Common use of Termination Fee Clause in Contracts

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated (i) by PJC pursuant to Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in If this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated shall be terminated: (i) by PJC FSIC pursuant to Section 10.1(d9.1(d)(ii) or Section 10.2(f9.1(d)(iii), ; (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes CCT pursuant to Section 10.1(c9.1(c)(iv); or (iii) (A) by (x) FSIC or CCT pursuant to Section 10.1(e9.1(b)(ii) or Section 9.1(b)(iii) or (y) FSIC pursuant to Section 9.1(d)(i) (unless solely to the extent that CCT has committed a willful or intentional breach), (B) a Takeover Proposal has been publicly disclosed after the date of this Agreement and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination pursuant to Section 9.1(b)(ii) or Section 9.1(d)(i), prior to the date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iii), prior to the time of the duly held CCT Stockholders Meeting, and (C) CCT enters into a definitive Contract with respect to such Takeover Proposal within twelve (12) months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such twelve (12)-month period); provided, that for purposes of this Section 9.2(a)(iii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%”, then CCT shall (A) in the case of Section 10.1(e9.2(a)(i), PJC’s material breach was no later than two (2) Business Days after the basis for date of such termination, (B) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iiiSection 9.2(a)(ii), within sixty prior to, and as a condition to such termination, and (60C) days in the case of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s AffiliatesSection 9.2(a)(iii), then within two (2) Business Days following after the date that such termination Takeover Proposal is consummated, in each case pay FSIC, subject to applicable Law, a non-refundable fee in an amount equal to $75,177,120 (the “CCT Termination Fee”) as liquidated damages and full compensation hereunder, by wire transfer of immediately available funds to an account designated in writing to CCT by FSIC if FSIC shall have furnished to CCT wire payment instructions prior to the case date of clause payment or, otherwise, by certified or official bank check. In the event that the CCT Termination Fee becomes payable and is paid by CCT pursuant to this Section 9.2(a), the CCT Termination Fee shall be FSIC’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement. (b) If this Agreement shall be terminated: (i) by CCT pursuant to Section 9.1(c)(ii) or clause Section 9.1(c)(iii); (ii) by FSIC pursuant to Section 9.1(d)(iv); or (iii) (A) by (x) FSIC or CCT pursuant to Section 9.1(b)(ii) or entry into such an agreement Section 9.1(b)(iv) or consummation of such Alternative Proposal (in the case of clause y) CCT pursuant to Section 9.1(c)(i) (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition solely to the foregoingextent that FSIC has committed a willful or intentional breach), and notwithstanding anything in this Agreement to (B) a Takeover Proposal has been publicly disclosed after the contrary, and without limiting any other provision date of this Agreement or any other Transaction Documentand, in the event that (x) this Agreement has been validly terminated by Emergent pursuant prior to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, has not been withdrawn (1) with respect to any termination pursuant to Section 9.1(b)(ii) and Section 9.1(c)(i), prior to the date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iv), prior to the time of the duly held FSIC Stockholders Meeting, and (C) FSIC enters into a definitive Contract with respect to such Takeover Proposal within twelve (12) months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such twelve (12)-month period); provided, that for purposes of this Section 9.2(b)(iii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%”, then FSIC shall (A) in the case of Section 9.2(b)(i), no later than two (2) Business Days after the date of such termination, (B) in the case of Section 9.2(b)(ii), prior to, and as a condition to such termination, and (C) in the case of Section 9.2(b)(iii), within two (2) Business Days following after the expiration date that such Takeover Proposal is consummated, in each case, pay CCT, subject to applicable Law, a non-refundable fee in an amount equal to $75,177,120 (the “FSIC Termination Fee”) as liquidated damages and full compensation hereunder, by wire transfer of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed funds to an account designated in writing to FSIC by Emergent. (b) Notwithstanding anything in this Agreement CCT if CCT shall have furnished to FSIC wire payment instructions prior to the contrarydate of payment or, if PJCotherwise, Triax by certified or Emergent receives a payment under official bank check. In the event that the FSIC Termination Fee becomes payable and is paid by FSIC pursuant to this Section 10.3(a9.2(b), such payment the FSIC Termination Fee shall be deemed to be liquidated damages, and shall be its CCT’s sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of remedy for monetary damages under this Agreement that resulted in the making of such paymentAgreement. (c) Emergent and each Consenting Convertible Note Holder acknowledges The parties acknowledge that the agreements contained in this Section 10.3 9.2 are an integral part of the transactions contemplated by this Agreement and thatTransactions, that without these agreements, PJC agreements each party would not enter have entered into this Agreement, and that any amounts payable pursuant to this Section 9.2 do not constitute a penalty. Accordingly, if Emergent If FSIC fails to pay any amounts due to CCT pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for 9.2 within the amounts set forth time periods specified in this Section 10.39.2 or CCT fails to pay FSIC any amounts due to FSIC pursuant to this Section 9.2 within the time periods specified in this Section 9.2, Emergent FSIC or CCT, as applicable, shall pay to PJC reasonable and Triax their documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by CCT or FSIC, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such Legal Proceedingamounts, together with interest on such unpaid amounts from the date payment of such amounts was due pursuant to this Section 10.3 at the prime lending rate in effect on the date payment was due as published in The Wall Street Journal (or any successor publication thereto), calculated on a daily basis from the date such payment was amounts were required to be made paid until the date of payment at the rate of ten percent (10%) per annumactual payment. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated (i) by PJC pursuant to Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that If (x) this Agreement has been validly is terminated by Emergent pursuant to (i) Section 10.1(b7.1(b)(i) (Termination Date) and the Minimum Tender Condition has not been satisfied at the time of such termination and prior to such termination any Person (other than BGCP and Purchaser) shall have made a Takeover Proposal, which shall have been publicly announced or disclosed or disclosed to the GFI Board or any committee thereof, (ii) Section 7.1(c)(i) (Breach by GFI), (iii) Section 7.1(c)(ii) (Violation of Alternative Proposals) or (iv) Section 7.1(c)(iii) (Failure to Recommend or Change in Recommendation) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date twelve months of such termination, then within two (1) GFI enters into a definitive agreement to consummate a transaction contemplated by any Takeover Proposal (regardless of when made and such transaction is thereafter consummated (regardless of when consummated)) or (2) Business Days following the expiration GFI consummates a transaction contemplated by any Takeover Proposal (regardless of such sixty (60) day periodwhen made), PJC then GFI shall pay pay, or cause to be paid paid, to Emergent the amount BGCP, by wire transfer of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergentan amount equal to $27,005,057 (the “Termination Fee”), concurrently with the consummation of such transaction; provided that, solely for purposes of this Section 7.3(a), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 5.4(f) (Alternative Proposals), except that all references to 20% shall be changed to 50%. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges GFI agrees that the agreements contained in this Section 10.3 7.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC BGCP would not enter into this Agreement. Accordingly, if Emergent GFI fails promptly to pay any amounts due pursuant to under this Section 10.3, 7.3 and, in order to obtain such payment, PJC and/or Triax BGCP commences a Legal Proceeding suit that results in a judgment against Emergent GFI for the amounts set forth in this Section 10.3such amounts, Emergent GFI shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on such amounts from the date the payment of such amounts was due pursuant to this Section 10.3 from the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously due, together with the execution and delivery reasonable Expenses of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking BGCP in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance connection with this Section 10.3such suit.

Termination Fee. (ai) Notwithstanding anything in In the event that: (A) this Agreement is terminated by CPT pursuant to Section 8.1(e); or (B) this Agreement is terminated by Inuvo pursuant to Section 8.1(f), then in the contrarycase of (A) or (B) above, Inuvo shall promptly, but in no event later than the date of the earliest such event, pay to CPT a fee equal to Two Million Eight Hundred Thousand Dollars ($2,800,000) (the “Inuvo Termination Fee”), payable by wire transfer of same day funds; provided, however, that, in the case of any termination pursuant to Section 8.1(f), the CPT Termination Fee shall be payable prior to, and without limiting any other provision of this Agreement or any other Transaction Documentas a condition to, in such termination. (ii) In the event that this Agreement has been validly is terminated (i) by PJC Inuvo pursuant to Section 10.1(d8.1(g) or Section 10.2(f8.1(h), CPT shall, or shall cause Parent to, promptly, but in no event later than the date of the earliest such event, pay to Inuvo a fee equal to Two Million Eight Hundred Thousand Dollars (ii$2,800,000) (the “CPT Termination Fee”), payable by Convertible Note Holderswire transfer of same day funds; provided, including the Consenting Convertible Note Holdershowever, that, in the aggregate, hold a majority case of the aggregate principal amount of the outstanding Convertible Notes any termination pursuant to Section 10.1(c8.1(g) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e8.1(h), PJC’s material breach was the basis for CPT Termination Fee shall be payable prior to, and as a condition to, such termination) or . (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case Each of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC CPT and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder Inuvo acknowledges that the agreements contained in this Section 10.3 8.3(b) are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC each Party would not enter into this Agreement. It is agreed that each of the CPT Termination Fee and the Inuvo Termination Fee constitutes liquidated damages and is not a penalty, and the payment of the CPT Termination Fee or the Inuvo Termination Fee in the circumstances specified herein is supported by due and sufficient consideration. Accordingly, if Emergent CPT or Inuvo fails promptly to pay any amounts make a payment due pursuant to this Section 10.38.3(b), and, in order to obtain such payment, PJC and/or Triax CPT on the one hand, or Inuvo on the other hand, commences a Legal Proceeding suit that results in a judgment against Emergent for the amounts set forth in this Section 10.3other Party, Emergent such other Party shall pay to PJC and Triax CPT or Inuvo, as applicable, their reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceedingsuit, together with interest on the amounts due pursuant to amount set forth in this Section 10.3 8.3(b) at the publicly announced prime rate of Bank of America, N.A. plus two percent (2.0%) per annum, compounded quarterly, from the date such payment was required to be made until paid. Payment of the date fees described in this Section 8.3(b) shall not be in lieu of payment at damages incurred in the rate event of ten percent (10%) per annuma breach of this Agreement described in Section 8.2. (div) Simultaneously with the execution and delivery of this Agreement, Emergent In no event shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall more than one CPT Termination Fee or one Inuvo Termination Fee be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3payable hereunder.

Termination Fee. (a) Notwithstanding anything in this Agreement Prior to or concurrently with the contrary, and without limiting any other provision termination of this Agreement pursuant to Section 6.1(c), or within 3 days after any other Transaction Documenttermination pursuant to Section 6.1(d), in FBR Asset shall promptly pay FBR Group an amount equal to the event that this Agreement has been validly terminated sum of (i) by PJC Fourteen Million Two Hundred Thousand dollars ($14,200,000) and (ii) FBR Group's actual expenses related to this Agreement and the transactions contemplated hereby (provided, however, that the maximum amount that FBR Asset shall be required to pay FBR Group pursuant to this clause (ii) shall be Two Million Five Hundred Thousand dollars ($2,500,000) regardless of the actual amount of FBR Group's actual expenses related to this Agreement and the transactions contemplated hereby) (such sum, the "FBR Asset Termination Fee"); provided, however, if this Agreement is terminated in accordance with the provisions of this first sentence of Section 6.3(a) within thirty (30) days of the date hereof, the FBR Asset Termination Fee will be deemed to include only the amount set forth in Section 6.3(a)(i). If this Agreement is terminated pursuant to (x) Section 6.1(b)(iii) and prior to the FBR Asset Special Meeting a proposal for a Competing Transaction with respect to FBR Asset shall have been made public, or (y) pursuant to Section 10.1(d6.1(h) due to the failure or incapability of a condition set forth in Section 10.2(f)5.2(b) to be satisfied, (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), and within sixty (60) days one year of such termination Emergent FBR Asset enters into an agreement with respect to a Competing Transaction, FBR Asset shall pay FBR Group the FBR Asset Termination Fee prior to entering into any agreement with respect to such Competing Transaction. (b) Prior to or consummates concurrently with the termination of this Agreement pursuant to Section 6.1(e) or within 3 days after any termination pursuant to Section 6.1(f), FBR Group shall promptly pay FBR Asset an Alternative Proposal with a third party other than PJC or one amount equal to the sum of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or Eight Million Eight Hundred Thousand dollars ($8,800,000) and (ii) FBR Asset's actual expenses related to this Agreement and the transactions contemplated hereby (provided, however, that the maximum amount that FBR Group shall be required to pay FBR Asset pursuant to this clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Two Million Five Hundred Thousand Dollars dollars ($1,500,000.002,500,000) in immediately available funds, payable as instructed by PJC and Triax. In addition regardless of the actual amount of FBR Asset's actual expenses related to the foregoing, and notwithstanding anything in this Agreement to and the contrarytransactions contemplated hereby) (such sum, and without limiting any other provision the "FBR Group Termination Fee"); provided, however, if this Agreement is terminated in accordance with the provisions of this Agreement or any other Transaction Document, in the event that first sentence of Section 6.3(b) within thirty (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (6030) days of the date hereof, the FBR Group Termination Fee will be deemed to include only the amount set forth in Section 6.3(b)(i); provided, further, however, that the FBR Group Termination Fee shall not exceed the sum of such termination, then within two (2A) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to maximum amount that can be paid to Emergent FBR Asset without causing it 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 income described in Sections 856(c)(2)(A)-(H) and 856(c)(3)(A)-(I) of the Code ("Qualifying Income"), as determined by FBR Asset's independent accountants, and (B) in the event FBR Asset receives an opinion from outside counsel (a "Termination Fee Tax Opinion") or a ruling from the IRS (a "Termination Fee Ruling"), in either case holding that FBR Asset's receipt of the FBR Group Termination Fee 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 (the "REIT Requirements") or that the receipt by FBR Asset of the remaining balance of the FBR Group Termination Fee following the receipt of and pursuant to such ruling or opinion would not be deemed constructively received prior thereto, the FBR Group Termination Fee less the amount payable under clause (A) above; provided, however, that, if the Termination Fee Tax Opinion or the Termination Fee Ruling is based on the absence of One Million Five Hundred Thousand Dollars constructive receipt, the amount that will be paid upon the receipt of the Termination Fee Tax Opinion or the Termination Fee Ruling will be the maximum amount that can be paid at that time without causing FBR Asset to fail the REIT Requirements, as determined by FBR Asset's independent accountants based on the Termination Fee Tax Opinion or Termination Fee Ruling, and any remaining amount payable to FBR Asset pursuant to clause ($1,500,000.00B) shall be paid as soon as it shall be possible to do so without causing FBR Asset to fail the REIT Requirements, as determined by FBR Asset's independent accountants based on the Termination Fee Tax Opinion or Termination Fee Ruling. FBR Group's obligation to pay any unpaid portion of the FBR Group Termination Fee shall terminate five years from the date of this Agreement. In the event that FBR Asset is not able to receive the full FBR Group Termination Fee, FBR Group shall place the unpaid amount in escrow and shall not release any portion thereof to FBR Asset unless and until FBR Asset receives either a Termination Fee Tax Opinion or a Termination Fee Ruling, in which event FBR Group shall pay to FBR Asset the unpaid FBR Group Termination Fee; provided, however, that, if the Termination Fee Tax Opinion or the Termination Fee Ruling is based on the absence of constructive receipt, the amount that will be paid upon the receipt of the Termination Fee Tax Opinion or the Termination Fee Ruling will be the maximum amount that can be paid at that time without causing FBR Asset to fail the REIT Requirements, as determined by FBR Asset's independent accountants based on the Termination Fee Tax Opinion or Termination Fee Ruling, and any remaining amount payable to FBR Asset shall be paid as soon as it shall be possible to do so without causing FBR Asset to fail the REIT Requirements, as determined by FBR Asset's independent accountants based on the Termination Fee Tax Opinion or Termination Fee Ruling. Subject to the satisfaction of the conditions in the immediately available fundspreceding sentence, payable as instructed by Emergent. (b) Notwithstanding anything there is no limitation on the number of distributions that can be made from the escrow prior to the fifth anniversary of the date of this Agreement. Such escrow shall terminate on the fifth anniversary of the date of this Agreement, and any remaining balance in such escrow shall be returned to Oaktree. If this Agreement is terminated pursuant to (x) Section 6.1(b)(iv) and prior to the contrary, if PJC, Triax or Emergent receives FBR Group Special Meeting a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, proposal for a Competing Transaction with respect to any breach FBR Group shall have been made public, or (y) pursuant to Section 6.1(g) due to the failure or incapability of the representationa condition set forth in Section 5.3(b) to be satisfied, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making and within one year of such paymenttermination FBR Group enters into an agreement with respect to a Competing Transaction, FBR Group shall pay FBR Asset the FBR Group Termination Fee prior to entering into any agreement with respect to such Competing Transaction (subject to the limitations set out in this paragraph). (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts Except as set forth in this Section 10.36.3(c), Emergent shall pay to PJC and Triax their costs all fees and expenses (including reasonable attorneys’ incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Mergers and the other transactions contemplated hereby are consummated; provided, however, that FBR Asset and FBR Group shall share equally (i) in connection the filing fee of FBR Asset's pre-merger notification report under the HSR Act, if any, and (ii) all fees and expenses, other than accountants' and attorneys' fees, incurred with such Legal Proceedingrespect to the printing, together with interest on filing and mailing (as applicable) of the amounts due Form S-4 and the Proxy Statement, including any related preliminary materials and any amendments or supplements thereto. All fees and expenses payable pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%6.3(c) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3paid by wire transfer of same-day funds.

