Common use of Termination Fee Clause in Contracts

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

Termination Fee. (a) In If (i) prior to the event that Company Shareholder Meeting, a Company Acquisition Proposal is publicly disclosed after the date of this Agreement, (ii) this Agreement is terminated by Parent the Company or Merger Sub Parent, as applicable, pursuant to 8.1(c)(iiSection 7.1(b) [End Date] (provided that the conditions set forth in Section 6.1(b) [No Law Enjoining] and Section 6.1(c) [Expiration of HSR Waiting Period] are satisfied at the time of such termination), Section 7.1(d) [No Company Shareholder Approval] or 8.1(c)(ivSection 7.1(f) [Company Breach of Representation or Failure to Perform Covenant], (iii) such Company Acquisition Proposal shall not have been withdrawn prior to such termination and (iv) within fifteen (15) months after any such termination described in clause (ii), the Company shall have consummated, or shall have entered into an agreement to consummate any Company Acquisition Transaction, which is subsequently consummated (whether before or after such fifteen (15)-month period), then the Company shall pay to Parent an amount equal to the Termination Fee as directed in writing Fee, by Parent as promptly as possible wire transfer of same day federal funds to the account specified by Parent, within three (but in 3) business days after the consummation of any event within two Business Days) following termination of this Agreementsuch Company Acquisition Transaction. (b) In the event that (i) If this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b7.1(g) at the time consummation [Company Change of the Offer is enjoined, provided Company is not in breach Recommendation or Willful Breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executedNon-Solicit], then the Company shall pay to Parent, in cash at within three (3) business days after the earlier date of the time such transaction is consummated or the time such definitive agreement is executedtermination, the Termination Fee, by wire transfer of same day federal funds to the account specified by Parent. (c) Any amount that becomes payable either If this Agreement is terminated by the Company pursuant to Section 8.2(a7.1(h) [Company Superior Offer], then the Company shall pay to Parent, prior to or Section 8.2(b) shall be paid concurrently with the date of such termination, the Termination Fee, by wire transfer of immediately available same day federal funds to an the account designated specified by Parent. (d) Solely for purposes of this Section 7.3, “Company Acquisition Transaction” shall have the meaning ascribed thereto in Section 8.16(a)(viii), except that all references to fifteen percent (15%) shall be changed to fifty percent (50%). (e) The payment of the Termination Fee to Parent pursuant to receive such paymentthis Section 7.3 shall be the sole and exclusive monetary remedy available to Parent, Merger Sub or any of their Affiliates in connection with this Agreement and the Transactions in any circumstance in which the Termination Fee is payable hereunder. In Upon payment of the Termination Fee pursuant to this Section 7.3, Company or its shareholders shall not have any further liability with respect to this Agreement or the Transactions to Parent or its respective stockholders; provided that nothing herein shall release Company from any liability arising out of or resulting from (i) Fraud by it or its Subsidiaries or (ii) the Willful Breach by it or its Subsidiaries of a covenant or other agreement contained in this Agreement. The parties acknowledge and agree that in no event shall the Company be obligated required to pay the Termination Fee on more than one (1) Termination Fee. (d) Each occasion, and in no event shall Parent or Merger Sub on the one hand be entitled to specific performance to cause the Company to consummate the Transactions and payment of the CompanyTermination Fee to Parent. In addition, Parent and Merger Sub acknowledges the parties acknowledge that the agreements contained in this Section 8.2 7.3 are an integral part of the transactions contemplated by this AgreementTransactions and are not a penalty, that and that, without these agreements Parent and Merger Sub agreements, neither party would not have entered enter into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any promptly the amounts due to Parent or Merger Sub pursuant to this Section 8.2 within 7.3 other than due to a failure of Parent to provide the time periods specified in this Section 8.2Company with wire instructions, the Company shall will also pay to Parent interest on that unpaid amount, accruing from its due date at an interest rate per annum equal to five (5) percentage points in excess of the costs prime commercial lending rate quoted by The Wall Street Journal and the reasonable and documented out-of-pocket expenses (including reasonable and documented legal fees and expensesfees) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, action taken to collect payment of payment. Any change in the interest rate hereunder resulting from a change in such amounts, together with interest on such unpaid amounts prime rate will be effective at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until beginning of the date of actual paymentsuch change in such prime rate.