Termination Fee. (a) Notwithstanding anything in this Agreement to Parent shall pay the contrary, and without limiting any other provision Company within two (2) business days after the date of the termination of this Agreement or any other Transaction DocumentAgreement, by wire transfer of immediately available funds to an account designated by the Company in writing, an amount equal to: (i) $7,000,000, in the event that this Agreement has been validly is terminated (i) by PJC either Parent or the Company pursuant to Section 10.1(d9.01(b)(i), Section 9.01(b)(ii) or Section 10.2(f9.01(b)(iv), or (ii) by Convertible Note Holdersthe Company pursuant to Section 9.01(d)(i) (the “Termination Fee”); provided that the principal cause of such termination is not a Willful Breach of this Agreement by the Company or Kestrel Intermediate Ledbetter Holdings LLC; provided, including the Consenting Convertible Note Holdersfurther, that, in at the aggregatetime of any such termination, hold a majority all of the aggregate principal amount other conditions set forth in Section 8.02 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but only if such conditions were capable of being satisfied if the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in Closing occurred at the case of Section 10.1(e), PJC’s material breach was same time as the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case termination of this clause (iiiAgreement), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause ; (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document6,500,000, in the event that (x) this Agreement has been validly is terminated by Emergent the Company pursuant to Section 10.1(b9.01(d)(ii) and (ythe “Adverse Recommendation Change Termination Fee”); or (iii) Emergent has not entered into an Alternative Proposal within sixty $2,000,000, in the event that this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(iii) (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent“No Vote Termination Fee”). (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach Each of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder parties acknowledges that the agreements contained in this Section 10.3 9.03 are an integral part of the transactions contemplated by this Agreement Transactions, and that, that without these agreements, PJC the other parties would not enter into this Agreement. Accordingly; accordingly, if Emergent Parent fails to timely pay any amounts amount due pursuant to this Section 10.39.03, and, in order to obtain such the payment, PJC and/or Triax the Company commences a Legal Proceeding that an Action which results in a judgment against Emergent Parent for the amounts payment set forth in this Section 10.39.03, Emergent Parent shall pay to PJC the Company for its reasonable and Triax their documented costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such Legal ProceedingAction, together with interest on such amount at the amounts due pursuant to this Section 10.3 from prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made until through the date of such payment at the rate of ten percent (10%) per annumwas actually received. (dc) Simultaneously with Notwithstanding anything to the execution and delivery of contrary set forth in this Agreement, Emergent shall cause Lamington Road but subject to execute and deliver Section 10.08, except in the case of Fraud, the Company’s right to PJC a written undertaking in form and substance satisfactory to PJC receive payment from Parent of the Termination Fee pursuant to which Lamington Road shall be legally obligated Section 9.03(a)(i), the Adverse Recommendation Change Termination Fee pursuant to pay any amounts due Section 9.03(a)(ii) or the No Vote Termination Fee pursuant to PJC Section 9.03(a)(iii), as applicable, in accordance with circumstances where such a termination fee is owed as provided in this Section 10.39.03, shall constitute the sole and exclusive remedy of the Company against Bermuda NewCo, US NewCo, Parent and their Subsidiaries (including Merger Sub Ltd. and Merger Sub LLC) and any of their respective former, current or future general or limited partners, shareholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder, and upon payment of such amount, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions.

Termination Fee. (a) Notwithstanding anything in this Agreement AGM shall pay, or cause to be paid, to AHL, by wire transfer of immediately available funds an amount equal to $81.9 million (the contrary“Termination Fee”), and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated if (i) by PJC pursuant the Board of Directors of AGM makes or publicly proposes to Section 10.1(d) or Section 10.2(f)make a AGM Adverse Recommendation Change, (ii) this Agreement may be terminated by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes either AGM or AHL pursuant to Section 10.1(c) or pursuant to Section 10.1(e7.01(b)(iv) (unless in the which case payment shall be made within five (5) business days of Section 10.1(e), PJC’s material breach was the basis for such termination) or and (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, is terminated in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergentaccordance with Article VII. (b) Notwithstanding anything Except as set forth in this Section 7.03, all expenses incurred in connection with this Agreement to and the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment Transactions shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, paid in accordance with respect to any breach the provisions of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such paymentSection 8.14. (c) Emergent and each Consenting Convertible Note Holder Each of the parties hereto acknowledges that the agreements contained in this Section 10.3 7.03 are an integral part of the transactions contemplated by this Agreement Transactions, and that, that without these agreements, PJC the other parties hereto would not enter into this Agreement. Accordingly; accordingly, if Emergent AGM fails to timely pay any amounts amount due pursuant to this Section 10.37.03, and, in order to obtain such the payment, PJC and/or Triax AHL commences a Legal Proceeding that an Action which results in a judgment against Emergent AGM for the amounts payment set forth in this Section 10.37.03, Emergent AGM shall pay to PJC AHL for its reasonable and Triax their documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such Legal ProceedingAction, together with interest on such amount at the amounts due pursuant to this Section 10.3 from prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made until through the date of such payment at the rate of ten percent (10%) per annumwas actually received. (d) Simultaneously with The parties acknowledge and agree that the execution Termination Fee shall not constitute either a penalty or liquidated damages, and delivery the right of AHL to receive, or the receipt of, the Termination Fee shall not limit or otherwise affect AHL’s right to specific performance as provided in Section 8.08 prior to the effective termination of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC Agreement or any right (if any) a written undertaking in form and substance satisfactory to PJC party may have pursuant to which Lamington Road Section 7.02(a) or Section 7.02(b); provided, that the amount of any damages recovered pursuant to Section 7.02(a) or Section 7.02(b) by AHL shall be legally obligated reduced by the amount of any Termination Fee previously paid to pay any amounts due to PJC in accordance with this Section 10.3AHL.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in In the event that this Agreement has been validly terminated that: (i) this Agreement is terminated by PJC either ITOCHU or ▇▇▇▇ pursuant to Section 10.1(d10.1(b)(i) (but only if the Stockholders Meeting has not been held by the Termination Date) or Section 10.2(f), 10.1(b)(iii) and (iiA) by Convertible Note Holders, including prior to the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to termination under Section 10.1(c10.1(b)(i) or pursuant the taking of a vote to Section 10.1(e) approve this Agreement at the Stockholders Meeting or any adjournment or postponement thereof (unless in the case of a termination pursuant to Section 10.1(e10.1(b)(iii)), PJC’s material breach was an Acquisition Proposal shall have been communicated to the basis for senior management of ▇▇▇▇ or the ▇▇▇▇ board of directors or shall have been publicly announced or publicly made known to the stockholders of ▇▇▇▇, and not withdrawn prior to the Termination Date or such terminationvote to adopt this Agreement, as applicable and (B) within six months after such termination ▇▇▇▇ shall have consummated or entered into a definitive agreement with respect to such Acquisition Proposal; (ii) this Agreement is terminated by ▇▇▇▇ pursuant to Section 10.1(d)(ii); or (iii) this Agreement is terminated by ITOCHU pursuant to Section 10.1(c)(ii), then, in any such case, ▇▇▇▇ shall pay ITOCHU a termination fee of $50,400,000 (the “Termination Fee”), it being understood that in no event shall ▇▇▇▇ be required to pay the Termination Fee on more than one occasion. (b) Payment of the Termination Fee, if applicable, shall be made by wire transfer of same day funds to the account or accounts designated by ITOCHU (1) on the consummation of any transaction contemplated by an Acquisition Proposal in the case of a Termination Fee payable pursuant to Section 10.3(a)(i) or (iii2) by PJC or Emergent pursuant to Section 10.1(bwithin five (5) or Section 10.1(g) anddays after the termination of this Agreement, in the case of this clause Sections 10.3(a)(ii) and (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder ▇▇▇▇ acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC ITOCHU would not enter into this Agreement. Accordingly; accordingly, if Emergent ▇▇▇▇ fails promptly to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax ITOCHU commences a Legal Proceeding suit that results in a judgment against Emergent ▇▇▇▇ for the amounts set forth in this Section 10.3, Emergent ▇▇▇▇ shall pay to PJC and Triax their ITOCHU its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceedingsuit, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the prime lending rate of ten percent (10%) per annumas published in The Wall Street Journal in effect on the date such payment was required to be made. (d) Simultaneously The Parties agree that if this Agreement is terminated pursuant to Sections 10.1(b)(i) or 10.1(b)(iii) (in each case only as specifically contemplated by Section 10.3(a)(i)), or Section 10.1(c)(ii) or Section 10.1(d)(ii), the delivery of the Termination Fee shall be deemed to be liquidated damages and the sole and exclusive remedy for any and all claims, actions, causes of action, judgments, awards, losses, damages, liabilities, fines, penalties, expenses or costs (including reasonable attorney’s fees and other out-of-pocket costs incurred in investigating, preparing and defending the foregoing) suffered or incurred by ITOCHU or any of its Affiliates or any other Person in connection with the execution and delivery or related to or arising out of this Agreement, Emergent shall cause Lamington Road the transactions contemplated hereby, any oral representation made or alleged to execute have been made in connection herewith or therewith or any matter forming the basis for such termination, and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road neither ITOCHU nor any of its Affiliates or any other Person shall be legally obligated entitled to pay bring or maintain any amounts due other claim, action or proceeding against ▇▇▇▇ any Acquired Entity or any of their respective former, current or future Affiliates arising out of this Agreement, the transactions contemplated hereby, any oral representation made or alleged to PJC have been made in accordance with this Section 10.3connection herewith or therewith or any matter forming the basis for such termination.

Termination Fee. (a) Notwithstanding anything in To the extent this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been is validly terminated in accordance with this Section 14 (i) by PJC pursuant to other than Section 10.1(d14(b)(i) or Section 10.2(f14(c)(iv)), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii)Company shall, within sixty three (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (23) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall termination, pay or cause to be paid to PJC and Triax the Commitment Parties that are not Defaulting Commitment Parties a non-refundable cash payment in an aggregate amount of One Million Five Hundred Thousand Dollars equal to (x) $1,500,000.00) in immediately available funds, 9,440,000 payable as instructed by PJC and Triax. In addition to the foregoingBackstop Parties that are not Defaulting Commitment Parties, and notwithstanding anything in this Agreement allocated pro rata based on each such Backstop Party’s Backstop Commitment Percentage (excluding the Backstop Commitment Percentage of any Defaulting Commitment Party), plus (y) $143,000 payable to the contraryManagement Commitment Parties that are not Defaulting Commitment Parties, and without limiting allocated pro rata based on each such Management Commitment Party’s percentage (its “Management Commitment Percentage”), as set forth on Schedule 1 opposite such Management Commitment Party’s name (excluding the Management Commitment Percentage of any other provision of this Agreement or any other Transaction Document, Defaulting Commitment Party); provided that in the event that (x1) this Agreement has been is validly terminated in accordance with Section 14(c)(xviii) because the RSA was validly terminated in accordance with Section 13.03(a) of the RSA or (2) this Agreement is validly terminated in accordance with Section 14(a)(ii) or Section 14(a)(iii) due to a failure of a condition to closing set forth in Section 11 of this Agreement to be satisfied by Emergent pursuant the Outside Date and (w) such failure is a result of the breach of the RSA by a Consenting Noteholder(s) (as defined in the RSA), (x) the Company has given notice of such breach to Section 10.1(b) and such Consenting Noteholder(s), (y) Emergent has not entered into an Alternative Proposal within sixty ten (60) days of the date of such termination, then within two (210) Business Days following the expiration giving of such sixty notice, either such Consenting Noteholder(s) have failed to cure such breach or this Agreement has been terminated in accordance with Section 14(a)(ii), and (60z) day periodsuch ten (10) Business Day period has elapsed prior to such termination pursuant to Section 14(c)(xviii) or Section 14(a)(iii), PJC then any such breaching Consenting Noteholder who is also a Commitment Party hereunder shall pay or cause not be entitled to their pro rata share of any payment to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in Commitment Parties pursuant to this Agreement to Section. To the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder extent that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any all amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for 14(e) shall have been paid by the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) Company or the applicable Commitment Parties in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery a termination of this Agreement, Emergent the Commitment Parties shall cause Lamington Road not have any additional recourse against the Company for any obligations or liabilities relating to execute and deliver or arising from this Agreement. Absent a change in Law, the Company does not expect to PJC a written undertaking in form and substance satisfactory have an obligation to PJC pursuant to which Lamington Road shall be legally obligated to pay withhold any amounts due to PJC in accordance with this Section 10.3Taxes on any required payment of the termination fee.

Termination Fee. (a) Notwithstanding anything in In the event that Enova terminates this Agreement pursuant to Sections ‎9.1(b)(i), ‎9.1(b)(iii) or ‎9.1(e) prior to the contrary12-month anniversary of the date hereof, then Enova shall pay to Grasshopper an amount equal to $5,000,000 (the “Reverse Termination Fee XE "Reverse Termination Fee" ”) in same-day funds to the account specified by Grasshopper within two Business Days from the date of termination of this Agreement for that purpose. The payment of the Reverse Termination Fee by ▇▇▇▇▇ pursuant to this Section ‎9.2(b) shall constitute liquidated damages and not a penalty, and, except in the case of actual and intentional fraud, the receipt of such fee by Grasshopper shall be the sole and exclusive remedy for damages against Enova for any loss suffered by Grasshopper as a result of any breach of any representation, warranty, covenant or agreement set forth herein, the failure of the transactions contemplated hereby to be consummated or any other theory of liability related to any of the foregoing or otherwise, whether at law or in equity, in contract, in tort or otherwise, and without limiting upon receipt by the Grasshopper of the Reverse Termination Fee, none of Enova or its Affiliates and representatives shall have any other provision further liability or obligation relating to or arising out of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated (i) by PJC pursuant to Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triaxtransactions contemplated hereby. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges The Parties acknowledge that the agreements contained in this Section 10.3 ‎9.2(b) are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, PJC they would not enter into this Agreement. Accordingly, if Emergent If ▇▇▇▇▇ fails promptly to pay any amounts the amount due pursuant to this Section 10.3‎9.2(b), and, in order to obtain such payment, PJC and/or Triax Grasshopper commences a Legal Proceeding that suit which results in a final and non-appealable judgment against Emergent ▇▇▇▇▇ for the amounts set forth in this Section 10.3Reverse Termination Fee or any portion thereof, Emergent Enova shall pay to PJC and Triax their the costs and expenses of Grasshopper (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceedingsuit. In addition, together with interest on if Enova fails to pay the amounts due payable pursuant to this Section 10.3 from ‎9.2(b), then Enova 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” as published in The Wall Street Journal on the date on which such payment was required to be made until for the period commencing as of the date of payment at the rate of ten percent (10%) per annumthat such overdue amount was originally required to be paid. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to In the contrary, and without limiting any other provision event that (i) a Pre-Termination Takeover Proposal Event (as hereinafter defined) shall have occurred after the date of this Agreement and thereafter this Agreement is terminated by either PNC or Mercantile Bankshares pursuant to Section 8.1(c) or 8.1(f), and (ii) either (A) prior to the date that is twelve (12) months after the date of such termination Mercantile Bankshares consummates an Alternative Transaction, Mercantile Bankshares shall, on the date an Alternative Transaction is consummated, pay PNC a fee equal to $225 million by wire transfer of same day funds, or (B) (1) prior to the date that is twelve (12) months after the date of such termination Mercantile Bankshares enters into a definitive acquisition agreement related to any Alternative Transaction (“Acquisition Agreement”), Mercantile Bankshares shall, on the date of entry into such Acquisition Agreement, pay PNC a fee equal to $75 million by wire transfer of same day funds, and (2) Mercantile Bankshares consummates an Alternative Transaction within eighteen months of the date of termination with the Person or any other Affiliate of the Person party to such Acquisition Agreement, Mercantile Bankshares shall, on the date an Alternative Transaction Documentis consummated, in pay PNC a fee equal to $225 million by wire transfer of same day funds, less any fee paid pursuant to the preceding clause (B)(1). (b) In the event that this Agreement has been validly is terminated (i) by PJC PNC pursuant to Section 10.1(d) or Section 10.2(f8.1(e), then Mercantile Bankshares shall pay PNC a fee equal to $225 million by wire transfer of same day funds on the date of termination. (iic) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case For purposes of this clause (iii)Section 8.4, within sixty (60) days of such termination Emergent enters into any agreement with respect a “Pre-Termination Takeover Proposal Event” shall be deemed to or consummates an occur if, prior to the event giving rise to the right to terminate this Agreement, a bona fide Alternative Proposal with shall have been made known to Mercantile Bankshares or any of its Subsidiaries or has been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (the term Alternative Transaction, as used in the case definition of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount Alternative Proposal for purposes of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoingthis Section 8.4, and notwithstanding anything as used in this Agreement Section 8.4, shall have the same meaning set forth in Section 6.11 except that the references to the contrary, “more than 25%” and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment “at least 75%” shall be deemed to be liquidated damagesreferences to “50% or more” and “a majority,” respectively); (d) Notwithstanding anything to the contrary herein, and the maximum aggregate amount of fees payable under this Section 8.4 shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment$225 million. (ce) Emergent and each Consenting Convertible Note Holder Mercantile Bankshares acknowledges that the agreements contained in this Section 10.3 8.4 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC PNC would not enter into this Agreement. Accordingly; accordingly, if Emergent Mercantile Bankshares fails promptly to pay any amounts the amount due pursuant to this Section 10.38.4, and, in order to obtain such payment, PJC and/or Triax PNC commences a Legal Proceeding that suit which results in a judgment against Emergent Mercantile Bankshares for the amounts fee set forth in this Section 10.38.4, Emergent Mercantile Bankshares shall pay to PJC and Triax their PNC its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annumsuit. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in In the event this Agreement is terminated by the Company pursuant to Section 10.01(c)(ii)(A) (if at the contrary, and without limiting any other provision time of such termination the SPAC then has the right to terminate this Agreement pursuant to Section 10.01(b)(i) or any other Transaction DocumentSection 10.01(i)) or Section 10.01(c)(ii)(B) or by SPAC pursuant to Section 10.01(b)(i) or Section 10.01(i), in the event that this Agreement has been validly terminated then if (i) by PJC pursuant to Section 10.1(d) the SPAC Redeemed Share Percentage is less than 90% or Section 10.2(f)is unknown, (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent Company shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars SPAC a fee equal to twelve million five hundred thousand dollars ($1,500,000.0012,500,000) in immediately available funds(the “Tier I Termination Fee”) or (ii) the SPAC Redeemed Share Percentage is known and is equal to or greater than 90%, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC Company shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars SPAC a fee equal to six million two hundred fifty thousand dollars ($1,500,000.006,250,000) (the “Tier II Termination Fee” and together with the Tier I Termination Fee, as applicable, the “Termination Fee”), , in immediately available fundseach case within two (2) Business Days after the date of such termination by wire transfer of same-day funds to one or more accounts designated by SPAC; provided that, payable as instructed by Emergentin no event shall the Company be required to pay the Termination Fee more than once. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges The parties acknowledge that the agreements contained in this Section 10.3 10.02 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC the parties hereto would not enter into this Agreement. AccordinglyIn addition, if Emergent the Company fails to pay in a timely manner any amounts amount due to SPAC pursuant to this Section 10.310.02, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent then (i) the Company shall reimburse SPAC for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their all costs and expenses (including reasonable attorneys’ disbursements and fees of counsel) incurred in the collection of such overdue amounts and expenses(ii) in connection with such Legal Proceeding, together with the Company shall pay to SPAC interest on the amounts due payable pursuant to this Section 10.3 10.02 from and including the date payment of such amounts was due to but excluding the date of actual payment at a rate equal to three percent (3%) plus the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annummade. (dc) Simultaneously Notwithstanding anything to the contrary in this Agreement, in the event this Agreement is validly terminated in accordance with its terms and the execution Termination Fee is due and delivery payable under the terms hereof then, the SPAC’s sole and exclusive remedy shall be to receive the applicable Termination Fee (and any interest and other amounts payable pursuant to Section 10.02(b) (collectively, “Interests and Reimbursements”)) from the Company, and upon SPAC’s receipt of the Termination Fee (and any Interests and Reimbursements), none of SPAC or any SPAC Related Party shall have any further liability or obligation relating to or arising out of this Agreement, Emergent shall cause Lamington Road any Ancillary Agreement, any other agreement executed in connection herewith or the transactions contemplated hereby or thereby or any conduct relating hereto or thereto. Notwithstanding anything to execute the contrary herein, SPAC’s rights (i) to receive payment of the applicable Termination Fee and deliver to PJC a written undertaking in form any Interests and substance satisfactory to PJC pursuant to which Lamington Road Reimbursements shall be legally obligated the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) of SPAC and any of its former, current, or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents or any former, current or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents of any of the foregoing (collectively, the “SPAC Related Parties”) against the Company, Pubco and Merger Sub, and any of their respective former, current, or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents or any former, current or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents of any of the foregoing (collectively, the “Company Related Parties”) for any loss, cost, damage or expense suffered with respect to pay this Agreement, the Ancillary Agreements, the transactions contemplated hereby and thereby or any amounts due conduct relating hereto or thereto (including any breach by the Company for Actual Fraud), the termination of this Agreement, the failure of the transactions contemplated by this Agreement to PJC be consummated or any breach of this Agreement by the Company (whether willfully, intentionally, unintentionally or otherwise (including, for the avoidance of doubt, Actual Fraud)), and none of the Company Related Parties shall have any liability or obligation to SPAC, its Affiliates or the other SPAC Related Parties under any theory relating to or arising out of this Agreement, any Ancillary Agreements, any other agreement executed in accordance connection herewith or the transactions contemplated hereby or thereby or any conduct relating hereto or thereto or any claims or actions under applicable Law arising out of any such breach, termination or failure. In no event will SPAC be entitled to payment of monetary damages (including in connection with a Willful Breach or Actual Fraud) other than the Termination Fee and any Interests and Reimbursements after the termination of this Section 10.3Agreement.

Termination Fee. (a) Notwithstanding anything in If this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly is terminated (i) by PJC pursuant to Section 10.1(d10.1(a)(iii), 10.1(a)(vi) or Section 10.2(fl0.l(a)(vii), then (iia)(i) Seller shall pay Twenty Million U.S. Dollars (U.S.$20,000,000) to Purchaser and reimburse Purchaser and its Affiliates for all charges and expenses incurred in connection with this Agreement and the transactions contemplated by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold this Agreement up to a majority of the aggregate principal maximum amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) Five Million U.S. Dollars (unless in the case of Section 10.1(eU.S.$5,000,000), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) andas promptly as reasonably practicable, and in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other no event more than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of after the date of such terminationtermination payable by wire transfer of immediately available funds to such account or accounts as Purchaser may designate and (ii) Purchaser’s obligations under the ninth paragraph of the Confidentiality Agreement (relating to non-solicitation of employees) shall terminate and be without further force or effect and (b) if, then within eighteen (18) months following such termination of this Agreement, Seller shall complete any Alternative Proposal, Seller shall pay Purchaser an additional Fifty-Five Million U.S. Dollars (U.S.$55,000,000), as promptly as reasonably practicable, and in no event more than two (2) Business Days following after the expiration date of completion of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount Alternative Proposal payable by wire transfer of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable funds to such account or accounts as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder Purchaser may designate. Seller acknowledges that the agreements contained in this Section 10.3 10.2 are an integral part of the transactions contemplated by this Agreement Transactions and that, without these agreements, PJC Purchaser would not enter into this Agreement. Accordingly, if Emergent Seller fails promptly to pay any amounts amount due pursuant to this Section 10.3, 10.2 and, in order to obtain such payment, PJC and/or Triax Purchaser commences a Legal Proceeding that suit which results in a judgment against Emergent Seller for the amounts fee set forth in this Section 10.310.2, Emergent Seller shall pay to PJC and Triax their Purchaser its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceedingsuit, together with interest on the amounts due pursuant to this Section 10.3 from amount of the fee at the Prime Rate in effect on the date such payment was required to be made until made. The payment of the date fees contemplated by this Section 10.2 shall be in addition to, and not in limitation of, any other remedies or damages to which Purchaser shall be entitled in equity or law as a result of payment at the rate any willful breach by Seller of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery of its covenants under this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated If (i) this Agreement is terminated (A) by PJC Acquiror or the Company pursuant to Section 10.1(d8.1(d) (End Date) if, at the time of such termination, all of the conditions set forth in Section 2.2, other than the conditions set forth in (x) Section 2.2(a)(iv)(B), or Section 10.2(f2.2(a)(iv)(C), (iiy) Section 2.2(a)(v) (to the extent such Law or Order preventing the consummation of the Merger is, or is issued by CFIUS or another Governmental Entity in respect of, the DPA or any similar Law), or (z) Section 2.2(a)(vi) (to the extent relating to the matters referenced in the foregoing clauses (x) or (y), and those conditions that by their nature are to be satisfied on the Closing Date (if such conditions would be satisfied or validly waived were the Closing Date to occur at such time), shall have been satisfied or waived, (B) by Convertible Note Holders, including Acquiror or the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes Company pursuant to Section 10.1(c8.1(e) (Prohibition by Governmental Law or Order) (to the extent such Law or Order preventing the consummation of the Merger is, or is issued by CFIUS or another Governmental Entity in respect of, the DPA or any similar Law), (C) by Acquiror or the Company pursuant to Section 10.1(e8.1(h) (unless in the case of Section 10.1(eCFIUS Turndown or DSS Turndown), PJC’s material breach was the basis for such termination) or (iiiD) by PJC Acquiror or Emergent the Company pursuant to Section 10.1(b8.1(i) (Acquiror Rejected CFIUS Condition or Section 10.1(g) and, in the case of this clause (iiiAcquirer Rejected DSS Condition), within sixty and (60ii) days at the time of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliatesthere is no Company Breach, then within Acquiror shall, no later than the date that is two (2) Business Days following after such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay termination, pay, or cause to be paid paid, to PJC the Company, by wire transfer of immediately available funds to an account designated by the Company in writing, an amount in cash equal to $3,510,000 (the “Termination Fee”). The parties hereby acknowledge and Triax the aggregate amount of One Million Five Hundred Thousand Dollars agree that ($1,500,000.00i) in immediately available fundsno event shall Acquiror be required to pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other under more than one provision of this Agreement at the same or any other Transaction Documentat different times, in or as a result of the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) occurrence of different events and (yii) Emergent has not entered into an Alternative Proposal within sixty (60) days payment of any Extension Fee shall in no way relieve the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall Acquiror from its obligation to pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, any Termination Fee payable as instructed by Emergenthereunder. (b) Notwithstanding anything to the contrary in this Agreement Agreement, but subject to Section 8.3, in the event Acquiror pays the Termination Fee to the contrary, Company (even if PJC, Triax or Emergent receives a any element requiring payment under Section 10.3(athereof is waived), such payment none of Acquiror or any of the Indemnified Parties, or any of their respective successors or assigns (collectively, the “Acquiror Related Parties”) will have any further liability or obligation to the Company or any of the other Company Related Parties or any other Person under, arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby (except that Acquiror shall be deemed continue to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach bound by the Non-Disclosure Agreement). Each of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder parties hereto acknowledges that (i) the agreements contained in this Section 10.3 8.2 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Fee is not a penalty, but liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates, including its Subsidiaries, the Securityholders, and each Representative of the foregoing (collectively, the “Company Related Parties”) in the circumstances in which the Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and thatendeavoring to consummate the transactions contemplated hereby, 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, (iii) subject to Section 8.3, in the event Acquiror pays the Termination Fee to the Company (even if any element requiring payment thereof is waived), none of the Company or any of the other Company Related Parties or any other Person shall (x) assert any claim or seek to obtain any recovery, judgment, or relief (whether in law or in equity, including specific performance) against Acquiror or any of the other Acquiror Related Parties or any of their respective assets, or (y) be entitled to seek or obtain any other damages of any kind, including consequential, indirect, special or punitive damages, in any case, under, arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby, and (iv) without these agreements, PJC the parties would not enter have entered into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in In the event that this Agreement has been validly terminated each of: (i) by PJC this Agreement is terminated pursuant to (A) Section 10.1(d8.1(b)(i) at a time when only the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions would be capable of being satisfied if the Closing Date were the date of such termination) in Section 7.1(a) (but only if the applicable Legal Restraint relates to a Required Regulatory Approval) or Section 10.2(f7.1(b) have not been satisfied, (B) Section 8.1(b)(iii) (but only if the applicable Legal Restraint relates to a Required Regulatory Approval), (C) Section 8.1(b)(iv) (but only due to a denial of a Required Regulatory Approval) or (D) Section 8.1(c), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, conditions in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c7.1(a) or pursuant 7.1(b) failed to be satisfied other than as a result of Sellers’ failure to perform in any material respect their obligations under Section 10.1(e) (unless in the case of Section 10.1(e)4.5 or otherwise under this Agreement, PJC’s material breach was the basis for such termination) or and (iii) at the time of such termination, all conditions set forth in Section 7.2(a) through Section 7.2(e) (inclusive) shall have been satisfied or waived (except for (A) those conditions that by PJC or Emergent pursuant their nature are to Section 10.1(b) or Section 10.1(g) andbe satisfied at the Closing, in but which conditions would be capable of being satisfied if the case of this clause (iii), within sixty (60) days Closing Date were the date of such termination Emergent enters into any agreement with respect or (B) those conditions that have not been satisfied as a result of a breach of this Agreement by Purchaser), then, subject to or consummates an Alternative Proposal with a third party other than PJC or one Section 8.3(b), Purchaser shall, by way of PJC’s Affiliatescompensation, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the Sellers an aggregate amount equal to $65,000,000 (the “Termination Fee”). If the Termination Fee becomes due and payable in accordance with this Section 8.3(a), then such fee shall be paid in each case by wire transfer (to an account designated by Sellers) of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed funds (I) prior to or concurrently with such termination in the event of a termination by PJC and TriaxPurchaser or (II) no later than three (3) Business Days following such termination in the event of a termination by Sellers. In addition no event shall Purchaser be required to pay the Termination Fee other than in the circumstances described in this Section 8.3(a). In addition, Purchaser shall not be required to pay the Termination Fee on more than one occasion. The Parties acknowledge that the Termination Fee shall not constitute a penalty but is liquidated damages, in a reasonable amount that shall compensate Sellers for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement, which amount would otherwise be impossible to calculate with precision. The Parties further acknowledge that the right of Sellers to receive the Termination Fee shall not limit or otherwise affect Sellers’ right to seek specific performance of Purchaser prior to the foregoingtermination of this Agreement as provided in Section 10.13, or their rights as otherwise set forth in this Article VIII, and notwithstanding anything that Sellers may pursue both a grant of specific performance under Section 10.13 prior to the termination of this Agreement and the payment of the Termination Fee under this Section 8.3(a) and, solely with respect to a Willful Breach by Purchaser, any other remedies available at law or in equity; provided, however, that under no circumstances shall Sellers (whether acting together or separately and whether in one Action or separate Actions) be entitled to receive more than one of (x) a grant of specific performance that results in a Closing, (y) the Termination Fee or (z) receipt of monetary damages relating to any breach of this Agreement prior to the Closing or the termination of this Agreement without achieving the Closing (which in no event shall exceed the Base Purchase Price). Except in the case of Willful Breach and subject to Section 9.2, in any circumstance in which Sellers receive the Termination Fee, as the case may be, pursuant to this Section 8.3(a), together with any applicable costs and expenses described in Section 8.3(b), receipt of such fee and costs shall be the sole and exclusive remedy of Sellers and their Affiliates and their respective Representatives against Purchaser and its Affiliates and Representatives for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement to or in connection with the contrarytransactions contemplated hereby, and without limiting upon receipt of the Termination Fee, together with the costs and expenses described in Section 8.3(b), none of the foregoing Persons shall have any other provision further liability or obligation relating to or arising out of this Agreement or any other Transaction Documentthe transactions contemplated hereby, whether in equity or at Law, in the event contract, in tort or otherwise; provided, further, that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days if at any time any payment of the date Termination Fee is rescinded or must otherwise be returned by Sellers upon the insolvency, bankruptcy or reorganization of such terminationPurchaser or Guarantor or otherwise, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC Termination Fee shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable treated as instructed by Emergenthaving not been paid. (b) Notwithstanding anything in this Agreement to In the contrary, if PJC, Triax or Emergent receives event Sellers commence a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, proceeding in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding (i) payment hereunder that results in a judgment against Emergent Purchaser for the amounts set forth in this Section 10.38.3(a), Emergent or (ii) specific performance or other equitable relief that results in a judgment against Purchaser pursuant to Section 10.13, then in either case Purchaser shall also pay to PJC and Triax Sellers their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceedingproceeding, together with interest on the amounts due pursuant to this Section 10.3 8.3(a) from the date such payment was required to be made until the date of payment at the prime lending rate of ten percent (10%) per annumas published in The Wall Street Journal in effect on the date such payment was required to be made. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in In the event that this Agreement has been validly is terminated by Horizon or Pasha pursuant to Section 9.1(a)(iii) following termination of the Merger Agreement by Horizon pursuant to Section 7.1(d)(ii) thereof, Horizon shall pay or cause to be paid as directed by Pasha a termination fee of (i) $4,950,400 plus (ii) all of Pasha’s documented, out-of-pocket costs and expenses (collectively, the “Termination Fee”) substantially concurrently with the termination of this Agreement. (b) In the event that this Agreement is terminated by PJC Horizon or Pasha pursuant to Section 10.1(d9.1(a)(iii) or Section 10.2(f), following termination of the Merger Agreement by Parent (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, as defined in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes Merger Agreement) pursuant to Section 10.1(c7.1(c)(ii) thereof, Horizon shall pay or pursuant cause to Section 10.1(e) (unless in be paid as directed by Pasha the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then Termination Fee within two (2) Business Days of such termination. (c) In the event that this Agreement is terminated by Horizon or Pasha pursuant to Section 9.1(a)(iii) following such termination (in of the case of clause Merger Agreement (i) by Parent or clause Horizon pursuant to Section 7.1(b)(iii) thereof, (ii)) or entry into such an agreement or consummation of such Alternative Proposal (as defined in the case Merger Agreement) shall have been publicly disclosed after the date hereof and not publicly withdrawn prior to the date of clause Horizon Stockholder Meeting (as defined in the Merger Agreement), and (iii)) Emergent within twelve (12) months of the date the Merger Agreement is terminated, Horizon enters into an agreement with respect to any Alternative Proposal, then Horizon shall pay or cause to be paid as directed by Pasha the Termination Fee on the date of consummation of such transaction. (d) In no event shall Horizon be required to PJC and Triax pay the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) fees referred to in immediately available funds, payable as instructed by PJC and Triaxthis Section 9.4 on more than one occasion. In addition Notwithstanding anything to the foregoing, and notwithstanding anything contrary in this Agreement Agreement, the parties agree that the payment of the Termination Fee shall be the sole and exclusive remedy available to the contrary, Pasha and without limiting any other provision of Person (whether at law, in equity, in contract, in tort or otherwise) with respect to this Agreement and the Transactions in the event any such payment becomes due and payable, and, upon payment of the Termination Fee, neither Horizon nor any of its Affiliates or its and their respective directors, officers, employees, stockholders and Representatives shall have any further liability, whether at law or equity, in contract, in tort or otherwise, to Pasha or any other Transaction DocumentPerson under this Agreement, the transactions contemplated hereby (or the abandonment or termination thereof) or any matter forming the basis for any termination hereof, and neither Pasha nor any other Person shall be entitled to bring or maintain any claim, action or proceeding against Horizon or any of its Affiliates or its and their respective directors, officers, employees, stockholders and Representatives arising out of or in connection with this Agreement, any of the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for any termination hereof. For the avoidance of doubt, in the event that a Termination Fee (xas defined in the Merger Agreement) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(bbecome payable under the Merger Agreement, the Termination Fee (as defined herein) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergentalso become payable. (be) Notwithstanding anything in Any amount that becomes payable pursuant to this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment 9.4 shall be deemed paid by wire transfer of immediately available funds to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such paymentan account designated by Pasha. (cf) Emergent and each Consenting Convertible Note Holder acknowledges The parties acknowledge that the agreements contained in this Section 10.3 9.4 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC the parties would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in In the event that (x) this Agreement has been validly is terminated (i) by PJC the Company pursuant to Section 10.1(d) or Section 10.2(f10.1(f), (iiy) this Agreement is terminated by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes Parent pursuant to Section 10.1(c10.1(h), or (z) the Company accepts any Takeover Proposal (or Superior Takeover Proposal) within two years after this Agreement is terminated by Parent pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) andthen, in each such case, the case Company shall pay Parent a fee equal to the sum of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b1,500,000) and (yii) Emergent has not entered into an Alternative Proposal within sixty Parent's Out-of-Pocket Expenses, which aggregate amount (60the "Section 10.4(b) days Amount") the parties acknowledge is a reasonable estimate (albeit a low estimate) as of the date of such terminationthis Agreement of the direct, then indirect and opportunity costs and expenses that Parent will incur in preparing for the Closing and which Section 10.4(b) Amount shall be payable by wire transfer of same day funds within two (2) Business Days following five business days after the expiration date of such sixty termination (60or in the case of (z) day periodabove, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment 1,500,000 shall be deemed to be liquidated damagespaid within five days after the Company accepts any Takeover Proposal or Superior Takeover Proposal, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder Out-of- Pocket Expenses having already been paid). The Company acknowledges that the agreements contained in this Section 10.3 10.4(b) are an integral part of the transactions contemplated by in this Agreement Agreement, and that, without these agreements, PJC Parent and Sub would not enter into this Agreement. Accordingly; accordingly, if Emergent the Company fails to promptly pay any amounts the Section 10.4(b) Amount due pursuant to this Section 10.3, 10.4(b) and, in order to obtain such payment, PJC and/or Triax Parent or Sub commences a Legal Proceeding an action in arbitration that results in a judgment against Emergent the Company for such Section 10.4(b) Amount, the amounts set forth in this Section 10.3, Emergent Company shall pay to PJC and Triax their Parent its costs and expenses (including reasonable attorneys’ fees and expenses' fees) in connection with such Legal Proceedingaction in arbitration, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment 10.4(b) Amount at the rate of ten percent (10%) 8.0% per annum. In the event Parent has received the Section 10.4(b) Amount, it shall not (i) assert or pursue in any manner, directly or indirectly, any claim or cause of action based in whole or in part upon alleged tortious or other interference with rights under this Agreement against any entity or person submitting a Takeover Proposal or (ii) assert or pursue in any manner, directly or indirectly, any Claim or cause of action against the Company or any of its officers or directors based in whole or in part upon its or their receipt, consideration, recommendation or approval of a Takeover Proposal for the Company's exercise of its right of termination. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in If this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly shall be terminated pursuant to: (i) by PJC pursuant to Section 10.1(d7.1(b)(i), 7.1(b)(ii) or Section 10.2(f)7.1(d)(i) and (x) at any time after the date hereof and before such termination a Takeover Proposal shall have been publicly announced or otherwise communicated to the Company’s Board of Directors and (y) within twelve (12) months of the termination of this Agreement, the Company enters into a definitive agreement with any third party with respect to a Takeover Proposal or any such transaction involving a Takeover Proposal is consummated; or (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c7.1(c)(ii) or pursuant to Section 10.1(e7.1(d)(ii) hereof, then the Company shall (unless 1) in the case of termination pursuant to clause (i) of this Section 10.1(e7.3(a), PJC’s material breach was upon the basis for such terminationconsummation of a transaction referenced in clause (y) or thereof, (iii2) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iiitermination pursuant to Section 7.1(d)(ii), within sixty (60) days not later than the close of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) business on the Business Days Day following such termination termination, or (3) in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent termination pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of 7.1(c)(ii), on the date of such termination, then within pay Buyer a non-refundable fee in an amount equal to six million two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars hundred fifty thousand dollars ($1,500,000.006,250,000) in (the “Termination Fee”), payable by wire transfer of immediately available fundsfunds to an account designated in writing to the Company by Buyer. For purposes of this paragraph (a), payable as instructed by Emergent“Takeover Proposal” shall have the meaning assigned to such term in Section 9.1, except that all references to “15%” shall be changed to “35%”. (b) If this Agreement is terminated under any of the circumstances described in Section 7.3(a) (but with respect to Section 7.3(a)(i), without regard to whether any of the circumstances described in clause (y) thereof have occurred), the Company shall reimburse Buyer for all its documented out-of-pocket fees and expenses up to a maximum amount of $1,250,000 (including attorney’s fees and any commitment and other fees payable by Buyer under any financing commitment letter Buyer has secured) incurred in connection herewith and the transactions contemplated hereby (the “Company Expense Reimbursement Amount”), which reimbursement shall be made in cash by wire transfer of immediately available funds to an account designated in writing to the Company by Buyer, not later than the close of business on the fifth (5th) Business Day following such termination. Notwithstanding anything to the contrary in this Agreement Agreement, the parties hereby acknowledge that in the event that both the Termination Fee and the Company Expense Reimbursement Amount are paid by the Company pursuant to this Section 7.3, the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment Termination Fee and Company Expense Reimbursement Amount shall be deemed to be liquidated damages, Buyer’s and shall be its Merger Sub’s sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of remedy for monetary damages under this Agreement that resulted in the making of such paymentAgreement. (c) Emergent and each Consenting Convertible Note Holder acknowledges that If the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent Company fails to promptly pay any amounts due pursuant to this Section 10.3the Termination Fee or the Company Expense Reimbursement Amount, and, in order to obtain such payment, PJC and/or Triax payment Buyer commences a Legal Proceeding suit that results in a judgment against Emergent the Company for the amounts set forth in this Section 10.3Termination Fee or the Company Expense Reimbursement Amount, Emergent the Company shall pay to PJC and Triax their Buyer its costs and expenses (including reasonable attorneys’ fees and expensesattorney’s fees) in connection with such Legal Proceedingsuit, together with interest on the amounts due pursuant amount of the Termination Fee at a rate equal to this Section 10.3 the prime rate announced from the date such payment was required time to be made until the date of payment at the rate of ten percent (10%) time by Wachovia Bank, National Association plus 3% per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in In the event this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly is terminated (i) by PJC pursuant to SPAC in accordance with Section 10.1(d10.01(b), Section 10.01(f), Section 10.01(g), Section 10.01(h), Section 10.01(i), Section 10.01(k) or Section 10.2(f10.01(l), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, Company in the aggregate, hold accordance with Section 10.01(c)(ii) at a majority of the aggregate principal amount of the outstanding Convertible Notes time when SPAC is entitled to terminate this Agreement pursuant to Section 10.1(c10.01(b), Section 10.01(f),Section 10.01(g), Section 10.01(h), Section 10.01(i), Section 10.01(k) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination10.01(l) or (iii) by PJC the Company in accordance with Section 10.01(c)(iii) if the final, non-appealable Governmental Order or Emergent pursuant other Law is not generally applicable to Section 10.1(b) all special purpose acquisition companies and not primarily caused by any action or Section 10.1(g) andinaction of SPAC, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent Company shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars SPAC ($1,500,000.00or its designees) in immediately available funds, payable as instructed by PJC and Triax. In addition a fee equal to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that Termination Fee (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following after the expiration date of such sixty termination if the Termination Fee is the Default Termination Fee or (60y) within twelve (12) months after the date of such termination if the Termination Fee is the Reduced Termination Fee, in each case by wire transfer of same-day periodfunds to one or more accounts designated by SPAC; provided that, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00A) in immediately available fundsno event shall the Termination Fee be payable if (I) Company terminates this Agreement pursuant to Section 10.01(c)(i) or Section 10.01(j), payable as instructed by Emergentor (II) this Agreement is terminated at a time when the Company is entitled to terminate this Agreement pursuant to Section 10.01(c)(i) or Section 10.01(j), (B) in no event shall the Company be required to pay the Termination Fee more than once, and (C) in no event will SPAC be entitled to both (I) a remedy of specific performance that enforces the Closing and (II) the receipt of the Termination Fee. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges The parties acknowledge that the agreements contained in this Section 10.3 10.02 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC the parties hereto would not enter into this Agreement. AccordinglyIn addition, if Emergent the Company fails to pay in a timely manner any amounts amount due to SPAC pursuant to this Section 10.310.02, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent then (i) the Company shall reimburse SPAC for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their all costs and expenses (including reasonable attorneys’ disbursements and fees of counsel) incurred in the collection of such overdue amounts and expenses(ii) in connection with such Legal Proceeding, together with the Company shall pay to SPAC interest on the amounts due payable pursuant to this Section 10.3 10.02 from and including the date payment of such amounts was due to but excluding the date of actual payment at a rate equal to three percent (3%) plus the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annummade. (dc) Simultaneously Notwithstanding anything to the contrary in this Agreement, in the event this Agreement is validly terminated in accordance with its terms and the execution Termination Fee is due and delivery payable under the terms hereof then, the SPAC’s sole and exclusive remedy shall be to receive the applicable Termination Fee (and any interest and other amounts payable to SPAC pursuant to Section 10.02(b) or the Promissory Note (collectively, “Interests and Reimbursements”)) from the Company, and upon SPAC’s receipt of the Termination Fee (and any Interests and Reimbursements), none of SPAC or any SPAC Related Party shall have any further liability or obligation relating to or arising out of this Agreement, Emergent shall cause Lamington Road any Ancillary Agreement, any other agreement executed in connection herewith or the transactions contemplated hereby or thereby or any conduct relating hereto or thereto. Notwithstanding anything to execute the contrary herein, SPAC’s rights (i) to receive payment of the applicable Termination Fee and deliver to PJC a written undertaking in form any Interests and substance satisfactory to PJC pursuant to which Lamington Road Reimbursements shall be legally obligated the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) of SPAC and any of its former, current, or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents or any former, current or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents of any of the foregoing (collectively, the “SPAC Related Parties”) against the Company, Pubco and Merger Sub, and any of their respective former, current, or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents or any former, current or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents of any of the foregoing (collectively, the “Company Related Parties”) for any loss, cost, damage or expense suffered with respect to pay this Agreement, the Ancillary Agreements, the transactions contemplated hereby and thereby or any amounts due conduct relating hereto or thereto (including any breach by the Company for Actual Fraud), the termination of this Agreement, the failure of the transactions contemplated by this Agreement to PJC be consummated or any breach of this Agreement by the Company (whether willfully, intentionally, unintentionally or otherwise (including, for the avoidance of doubt, Actual Fraud)), and none of the Company Related Parties shall have any liability or obligation to SPAC, its Affiliates or the other SPAC Related Parties under any theory relating to or arising out of this Agreement, any Ancillary Agreements, any other agreement executed in accordance connection herewith or the transactions contemplated hereby or thereby or any conduct relating hereto or thereto or any claims or actions under applicable Law arising out of any such breach, termination or failure. In no event will SPAC be entitled to payment of monetary damages (including in connection with a Willful Breach or Actual Fraud) other than the Termination Fee and any Interests and Reimbursements after the termination of this Section 10.3Agreement.

Termination Fee. (ai) Notwithstanding anything in If the Company terminates this Agreement pursuant to Section 7.1(a)(iii) or if the Parent terminates this Agreement pursuant to Section 7.1(a)(ii) or 7.1(a)(iv), prior to and as a condition to the contraryeffectiveness of such termination, the Company shall pay to Parent a termination fee of $30 million (the “Termination Fee”). (ii) If (A) an Acquisition Proposal shall have been made to the Company or directly to its stockholders or shall have otherwise become publicly known or announced (whether or not conditional) and without limiting (B) the Agreement is thereafter terminated (I) by Parent pursuant to Section 7.1(a)(i)(A), or (II) by the Parent or the Company pursuant to Section 7.1(a)(i)(B), or (III) by the Company or the Parent pursuant to Section 7.1(a)(i)(C) and (C) concurrently or within twelve (12) months after such termination, the Company enters into a definitive Contract to consummate or consummates transactions contemplated by any other provision Acquisition Proposal (regardless of whether made before or after termination of this Agreement Agreement), then the Company shall pay Parent the Termination Fee by wire transfer of same-day funds on the earlier of the date the Company enters into such Contract or any other consummates such Takeover Proposal. For purposes of this Section 7.2(b)(ii), all references to “twenty percent (20%)” in the definitive of Acquisition Transaction Document, in shall be deemed to refer to fifty percent (50%). (iii) If the event that (A) the Company terminates this Agreement has been validly terminated (i) by PJC pursuant to Section 10.1(d7.1(a)(i)(B) and (B) at the time of such termination all conditions to the consummation of the Offer are satisfied or Section 10.2(fwaived except for the conditions set forth in Paragraphs (b), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(cc) or pursuant to Section 10.1(e(d) of Annex I and (unless C)(I) in the case of Section 10.1(e), PJCsuch Paragraph (b) the reason any waiting period has not expired relates solely to the Company’s material breach was the basis for such termination) EVH Business or (iiiII) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of Paragraphs (c) or (d) the suit, action, proceeding statute, rule, regulation, judgment, order or injunction is related solely to the Company’s EVH Business, the Parent shall pay to the Company a termination fee of $30,000,000 (the “HSR Termination Fee”) provided, however, the Company shall not be entitled to the HSR Termination Fee if, prior to or at the time of the termination, Parent is entitled to terminate this clause Agreement for any reason (iii), within sixty (60excluding any cure or notice provisions) days or the Company is in breach of such termination Emergent enters into any agreement its obligations set forth in Section 5.6 with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by EmergentHSR Act. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in In the event that: (i) this Agreement is terminated by the Partnership or Parent pursuant to Section 7.01(b)(i) or Section 7.01(b)(iii) or by Parent pursuant to Section 7.01(c)(i); provided that (A) a bona fide Takeover Proposal shall have been made to the contraryPartnership Board or publicly made, and without limiting any other provision proposed or communicated by a third party after the date of this Agreement and not withdrawn prior to the time this Agreement is terminated and (B) within 12 months of the date this Agreement is terminated, the Partnership enters into a definitive agreement to consummate any Takeover Proposal or consummates any other Transaction DocumentTakeover Proposal; provided that, for purposes of clauses (A) and (B) of this Section 7.03(a)(i), the references to “15%” in the event that definition of Takeover Proposal shall be deemed to be references to “50%”; or (ii) this Agreement has been validly is terminated (iA) by PJC Parent pursuant to Section 10.1(d7.01(c)(ii) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes Partnership or Parent pursuant to Section 10.1(c7.01(b)(i) or if Parent could have terminated this Agreement pursuant to Section 10.1(e7.01(c)(ii) (unless in the case of Section 10.1(e)at such time, PJC’s material breach was the basis for such termination) or (iiiB) by PJC or Emergent the Partnership pursuant to Section 10.1(b) or Section 10.1(g) and7.01(d)(ii); then, in the case of this clause (iii), within sixty (60) days of any such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of event under clause (i) or clause (ii) of this Section 7.03(a)) or entry into such an agreement or consummation of such Alternative Proposal (in , the case of clause (iii)) Emergent Partnership shall pay or cause to be paid the Partnership Termination Fee to PJC and Triax the aggregate amount Parent or its designee by wire transfer of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed same-day funds to an account designated by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that Parent for such payment (x) this Agreement has been validly terminated by Emergent pursuant to in the case of Section 10.1(b) and 7.03(a)(ii)(A), within two business days after such termination, (y) Emergent has not entered into an Alternative Proposal in the case of Section 7.03(a)(ii)(B), simultaneously with such termination or (z) in the case of Section 7.03(a)(i), within sixty (60) two business days after the earlier of the date entry into a definitive agreement or the consummation of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC Takeover Proposal referred to therein; it being understood that in no event shall the Partnership be required to pay or cause to be paid the applicable Partnership Termination Fee on more than one occasion. In the event that the Parent Expenses have been actually paid by the Partnership pursuant to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00Section 7.03(c) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a upon subsequent payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due Partnership Termination Fee pursuant to this Section 10.37.03(a), and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on amount of the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road Parent Expenses shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3credited towards the payment of the Partnership Termination Fee.

Termination Fee. (a) Notwithstanding anything in If: (i) this Agreement is terminated by the Fortis Parties pursuant to Section 7.1(g) (provided such termination is not caused by, or does not result from, the Fortis Parties’ breach of this Agreement); or (ii) this Agreement is terminated by the Fortis Parties pursuant to Section 7.1(e); or (iii) an Acquisition Proposal or any amendment thereto or variation thereof is publicly announced prior to the contrarydate of the First Shareholders’ Meeting, and without limiting any other provision within nine (9) months after the date of termination of this Agreement any Person enters into a definitive agreement with respect to, or consummates, any of the following: (i) direct or indirect acquisition of the assets of the Company or its Subsidiaries equal to 50.01% or more of the Company’s consolidated assets or to which 50.01% or more of the Company’s revenues or earnings on a consolidated basis are attributable (other Transaction Documentthan pursuant to a bona fide securitization transaction) or, (ii) a direct or indirect acquisition of (A) 50.01% or more of the Company’s interest in CF Leasing or (B) 50.01% or more of the outstanding Common Shares, (iii) a tender offer or exchange offer that, if consummated, would result in any Person beneficially owning 50.01% or more of the outstanding Common Shares, or (iv) a merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company; other than, in any such case, the transactions contemplated by this Agreement; or (iv) this Agreement is terminated as a result of Purchaser failing to exercise its right to make an amended proposal pursuant to Section 8.1(e); or (b) If the Company enters into a Proposed Agreement in accordance with Section 8.1(e); Then, in the event that this Agreement has been validly terminated (i) by PJC pursuant of a termination referred to in Section 10.1(d) or Section 10.2(f8.2(a)(i), the Company shall reimburse the Fortis Parties for their reasonable costs and expenses incurred in connection with this Agreement, including fees of counsel, accountants, and financial advisors, to a maximum of $1,500,000, and (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority event of the aggregate principal amount of the outstanding Convertible Notes pursuant other events referred to Section 10.1(c) or pursuant to Section 10.1(e) in subsection (unless in the case of Section 10.1(ea), PJC’s material breach was and immediately prior to the basis for such termination) or event referred to in subsection (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iiib), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent Company shall pay or cause to be paid to PJC and Triax the aggregate amount Sponsor, by way of One Million Five Hundred Thousand Dollars ($1,500,000.00) in wire transfer of immediately available funds, payable as instructed the sum of $5,950,000, to be reduced by PJC and Triaxany expenses previously reimbursed (the “Termination Fee”). In addition The Company shall not be obligated to the foregoing, and notwithstanding anything in make more than one payment of a Termination Fee under this Agreement to the contrary, and without limiting any other provision of this Agreement Section 8.2 if one or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days more of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC events specified herein occurs. This Section shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of survive the termination of this Agreement that resulted in the making of such paymentAgreement. (c) Emergent and each Consenting Convertible Note Holder acknowledges The Parties acknowledge that the agreements contained in this Section 10.3 8.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC the Fortis Parties would not enter into this Agreement. Accordingly, if Emergent Payment of the Termination Fee described in this Section 8.2 shall not be in lieu of damages incurred in the event of an intentional or willful breach of this Agreement but is otherwise the sole and exclusive remedy of the Fortis Parties in connection with any termination of this Agreement as provided in Section 7.1. If the Company fails promptly to pay any amounts due pursuant to this Section 10.3, the Termination Fee and, in order to obtain such payment, PJC and/or Triax Sponsor commences a Legal Proceeding that results suit to collect the Termination Fee, then and in a judgment against Emergent for such event the amounts set forth prevailing Party in this Section 10.3, Emergent any such action shall pay be entitled to PJC and Triax their recovery of its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) from the other Party incurred in connection with the prosecution or defense of any such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annumaction. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in In the event that this Agreement has been validly is terminated (i) by PJC the Company pursuant to Section 10.1(d9.1(e) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes Buyer pursuant to Section 10.1(c9.1(b)(i) or and at such time the Company was entitled to terminate this Agreement pursuant to Section 10.1(e9.1(e), the Buyer shall pay to the Company a cash amount equal to $12,500,000 (the “Financing Termination Fee”). In the event that this Agreement is terminated (x) by the Company pursuant to Section 9.1(c) (unless solely in the case event of the Buyer’s Willful Breach of Section 10.1(e), PJC’s material breach was the basis for such termination5.3) or (iiiy) by PJC or Emergent either party pursuant to (A) Section 10.1(b9.1(b)(i) as a result of any of the conditions set forth in Section 8.1(a) or Section 10.1(g8.1(b) (to the extent relating to a Specified Antitrust Law or the French FDI Regime) not being satisfied by the Outside Date or (B) Section 9.1(b)(ii) (to the extent relating to a Specified Antitrust Law or the French FDI Regime), and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that clauses (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of at or prior to the date time of such termination, then within two the conditions to Closing set forth in Sections 8.1 and 8.2 other than any of the conditions set forth in Section 8.1(a) or Section 8.1(b) (2to the extent relating to a Specified Antitrust Law or the French FDI Regime) Business Days following have been satisfied or waived by the expiration of such sixty Buyer (60) day period, PJC shall pay or cause other than those conditions that by their nature are to be paid satisfied at Closing, so long as such conditions remain capable of being so satisfied at Closing), the Buyer will pay to Emergent the Company a cash amount of One Million Five Hundred Thousand Dollars equal to $5,000,000 ($1,500,000.00) in immediately available fundstogether with the Financing Termination Fee, payable as instructed by Emergentapplicable, the “Termination Fee”). (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder The Buyer acknowledges that (i) the agreements agreement contained in this Section 10.3 are 9.3(a) is an integral part of the transactions contemplated by this Agreement Agreement, (ii) the amount of, and thatthe basis for payment of, the fee described therein is reasonable and appropriate in all respects and (iii) without these agreementsthis agreement, PJC the Company would not enter into this Agreement. Accordingly, if Emergent the Buyer fails to pay any amounts due pursuant to this Section 10.3, in a timely manner the applicable Termination Fee and, in order to obtain such payment, PJC and/or Triax commences the Company makes a Legal Proceeding claim that results in a judgment against Emergent for the amounts amount set forth in this Section 10.39.3(a), Emergent the Buyer shall pay to PJC and Triax their the Company its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceedingsuit, together with interest on the amounts due pursuant amount set forth in Section 9.3(a) at the prime rate of Bank of America, N.A. in effect from time to this Section 10.3 time from the date such payment was required to be made until hereunder, provided, that the date aggregate amount of such payment at obligation shall not exceed $750,000. All payments under this Section 9.3 shall be made by wire transfer of immediately available funds to an account designated by the rate of ten percent (10%) per annumCompany. (dc) Simultaneously If the Buyer is obligated to pay and does pay the applicable Termination Fee under Section 9.3(a), the Company’s receipt of the Termination Fee (together with any enforcement costs pursuant to Section 9.3(b), if, and solely to the execution extent, payable) in full shall be the sole and delivery exclusive remedy of the Company and any of its Affiliates against the Buyer, its Affiliates, and their respective officers, directors, managers, partners, members, advisors, consultants, agents and each of their respective assignees (collectively, but excluding the Buyer, the “Buyer Related Parties”) for any Losses suffered as a result of the failure of the Closing to be consummated or for a breach or failure to perform hereunder, and neither the Buyer nor any Buyer Related Party shall have any further Liability relating to or arising out of this Agreement. The Buyer Related Parties are express third party beneficiaries of this Section 9.3(c). The Company further agrees that, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally if the Buyer is obligated to pay and does timely pay the applicable Termination Fee under Section 9.3(a), the maximum aggregate liability of the Buyer Related Parties, taken as a whole, under this Agreement and the agreements contemplated hereby (including the other Transaction Documents) shall be limited to an amount equal to the amount of the applicable Termination Fee (together with any amounts due enforcement costs pursuant to PJC Section 9.3(b), if, and solely to the extent, payable), and in accordance with no event shall, the Company or any of its Affiliates or their respective Representatives seek to recover, or be entitled to recover, any money damages or other losses or damages of any kind, character or description following the termination of this Agreement in excess of such amount. Notwithstanding anything in this Section 10.39.3(c) or this Agreement to the contrary, the Company may seek specific performance of the Buyer’s obligation to consummate the Closing pursuant to Section 11.13 in circumstances where the Financing Termination Fee is paid or payable (including where the Company would have the right to terminate this Agreement pursuant to Section 9.1(e)), but in no event shall the Company be permitted or entitled to receive both a grant of specific performance of the Buyer’s obligation to consummate the Closing and payment of the Financing Termination Fee.

Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in Agreement: i. In the event that this Agreement has been validly is terminated (i) by PJC Seller pursuant to (A) Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e14(a)(v) (unless in the case of Section 10.1(e), PJC’s material with respect to a breach was the basis for such terminationor failure to perform by PropCo Purchaser) or (iiiB) Section 14(a)(viii) then, PropCo Purchaser shall pay, or cause to be paid, to Seller by PJC or Emergent pursuant wire transfer of immediately available funds a fee in an amount equal to Section 10.1(b) or Section 10.1(g) and, in $150,000,000 (the case of this clause (iii“PropCo Financing Termination Fee”), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination. ii. In the event that (A) this Agreement is terminated by Seller or the Purchasers (x) pursuant to Section 14(a)(ii) and at the time of such termination the condition set forth in Section 12(a)(iii)(2) has not been satisfied or (y) pursuant to Section 14(a)(iii) in respect of an Order, then Law or other action relating to the matters set forth in Section 12(a)(iii)(2); (B) at the time of such termination, all of the conditions to Closing set forth in Sections 12(a) and 12(b) hereof (including Sections 12(a)(iii)(1) and 12(a)(iii)(3)) and Sections 9(a) and 9(b) of the Real Estate Purchase Agreement have been satisfied (other than (I) the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or the condition set forth in Section 12(a)(iii)(2), (II) the condition set forth in Section 9(a) of the Real Estate Purchase Agreement solely with respect to Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or Section 12(a)(iii)(2) and (III) those conditions, which by their nature, are to be satisfied on the Closing Date but which are capable of being satisfied assuming the Closing were to occur on the date of termination); and (C) (x) there has been no willful and intentional action by Seller or any of its Affiliates with respect to the matters set forth in Section 12(a)(iii)(2), or (y) no limitation or suspension of, or failure of Seller and its Affiliates to hold, any Gaming License required to conduct operations at the Premises has occurred since the date of this Agreement that, in each case (clauses (x) and (y)), has caused the failure of any of the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or Section 12(a)(iii)(2) or Section 9(a) of the Real Estate Purchase Agreement (solely with respect to Sections 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or Section 12(a)(iii)(2)) to be satisfied, then, OpCo Purchaser shall pay, or cause to be paid, to Seller by wire transfer of immediately available funds a fee in an amount equal to $150,000,000 (the “OpCo Regulatory Termination Fee”), within two (2) Business Days following of the expiration date of such sixty termination. iii. In the event that (60A) day periodthis Agreement is terminated by Seller or the Purchasers (x) pursuant to Section 14(a)(ii) and at the time of such termination the condition set forth in Section 12(a)(iii)(3) has not been satisfied or (y) pursuant to Section 14(a)(iii) in respect of an Order, PJC Law or other action relating to the matters set forth in Section 12(a)(iii)(3); (B) at the time of such termination, all of the conditions to Closing set forth in Sections 12(a) and 12(b) hereof (including Sections 12(a)(iii)(1) and 12(a)(iii)(2)) and Sections 9(a) and 9(b) of the Real Estate Purchase Agreement have been satisfied (other than (I) the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or the condition set forth in Section 12(a)(iii)(3), (II) the condition set forth in Section 9(a) of the Real Estate Purchase Agreement solely with respect to Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or Section 12(a)(iii)(3) and (III) those conditions, which by their nature, are to be satisfied on the Closing Date but which are capable of being satisfied assuming the Closing were to occur on the date of termination); and (C) (x) there has been no willful and intentional action by Seller or any of its Affiliates with respect to the matters set forth in Section 12(a)(iii)(3), or (y) no limitation or suspension of, or failure of Seller and its Affiliates to hold, any Gaming License required to conduct operations at the Premises has occurred since the date of this Agreement that, in each case (clauses (x) and (y)), that has caused the failure of any of the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or Section 12(a)(iii)(3) or Section 9(a)(i) of the Real Estate Purchase Agreement (solely with respect to Sections 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or Section 12(a)(iii)(3)) to be satisfied, then, PropCo Purchaser shall pay pay, or cause to be paid paid, to Emergent the amount Seller by wire transfer of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available fundsfunds a fee in an amount equal to $150,000,000 (the “PropCo Regulatory Termination Fee”), payable as instructed by Emergentwithin two (2) Business Days of the date of such termination. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder iv. Each party acknowledges that the agreements contained in provisions of this Section 10.3 14(c) are an integral part of the transactions contemplated by this Agreement and the Real Estate Purchase Agreement and that, without these agreements, PJC Seller, on one hand, and the Purchasers, on the other hand, would not enter into this Agreement or the Real Estate Purchase Agreement. Accordingly, if Emergent If PropCo Purchaser or OpCo Purchaser fails to promptly pay any amounts the amount due by it pursuant to this Section 10.314(c), andinterest shall accrue on such amount on a daily basis from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made, plus five percent (5%). If, in order to obtain such payment, PJC and/or Triax Seller commences a Legal Proceeding an Action that results in a judgment against Emergent for Seller for the amounts set forth in this Section 10.3payment of such amount, Emergent PropCo Purchaser or OpCo Purchaser, as applicable, shall pay to PJC and Triax their Seller its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Legal ProceedingAction (such expenses and interest, together with interest collectively, “Enforcement Costs”); provided, however, that in all circumstances the maximum aggregate amount of the Enforcement Costs shall be $3,000,000 for each Purchaser. In no event shall either Purchaser be obligated to pay more than one Termination Fee, or a Termination Fee on more than one occasion; and in no event shall (w) OpCo Purchaser be responsible for or pay the PropCo Financing Termination Fee or the PropCo Regulatory Termination Fee, (x) PropCo Purchaser be responsible for or pay the OpCo Regulatory Termination Fee, (y) PropCo Purchaser be obligated to pay the PropCo Regulatory Termination Fee if OpCo Purchaser is obligated to pay the OpCo Regulatory Termination Fee and (z) OpCo Purchaser be obligated to pay the OpCo Regulatory Termination Fee if PropCo Purchaser is obligated to pay the PropCo Regulatory Termination Fee. The parties acknowledge that none of the PropCo Financing Termination Fee payable pursuant to Section 14(c)(i), the OpCo Regulatory Termination Fee payable pursuant to Section 14(c)(ii) or the PropCo Regulatory Termination Fee payable pursuant to Section 14(c)(iii) is a penalty, but are liquidated damages, and the damages resulting from termination of this Agreement under circumstances in which the PropCo Financing Termination Fee, the OpCo Regulatory Termination Fee or the PropCo Regulatory Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to Sections 14(c)(i), 14(c)(ii) or 14(c)(iii) or this Section 14(c)(iv), as applicable, are reasonable forecasts of the actual damages that compensate the Seller and the Seller Related Parties for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and the Real Estate Purchase Agreement and in reliance upon this Agreement and the Real Estate Purchase Agreement and on the amounts due expectation of the consummation of the transactions contemplated herein and therein, and for the loss suffered by reason of the failure of such consummation. v. Notwithstanding anything to the contrary set forth in this Agreement, in any circumstance in which this Agreement is terminated and the PropCo Financing Termination Fee is payable pursuant to Section 14(c)(i) or the PropCo Regulatory Termination Fee is payable pursuant to Section 14(c)(iii), the PropCo Financing Termination Fee or the PropCo Regulatory Termination Fee, as applicable, shall constitute the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of Seller and its Subsidiaries and each of their respective Seller Releasing Parties against PropCo Purchaser or any PropCo Purchaser Released Party for any breach, loss or damage with respect to this Section 10.3 from Agreement, the date such payment was required Real Estate Purchase Agreement or any Ancillary Agreement or for the failure of the transactions contemplated hereby or thereby to be made until consummated, and upon payment of the date PropCo Financing Termination Fee or the PropCo Regulatory Termination Fee, as applicable, none of payment at PropCo Purchaser or any of the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery PropCo Purchaser Released Parties shall have any further liability or obligation relating to or arising out of this Agreement, Emergent the Real Estate Purchase Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby (including any liability for or damages arising out of (i) the willful and material breach by PropCo Purchaser of any provision of this Agreement prior to the valid termination of this Agreement or (ii) fraud with respect to any provision of this Agreement prior to the valid termination of this Agreement), except that PropCo Purchaser shall cause Lamington Road also be obligated to execute Seller for any Enforcement Costs and deliver to PJC a written undertaking in form and substance satisfactory to PJC any interest payable pursuant to which Lamington Road Section 14(c)(iv); provided, that, nothing in this Section 14(c) shall be legally obligated limit the ability of the Seller to pay any amounts due recover reimbursement for costs and expenses and indemnification under Section 5(g)(ii)(4) (Financial Statements and Reports) or Section 5(i)(iii) (Financing Cooperation); provided, further, that, subject to PJC Sections 14(d)(ii) and 14(d)(iv), nothing in this Section 14(c) shall restrict the right of Seller to an injunction, specific performance or other equitable relief in accordance with Section 14(d) prior to the termination of this Agreement. vi. Notwithstanding anything to the contrary set forth in this Agreement, in any circumstance in which this Agreement is terminated and the OpCo Regulatory Termination Fee is payable pursuant to Section 14(c)(ii), the OpCo Regulatory Termination Fee shall constitute the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of Seller and its Subsidiaries and each of their respective Seller Releasing Parties against OpCo Purchaser or any OpCo Purchaser Released Party for any breach, loss or damage with respect to this Agreement, the Real Estate Purchase Agreement or any Ancillary Agreement or for the failure of the transactions contemplated hereby or thereby to be consummated, and upon payment of the OpCo Regulatory Termination Fee, none of OpCo Purchaser or any of the OpCo Purchaser Released Parties shall have any further liability or obligation relating to or arising out of this Agreement, the Real Estate Purchase Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby (including any liability for or damages arising out of (i) the willful and material breach by OpCo Purchaser of any provision of this Agreement prior to the valid termination of this Agreement or (ii) fraud with respect to any provision of this Agreement prior to the valid termination of this Agreement), except that OpCo Purchaser shall also be obligated to Seller for any Enforcement Costs and any interest payable pursuant to Section 14(c)(iv); provided, that, nothing in this Section 10.314(c) shall limit the ability of the Seller to recover reimbursement for costs and expenses and indemnification under Section 5(i)(v) (Financing Cooperation); provided, further, that, subject to Sections 14(d)(ii) and 14(d)(iv), nothing in this Section 14(c) shall restrict the right of Seller to an injunction, specific performance or other equitable relief in accordance with Section 14(d) prior to the termination of this Agreement.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated If (i) this Agreement is terminated by PJC Cardurion pursuant to Section 10.1(d) or Section 10.2(f8.1.1(g), or (ii) (A) after the Execution Date, an Acquisition Proposal shall have been publicly announced or made known and not withdrawn, (B) thereafter this Agreement is terminated by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes Cardurion or Imara pursuant to Section 10.1(c8.1.1(f) and (C) at any time on or pursuant prior to Section 10.1(e) the one-year anniversary of such termination, Imara completes or enters into a definitive agreement providing for, or consummates, a transaction that constitutes an Acquisition Proposal (unless with all references to “fifteen percent (15%)” in the case definition of Section 10.1(eAcquisition Proposal being deemed to be references to “fifty percent (50%)” and disregarding the proviso in the definition of Acquisition Proposal), PJC’s material breach was whether or not such Acquisition Proposal is the basis for such termination) same as the original Acquisition Proposal made, communicated or (iii) by PJC publicly announced or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliatesmade known and not withdrawn, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent Imara shall pay or cause to be paid to PJC and Triax the aggregate amount of Cardurion One Million Five Hundred Thousand Dollars ($1,500,000.001,500,000) (the “Termination Fee”), in cash by wire transfer of immediately available funds to the account designated in writing by ▇▇▇▇▇▇▇▇▇, (1) in immediately available fundsthe case of clause (i), payable as instructed by PJC within [**] following such termination, and Triax(2) in the case of clause (ii), upon the earlier to occur of the consummation of such transaction or Imara’s entry into a definitive agreement with respect to such transaction. In addition Notwithstanding anything to the foregoing, and notwithstanding anything contrary in this Agreement Agreement, if the full Termination Fee shall become due and payable in accordance with this Section 8.1.3, from and after such termination and payment of the Termination Fee in full pursuant to the contraryand in accordance with this Section 8.1.3, and without limiting other than with respect to claims for fraud, neither Imara nor any other provision of its Affiliates or representatives shall have any further Liability of any kind for any reason in connection with this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts hereby other than as set forth in this Section 10.3, Emergent 8.1.3. In no event shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was Imara be required to be made until pay the date of payment at the rate of ten percent (10%) per annumTermination Fee on more than one occasion. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to In the contrary, and without limiting any other provision event that (i) a Pre-Termination Takeover Proposal Event (as hereinafter defined) shall have occurred after the date of this Agreement and thereafter this Agreement is terminated by either State Street or any other Transaction DocumentInvestors Financial pursuant to Section 8.1(c) or 8.1(f), in and (ii) prior to the date that is twelve (12) months after the date of such termination Investors Financial consummates or enters into a definitive agreement with respect to an Alternative Transaction, Investors Financial shall, on the earlier of the date of such entry into a definitive agreement with respect to, or consummation of, an Alternative Transaction, pay State Street a fee equal to $165,000,000 by wire transfer of same day funds. (b) In the event that this Agreement has been validly is terminated (i) by PJC State Street pursuant to Section 10.1(d) or Section 10.2(f8.1(e), (ii) then Investors Financial shall pay State Street a fee equal to $165,000,000 by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority wire transfer of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then same day funds within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) business days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (bc) Notwithstanding anything For purposes of this Section 8.4, a “Pre-Termination Takeover Proposal Event” shall be deemed to occur if, prior to the event giving rise to the right to terminate this Agreement, a bona fide Alternative Proposal shall have been made known to Investors Financial or any of its Subsidiaries or has been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Alternative Proposal (the term Alternative Transaction, as used in the definition of Alternative Proposal for purposes of this Section 8.4, and as used in this Agreement Section 8.4, shall have the same meaning set forth in Section 6.11 except that the references to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment “more than 25%” and “at least 75%” shall be deemed to be liquidated damagesreferences to “50% or more” and “a majority,” respectively); (d) Notwithstanding anything to the contrary herein, and the maximum aggregate amount of fees payable under this Section 8.4 shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment$165,000,000. (ce) Emergent and each Consenting Convertible Note Holder Investors Financial acknowledges that the agreements contained in this Section 10.3 8.4 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC State Street would not enter into this Agreement. Accordingly; accordingly, if Emergent Investors Financial fails promptly to pay any amounts the amount due pursuant to this Section 10.38.4, and, in order to obtain such payment, PJC and/or Triax State Street commences a Legal Proceeding that suit which results in a judgment against Emergent Investors Financial for the amounts fee set forth in this Section 10.38.4, Emergent Investors Financial shall pay to PJC and Triax their State Street its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annumsuit. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in If this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly is terminated (i) by PJC the Company or Buyer pursuant to Section 10.1(d8.1(e) where the applicable injunction or other order is issued pursuant to any Antitrust Law, (ii) by the Company pursuant to Section 8.1(c) due to a material breach by Buyer of Section 5.2, which breach results in the conditions set forth in either Section 6.1(a) or Section 10.2(f6.1(b) (in each case, as such conditions apply with respect to any Antitrust Law) being incapable of being satisfied, or (iii) by the Company or Buyer pursuant to Section 8.1(d) and as of the Outside Date, one or more of the conditions set forth in Section 6.1(a) or Section 6.1(b) (in each case, as such conditions apply with respect to any Antitrust Law) has not been satisfied and, in each case of clauses (i), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause and (iii), within sixty all of the other conditions set forth in Article VI have been satisfied or are capable of being satisfied (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one any such conditions which by their nature cannot be satisfied until the Closing Date but subject to such conditions being capable of PJC’s Affiliatesbeing satisfied if the Closing Date were the date of termination), then Buyer will, within two three (23) Business Days following any such termination (termination, pay to the Company or its designee in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) cash by wire transfer in immediately available funds, payable as instructed funds to an account designated by PJC and Triaxthe Company a termination fee in an amount equal to $17,500,000.00 (the “Termination Fee”). In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder Each Party acknowledges that the agreements contained in this Section 10.3 8.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC the Company would not enter into this Agreement. Accordingly, if Emergent Buyer fails to promptly pay any amounts applicable amount when due pursuant to this Section 10.38.3, and, in order to obtain such payment, PJC and/or Triax the Company commences a Legal Proceeding suit that results in a judgment against Emergent Buyer for the amounts fee set forth in this Section 10.38.3 or any portion of such fee, Emergent then Buyer shall pay to PJC and Triax their the Company its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceedingsuit, together with interest on the amounts due pursuant to this Section 10.3 from amount of the fee at the prime rate published in The Wall Street Journal on the date such payment was required to be made until through the date of payment at the rate of ten percent (10%) per annumpayment. (da) Simultaneously with Notwithstanding anything to the execution and delivery of contrary contained in this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC any circumstance in which the Buyer makes payment of the Termination Fee pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.38.3, the Termination Fee shall constitute the sole and exclusive remedy of the Company, the Equity Holders and any of their respective Affiliates against Buyer, Merger Sub or any of their respective Affiliates for all Losses suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or thereunder or otherwise arising out of, or directly or indirectly relating to this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, and upon payment of the Termination Fee, none of Buyer, Merger Sub or any of their respective Affiliates shall have any further liability or obligation to the Company, any Equity Holder or any of their respective Affiliates relating to or arising out of this Agreement or the transactions contemplated hereby under any theory of law or equity.

Termination Fee. (a) Notwithstanding anything in If this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly is terminated (i) by PJC CP&L and Holdco pursuant to Section 10.1(d7.1(b) or Section 10.2(f)hereof, and there shall have been an Alternative Proposal that at -------------- such time shall not have been (y) rejected by FPC and its Board of Directors and (z) withdrawn by the party making such Alternative Proposal; (ii) by Convertible Note Holders, including FPC or CP&L and Holdco pursuant to the Consenting Convertible Note Holders, that, first sentence of Section 7.1 hereof because the FPC ----------- shareholder approval specified in Section 6.1(a) is not obtained at the aggregate, hold a majority meeting -------------- called therefor or at any adjournment thereof; provided that at the time of the aggregate principal amount -------- FPC Special Meeting there shall have been an Alternative Proposal that at such time shall not have been (y) rejected by FPC and its Board of Directors and (z) withdrawn by the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for party making such termination) or Alternative Proposal; (iii) by PJC or Emergent CP&L and Holdco pursuant to Section 10.1(b7.1(d)(ii) or and the breach by FPC giving rise to such ------------------ right of termination was a breach of Section 10.1(g5.3 hereof (except for a breach ----------- that was both inadvertent and was cured as promptly as commercially practicable after FPC became aware of such breach); (iv) and, in the case of this by CP&L and Holdco pursuant to clause (iii) of Section 7.1(d), within sixty ; or (60v) days of such termination Emergent enters into any agreement with respect by FPC pursuant to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s AffiliatesSection -------------- ------- 7.1(e) hereof, then FPC shall promptly (and in any event within two (2) Business Days following such days of ------ receipt by FPC of written notice from Holdco) pay to Holdco (by wire transfer of immediately available funds to an account designated by Holdco) a termination fee of $150,000,000.00, together with an amount equal to all documented out-of- pocket expenses and fees (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of, in connection with or related to the Exchange or the other transactions contemplated by this Agreement) not to exceed $25,000,000.00 in the case of aggregate ("Out-of-Pocket Expenses") incurred by CP&L and Holdco or on their behalf. (b) If this Agreement is terminated (i) by FPC pursuant to Section ------- 7.1(c), or (ii) by CP&L and Holdco pursuant to either clause (i) or clause (ii)) or entry into of ------ Section 7.1(d) and the breach by FPC giving rise to such an agreement or consummation right of such Alternative Proposal termination -------------- was not a breach described in Section 7.3(a)(iii) hereof, then, (in the case of clause (iii)y) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that ------------------- of a termination pursuant to Section 7.1(d)(i) or Section 7.1(d)(ii), FPC shall ----------------- ------------------ promptly (but not later than five (5) business days after notice of termination) pay to CP&L or Holdco their Out-of-Pocket Expenses or (x) this Agreement has been validly terminated by Emergent in the event of a termination pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination7.1(c), then within two CP&L and Holdco shall promptly (2but -------------- not later than five (5) Business Days following the expiration business days after notice of such sixty (60termination) day periodpay to FPC its Out-of-Pocket Expenses; provided that in either case, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in if this Agreement to the contrary, if PJC, Triax or Emergent receives is -------- terminated as a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any result of a willful breach of the a representation, warranty, covenant, obligation covenant or agreement hereunder that was by the basis of other party, the termination of this Agreement that resulted non-breaching party may pursue any remedies available to it at law or in the making of such payment.equity and shall be entitled to recover any additional amounts pursuant thereto. 100 (c) Emergent and each Consenting Convertible Note Holder acknowledges The parties agree that the agreements contained in this Section 10.3 ------- 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would --- constitute liquidated damages and not enter into this Agreementa penalty. Accordingly, if Emergent If one party fails to promptly pay to the other any amounts fees due pursuant to this Section 10.3hereunder, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent defaulting party shall pay to PJC and Triax their the costs and expenses (including reasonable attorneys’ legal fees and expenses) in connection with such Legal Proceedingany action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amounts due pursuant amount of any unpaid fee at the publicly announced prime rate of Citibank, N.A. in effect from time to this Section 10.3 time from the date such payment fee was required to be made until the date of payment at the rate of ten percent (10%) per annumpaid. (d) Simultaneously with This Section 7.3 shall be the execution and delivery sole remedy of the parties hereto in ----------- the event of any termination of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in Agreement: (i) In the event that this Agreement has been validly is terminated (i) by PJC Seller pursuant to (A) Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e14(a)(v) (unless in the case of Section 10.1(e), PJC’s material with respect to a breach was the basis for such terminationor failure to perform by PropCo Purchaser) or (iiiB) Section 14(a)(viii) then, PropCo Purchaser shall pay, or cause to be paid, to Seller by PJC or Emergent pursuant wire transfer of immediately available funds a fee in an amount equal to Section 10.1(b) or Section 10.1(g) and, in $150,000,000 (the case of this clause (iii“PropCo Financing Termination Fee”), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination. (ii) In the event that (A) this Agreement is terminated by Seller or the Purchasers (x) pursuant to Section 14(a)(ii) and at the time of such termination the condition set forth in Section 12(a)(iii)(2) has not been satisfied or (y) pursuant to Section 14(a)(iii) in respect of an Order, then Law or other action relating to the matters set forth in Section 12(a)(iii)(2); (B) at the time of such termination, all of the conditions to Closing set forth in Sections 12(a) and 12(b) hereof (including Sections 12(a)(iii)(1) and 12(a)(iii)(3)) and Sections 9(a) and 9(b) of the Real Estate Purchase Agreement have been satisfied (other than (I) the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or the condition set forth in Section 12(a)(iii)(2), (II) the condition set forth in Section 9(a) of the Real Estate Purchase Agreement solely with respect to Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or Section 12(a)(iii)(2) and (III) those conditions, which by their nature, are to be satisfied on the Closing Date but which are capable of being satisfied assuming the Closing were to occur on the date of termination); and (C) (x) there has been no willful and intentional action by Seller or any of its Affiliates with respect to the matters set forth in Section 12(a)(iii)(2), or (y) no limitation or suspension of, or failure of Seller and its Affiliates to hold, any Gaming License required to conduct operations at the Premises has occurred since the date of this Agreement that, in each case (clauses (x) and (y)), has caused the failure of any of the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or Section 12(a)(iii)(2) or Section 9(a) of the Real Estate Purchase Agreement (solely with respect to Sections 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or Section 12(a)(iii)(2)) to be satisfied, then, OpCo Purchaser shall pay, or cause to be paid, to Seller by wire transfer of immediately available funds a fee in an amount equal to $150,000,000 (the “OpCo Regulatory Termination Fee”), within two (2) Business Days following of the expiration date of such sixty termination. (60iii) day periodIn the event that (A) this Agreement is terminated by Seller or the Purchasers (x) pursuant to Section 14(a)(ii) and at the time of such termination the condition set forth in Section 12(a)(iii)(3) has not been satisfied or (y) pursuant to Section 14(a)(iii) in respect of an Order, PJC Law or other action relating to the matters set forth in Section 12(a)(iii)(3); (B) at the time of such termination, all of the conditions to Closing set forth in Sections 12(a) and 12(b) hereof (including Sections 12(a)(iii)(1) and 12(a)(iii)(2)) and Sections 9(a) and 9(b) of the Real Estate Purchase Agreement have been satisfied (other than (I) the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or the condition set forth in Section 12(a)(iii)(3), (II) the condition set forth in Section 9(a) of the Real Estate Purchase Agreement solely with respect to Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or Section 12(a)(iii)(3) and (III) those conditions, which by their nature, are to be satisfied on the Closing Date but which are capable of being satisfied assuming the Closing were to occur on the date of termination); and (C) (x) there has been no willful and intentional action by Seller or any of its Affiliates with respect to the matters set forth in Section 12(a)(iii)(3), or (y) no limitation or suspension of, or failure of Seller and its Affiliates to hold, any Gaming License required to conduct operations at the Premises has occurred since the date of this Agreement that, in each case (clauses (x) and (y)), that has caused the failure of any of the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or Section 12(a)(iii)(3) or Section 9(a)(i) of the Real Estate Purchase Agreement (solely with respect to Sections 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or Section 12(a)(iii)(3)) to be satisfied, then, PropCo Purchaser shall pay pay, or cause to be paid paid, to Emergent the amount Seller by wire transfer of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available fundsfunds a fee in an amount equal to $150,000,000 (the “PropCo Regulatory Termination Fee”), payable as instructed by Emergentwithin two (2) Business Days of the date of such termination. (biv) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder Each party acknowledges that the agreements contained in provisions of this Section 10.3 14(c) are an integral part of the transactions contemplated by this Agreement and the Real Estate Purchase Agreement and that, without these agreements, PJC Seller, on one hand, and the Purchasers, on the other hand, would not enter into this Agreement or the Real Estate Purchase Agreement. Accordingly, if Emergent If PropCo Purchaser or OpCo Purchaser fails to promptly pay any amounts the amount due by it pursuant to this Section 10.314(c), andinterest shall accrue on such amount on a daily basis from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made, plus five percent (5%). If, in order to obtain such payment, PJC and/or Triax Seller commences a Legal Proceeding an Action that results in a judgment against Emergent for Seller for the amounts set forth in this Section 10.3payment of such amount, Emergent PropCo Purchaser or OpCo Purchaser, as applicable, shall pay to PJC and Triax their Seller its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Legal ProceedingAction (such expenses and interest, together with interest collectively, “Enforcement Costs”); provided, however, that in all circumstances the maximum aggregate amount of the Enforcement Costs shall be $3,000,000 for each Purchaser. In no event shall either Purchaser be obligated to pay more than one Termination Fee, or a Termination Fee on more than one occasion; and in no event shall (w) OpCo Purchaser be responsible for or pay the PropCo Financing Termination Fee or the PropCo Regulatory Termination Fee, (x) PropCo Purchaser be responsible for or pay the OpCo Regulatory Termination Fee, (y) PropCo Purchaser be obligated to pay the PropCo Regulatory Termination Fee if OpCo Purchaser is obligated to pay the OpCo Regulatory Termination Fee and (z) OpCo Purchaser be obligated to pay the OpCo Regulatory Termination Fee if PropCo Purchaser is obligated to pay the PropCo Regulatory Termination Fee. The parties acknowledge that none of the PropCo Financing Termination Fee payable pursuant to Section 14(c)(i), the OpCo Regulatory Termination Fee payable pursuant to Section 14(c)(ii) or the PropCo Regulatory Termination Fee payable pursuant to Section 14(c)(iii) is a penalty, but are liquidated damages, and the damages resulting from termination of this Agreement under circumstances in which the PropCo Financing Termination Fee, the OpCo Regulatory Termination Fee or the PropCo Regulatory Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to Sections 14(c)(i), 14(c)(ii) or 14(c)(iii) or this Section 14(c)(iv), as applicable, are reasonable forecasts of the actual damages that compensate the Seller and the Seller Related Parties for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and the Real Estate Purchase Agreement and in reliance upon this Agreement and the Real Estate Purchase Agreement and on the amounts due pursuant to this Section 10.3 from expectation of the date consummation of the transactions contemplated herein and therein, and for the loss suffered by reason of the failure of such payment was required to be made until the date of payment at the rate of ten percent (10%) per annumconsummation. (dv) Simultaneously Notwithstanding anything to the contrary set forth in this Agreement, in any circumstance in which this Agreement is terminated and the PropCo Financing Termination Fee is payable pursuant to Section 14(c)(i) or the PropCo Regulatory Termination Fee is payable pursuant to Section 14(c)(iii), the PropCo Financing Termination Fee or the PropCo Regulatory Termination Fee, as applicable, shall constitute the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of Seller and its Subsidiaries and each of their respective Seller Releasing Parties against PropCo Purchaser or any PropCo Purchaser Released Party for any breach, loss or damage with respect to this Agreement, the execution Real Estate Purchase Agreement or any Ancillary Agreement or for the failure of the transactions contemplated hereby or thereby to be consummated, and delivery upon payment of the PropCo Financing Termination Fee or the PropCo Regulatory Termination Fee, as applicable, none of PropCo Purchaser or any of the PropCo Purchaser Released Parties shall have any further liability or obligation relating to or arising out of this Agreement, Emergent the Real Estate Purchase Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby (including any liability for or damages arising out of (i) the willful and material breach by PropCo Purchaser of any provision of this Agreement prior to the valid termination of this Agreement or (ii) fraud with respect to any provision of this Agreement prior to the valid termination of this Agreement), except that PropCo Purchaser shall cause Lamington Road also be obligated to execute Seller for any Enforcement Costs and deliver to PJC a written undertaking in form and substance satisfactory to PJC any interest payable pursuant to which Lamington Road Section 14(c)(iv); provided, that, nothing in this Section 14(c) shall be legally obligated limit the ability of the Seller to pay any amounts due recover reimbursement for costs and expenses and indemnification under Section 5(g)(ii)(4) (Financial Statements and Reports) or Section 5(i)(iii) (Financing Cooperation); provided, further, that, subject to PJC Sections 14(d)(ii) and 14(d)(iv), nothing in this Section 14(c) shall restrict the right of Seller to an injunction, specific performance or other equitable relief in accordance with Section 14(d) prior to the termination of this Agreement. (vi) Notwithstanding anything to the contrary set forth in this Agreement, in any circumstance in which this Agreement is terminated and the OpCo Regulatory Termination Fee is payable pursuant to Section 14(c)(ii), the OpCo Regulatory Termination Fee shall constitute the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of Seller and its Subsidiaries and each of their respective Seller Releasing Parties against OpCo Purchaser or any OpCo Purchaser Released Party for any breach, loss or damage with respect to this Agreement, the Real Estate Purchase Agreement or any Ancillary Agreement or for the failure of the transactions contemplated hereby or thereby to be consummated, and upon payment of the OpCo Regulatory Termination Fee, none of OpCo Purchaser or any of the OpCo Purchaser Released Parties shall have any further liability or obligation relating to or arising out of this Agreement, the Real Estate Purchase Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby (including any liability for or damages arising out of (i) the willful and material breach by OpCo Purchaser of any provision of this Agreement prior to the valid termination of this Agreement or (ii) fraud with respect to any provision of this Agreement prior to the valid termination of this Agreement), except that OpCo Purchaser shall also be obligated to Seller for any Enforcement Costs and any interest payable pursuant to Section 14(c)(iv); provided, that, nothing in this Section 10.314(c) shall limit the ability of the Seller to recover reimbursement for costs and expenses and indemnification under Section 5(i)(v) (Financing Cooperation); provided, further, that, subject to Sections 14(d)(ii) and 14(d)(iv), nothing in this Section 14(c) shall restrict the right of Seller to an injunction, specific performance or other equitable relief in accordance with Section 14(d) prior to the termination of this Agreement.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in In the event that this Agreement has been validly terminated that: (i) this Agreement is terminated by PJC DWM pursuant to Section 10.1(d) or Section 10.2(f‎Section 9.1(d), ; (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes this Agreement is terminated pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g‎Section 9.1(b) and, in at the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date time of such termination, then within two (2x) all of the conditions set forth in Sections 8.1 and 8.3 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that each of such conditions is capable of being satisfied at the Closing), (y) DWM has irrevocably confirmed by written notice to ICLK that all conditions set forth in Section 8.2 have been satisfied, or that it is willing to waive any unsatisfied condition in Section 8.2, and that DWM is ready, willing and able to complete the Merger, and (z) ICLK and/or Merger Sub shall have failed to take necessary steps on its part to effect the Closing prior to the earlier of the Outside Date and twenty (20) Business Days following the expiration of such sixty anticipated Closing Date as set forth under Section 2.2; or (60iii) day periodthis Agreement is terminated pursuant to ‎Section 9.1(f), PJC then ICLK shall pay pay, or cause to be paid paid, to Emergent DWM or its designees an amount in cash equal to US$1,200,000 (the amount “ICLK Termination Fee”) by wire transfer of One Million Five Hundred Thousand Dollars same day funds as promptly as possible ($1,500,000.00but in any event (x) within five (5) Business Days after such termination); it being agreed that in immediately available funds, payable as instructed by Emergentno event shall the Company be required to pay the Company Termination Fee more than once. (b) Notwithstanding anything in In the event that: (i) this Agreement is terminated by ICLK pursuant to ‎Section 9.1(e); (ii) this Agreement is terminated pursuant to ‎Section 9.1(b) and, at the contrarytime of such termination, if PJC(x) all of the conditions set forth in Sections 8.1 and 8.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, Triax provided that each of such conditions is capable of being satisfied at the Closing), (y) ICLK and Merger Sub have irrevocably confirmed by written notice to DWM that all conditions set forth in Section 8.3 have been satisfied, or Emergent receives a payment that they are willing to waive any unsatisfied condition in Section 8.3, and that ICLK and Merger Sub are ready, willing and able to complete the Merger, and (z) DWM shall have failed to take necessary steps on its part to effect the Closing prior to earlier of the Outside Date and twenty (20) Business Days following the anticipated Closing Date as set forth under Section 10.3(a2.2; or (iii) this Agreement is terminated pursuant to ‎Section 9.1(c), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, but solely with respect to such Order or action permanently restraining, enjoining or otherwise prohibiting the DWM Asset Restructuring, then DWM shall pay, or cause to be paid, to ICLK or its designees an amount in cash equal to $1,200,000 (the “DWM Termination Fee”) by wire transfer of same day funds as promptly as possible (but in any breach of event (x) within five (5) Business Days after such termination); it being agreed that in no event shall DWM be required to pay the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such paymentDWM Termination Fee more than once. (c) Emergent In the event that ICLK fails to pay the ICLK Termination Fee, or DWM fails to pay the DWM Termination Fee, when due and in accordance with the requirements of this Agreement, ICLK, on the one hand, or DWM, on the other hand, as the case may be, shall reimburse the other for reasonable costs and expenses actually incurred or accrued by the other Party or Parties (including fees and expenses of counsel) in connection with the collection under and enforcement of this ‎Section 9.3, together with interest on such unpaid ICLK Termination Fee or DWM Termination Fee, as the case may be, commencing on the date that the ICLK Termination Fee or DWM Termination Fee, as the case may be, became due until the date such amount is actually received by the applicable Party, at the prime rate as published in The Wall Street Journal on such date plus 1.00% or a lesser rate that is the maximum permitted by applicable Law. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder. (d) Subject to ‎Section 11.6, ICLK’s right to (i) terminate this Agreement and receive the DWM Termination Fee pursuant to ‎Section 9.3(b), and (ii) if applicable, receive reimbursement and interest pursuant to Section 9.3(c) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any ICLK Party against (A) DWM or the DWM Group Companies, (B) the former, current and future direct or indirect holders of any equity, general or limited partnership or liability company interest, controlling persons, management companies, portfolio companies, incorporators, Representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of DWM or DWM Group Company, or (C) any former, current or future direct or indirect holders of any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, Representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of any of the foregoing (clauses ‎(A) through ‎(C), collectively, the “DWM Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement under this Agreement or any certificate or other document delivered in connection herewith or failure to perform hereunder or other failure of the Merger or the other Transactions to be consummated. For the avoidance of doubt, neither DWM nor any other member of the DWM Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment of the DWM Termination Fee pursuant to ‎Section 9.3(b) and the reimbursement and interest pursuant to Section 9.3(c), and in no event shall (I) any ICLK Group Company, (II) the former, current and future direct or indirect holders of any equity, general or limited partnership or liability company interest, controlling persons, management companies, portfolio companies, incorporators, Representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of any ICLK Group Company, or (C) any former, current or future direct or indirect holders of any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, Representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of any of the foregoing (clauses ‎(I) through ‎(III), collectively, the “ICLK Group”), seek, or permit to be sought, on behalf of any member of the ICLK Group, any monetary damages from any member of the DWM Group in connection with this Agreement (or any certificate or other document delivered in connection herewith) or any of the Transactions, other than (without duplication) from (A) DWM to the extent provided in ‎Section 9.3(b) and ‎Section 9.3(c). This provision was specifically bargained for and is intended to be for the benefit of, and shall be enforceable by, each Consenting Convertible Note Holder member of the DWM Group. (e) Subject to ‎Section 11.6, DWM’s right to terminate this Agreement and receive the ICLK Termination Fee pursuant to ‎Section 9.3(a) and reimbursement and interest under Section 9.3(c) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any member of the DWM Group against any member of the ICLK Group for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement under this Agreement or any certificate or other document delivered in connection herewith or failure to perform hereunder or other failure of the Merger to be consummated. Neither ICLK nor any member of the ICLK Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment by ICLK of the ICLK Termination Fee pursuant to ‎Section 9.3(a) and the reimbursement and interest under Section 9.3(c), and in no event shall DWM or any other member of the DWM Group seek, or permit to be sought, on behalf of any member of the DWM Group, any monetary damages from any member of the ICLK Group in connection with this Agreement (or any certificate or other document delivered in connection herewith) or any of the Transactions, other than (without duplication) from ICLK to the extent provided in ‎Section 9.3(a) and ‎Section 9.3(c). This provision was specifically bargained for and is intended to be for the benefit of, and shall be enforceable by, each member of the ICLK Group. (f) Each of the Parties acknowledges that (i) the agreements contained in this Section 10.3 ‎Section 9.3 are an integral part of the transactions contemplated by Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a ICLK Termination Fee or DWM Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to ‎Section 9.3(a) or ‎Section 9.3(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate DWM or the ICLK, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and thatin reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without these agreementsthe agreements contained in this ‎Section 9.3, PJC the Parties hereto would not enter have entered into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated If (i) by PJC the Company shall have terminated this Agreement pursuant to Section 10.1(d) or Section 10.2(f8.1(g), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes Parent shall have terminated this Agreement pursuant to Section 10.1(c8.1(h) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e8.1(f), PJC’s material breach was the basis for such termination) or (iii) (A) after the date of this Agreement and prior to such termination of this Agreement, an Alternative Proposal (substituting in the definition thereof “fifty percent (50%)” for each of “twenty percent (20%)” and “eighty percent (80%)” in each place each such phrase appears) is made to the Company or the Company Board or publicly proposed or publicly disclosed and not withdrawn (a “Qualifying Transaction”), (B) this Agreement is thereafter terminated (1) by PJC Parent or Emergent the Company pursuant to Section 10.1(b8.1(d) or (2) by Parent or the Company pursuant to Section 8.1(b) and at the time of any such termination, Parent could have terminated this Agreement pursuant to Section 8.1(f) or Section 10.1(g8.1(d), and (C) andconcurrently with or within twelve (12) months after such termination, the Company shall have (I) entered into a definitive agreement providing for a Qualifying Transaction or (II) consummated a Qualifying Transaction (in each case, whether or not the case of this specified Qualifying Transaction referenced in clause (iiiA)), within sixty then the Company shall pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee in an amount equal to $756,500 in cash (60the “Termination Fee”), such payment to be made (x) days of such concurrently with (and as a condition to) termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause above, (ii)y) or entry into such an agreement or consummation of such Alternative Proposal (within one Business Day following termination in the case of clause (ii) above, or (z) within three (3) Business Days after the last to occur of the events set forth in clause (iii)) Emergent above (except, in the case of the consummation of a Qualifying Transaction, the Termination Fee shall pay or cause to be paid concurrently with (and as a condition to) such consummation); it being understood that in no event shall the Company be required to PJC and Triax pay the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and TriaxTermination Fee on more than one occasion. In addition Notwithstanding anything to the foregoing, and notwithstanding anything contrary in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Documentagreement entered into in connection with this Agreement, upon the payment by the Company of the Termination Fee in the event that (x) circumstances where such payment is required by this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days 8.3(a), none of the date of such terminationCompany, then within two its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives (2the “Company Related Parties”) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, have any further liability with respect to this Agreement, the other Transaction Documents or any other agreements, instruments and certificates entered into in connection with the transactions contemplated hereby, including any breach of this Agreement by the representationCompany, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in Agreement, the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of failure to consummate the transactions contemplated by this Agreement and thatAgreement, without these the other Transaction Documents or any of such other agreements, PJC would not enter into this Agreement. Accordinglyinstruments and certificates, if Emergent fails to pay or any amounts due pursuant to this Section 10.3claims, andActions under applicable Laws arising out of any such breach, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses termination or failure (including reasonable attorneys’ fees in the event of fraud or willful and expenses) in connection with such Legal Proceedingmaterial breach), together with interest on to Parent, Merger Sub, the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annumEquity Investor or any Parent Related Party. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, and without limiting any other provision of this Agreement or any other Transaction Documentincluding Section 10.1 above, in the event that this Agreement has been validly terminated if: (i) by PJC (x) Green terminates this Agreement pursuant to Section 10.1(d9.1(d) or (y) Blue terminates this Agreement pursuant to Section 9.1(h), then, in each case, Blue shall pay to Green in same-day funds promptly upon delivery of the written notice of termination required by Section 9.1 an amount in cash equal to $75,000,000 (the “Termination Fee”); or (ii) either Blue or Green terminates this Agreement pursuant to Section 9.1(b) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e9.1(c) (unless in the case of Section 10.1(e)each case, PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that only if both (x) this Agreement has been validly terminated by Emergent pursuant the condition set forth in Section 8.1(e)(i) was satisfied and remained satisfied to Section 10.1(b) provide Blue with adequate time to hold a Shareholder Meeting prior to such termination and (y) Emergent the Shareholder Approval has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(abeen obtained), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation Section 9.1(f) or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.39.1(g), and, in order any case, (A) prior to obtain such paymenttermination, PJC and/or Triax commences there has been an Acquisition Proposal, which Acquisition Proposal has not been publicly withdrawn at least ten (10) Business Days before the date of the Shareholder Meeting, and (B) within twelve (12) months of such termination Blue shall have consummated or entered into a Legal Proceeding that results definitive agreement to effect a transaction pursuant to an Acquisition Proposal (substituting, in a judgment against Emergent each of (A) and (B), “50%” for “15%” in the amounts set forth definition of “Acquisition Proposal” and “Blue or any of its Significant Subsidiaries” for “Blue” in this Section 10.3clauses (B), Emergent (C) and (D) of the definition of “Acquisition Proposal”), then Blue shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal ProceedingGreen the Termination Fee. Notwithstanding the foregoing, together with interest on the amounts due any Expenses previously paid by Blue to Green pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road 10.2 shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3credited toward, and offset against, the payment of the Termination Fee.