Termination Fee. (a) In the event that this Agreement is terminated by either the Company or Parent or Merger Sub Subsidiary pursuant to 8.1(c)(iiSection 7.1(f), 7.1(h) or 8.1(c)(iv7.1(i), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (promptly, but in any no event within later than two Business Daysdays after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) following termination by wire transfer of this Agreementsame day funds. (b) In the event that (i) this Agreement is terminated by either the Company or Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination Subsidiary pursuant to Section 8.1(b7.1(a), 7.1(d), or 7.1(e) and if (x) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the such termination of this Agreement the commencement, submission or making of an Acquisition a Takeover Proposal shall have been disclosed made known to the Company or announced either publicly or has been made directly to the Company; ’s shareholders generally or any person shall have publicly announced an intention (whether or not conditional) to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (iiiy) within one year twelve (12) months after such termination the date of termination of this Agreement, Company enters into an Acquisition agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated or (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a definitive tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement contemplating an Acquisition with respect to such Takeover Proposal is executedhad been entered into on such date), then the Company shall pay to ParentParent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, in cash at if no agreement is entered into, the earlier of the time date such transaction is consummated or the time such definitive agreement is executed, the Termination Feeconsummated). (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the The Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 8.1 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements agreements, Parent and Merger Sub Subsidiary would not have entered enter into this Agreement; accordingly, and that any amounts payable if the Company fails promptly to pay the amount due pursuant to this Section 8.2 do not constitute 8.1, and, in order to obtain such payment, Parent commences a penalty. If suit which results in a judgment against the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within for the time periods specified fee set forth in this Section 8.28.1, the Company shall pay the to Parent its costs and expenses (including reasonable legal attorneys’ fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts the amount of the fee at the prime lending rate prevailing during such period as published of PNC Bank, National Association in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until the date of actual paymentmade.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(iiSection 7.1(d) or 8.1(c)(iv), by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee as directed in writing by Parent as promptly as possible payable pursuant to this Section 7.3(a) shall be paid no later than the second (but in any event within two 2nd) Business Days) Day following termination of this Agreementpursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) In the event that If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination the Company pursuant to Section 8.1(b7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time consummation of such termination, each of the Offer is enjoined, provided Company is not Conditions has been satisfied or waived (other than (1) the condition set forth in breach clause “(c)(viii)” of its obligations hereunderAnnex A and (2) or 8.1(c)(ithe condition set forth in clause “(c)(vii); (ii) at or prior ” of Annex A due to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or pursuant to the CompanySection 7.1(b)); and (iiiB) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier failure of the time such transaction condition set forth in clause “(c)(vii)” of Annex A to be satisfied is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant not directly attributable to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one a breach of: (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.)

Termination Fee. (a) In the event that this Agreement is terminated (A) by Parent or Merger Sub pursuant to 8.1(c)(iiSection 7.01(c)(ii) or 8.1(c)(iv(B) by the Company pursuant to Section 7.01(d)(ii), then the Company shall pay Parent, as liquidated damages and not as a penalty, the Company Termination Fee. If the Company Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub payable pursuant to Sections 8.1(bclause (A) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoinedpreceding sentence, provided the Company is not in breach of its obligations hereunderTermination Fee shall be paid within four (4) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year Business Days after the date of such termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then and if the Company shall pay Termination Fee is payable pursuant to Parent, in cash at the earlier clause (B) of the time such transaction is consummated or the time such definitive agreement is executedpreceding sentence, the Company Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) Fee shall be paid on the date of such termination, in each case, by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In in writing (it being understood that in no event shall the Company be obligated required to pay the Company Termination Fee more than one once). (1b) If this Agreement is terminated by the Company or Parent pursuant to Section 7.01(b)(iii) and (A) at any time after the date of this Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced or publicly made known to the Company Board or the Company Stockholders and not withdrawn prior to such termination and (B) within twelve (12) months of such termination, the Company either consummates an Acquisition Proposal or enters into a definitive agreement to consummate an Acquisition Proposal and the Company thereafter consummates such Acquisition Proposal (whether or not within such twelve (12) month period), then the Company shall pay Parent, as liquidated damages and not as a penalty, the Company Termination Fee; provided that for purposes of this Section 7.03(b), the references to “twenty percent (20%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%).” If the Company Termination Fee is payable, the Company Termination Fee shall be paid upon the consummation of such Acquisition Proposal by wire transfer of immediately available funds to an account designated by Parent in writing (it being understood that in no event shall the Company be required to pay the Company Termination Fee more than once). (c) In the event that Parent or its designee shall receive full payment pursuant to either Section 7.03(a) or Section 7.03(b), the receipt of the applicable Company Termination Fee shall be the sole and exclusive remedy for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any Action against the Company or any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination. (d) Each of the Company, Parent and Merger Sub acknowledges The Parties acknowledge that the agreements contained in this Section 8.2 7.03 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements agreements, neither Company nor Parent and Merger Sub would not have entered enter into this Agreement. Accordingly, and that if the Company fails promptly to pay any amounts payable amount due pursuant to this Section 8.2 do not constitute 7.03, and, in order to obtain such payment, the Parent commences a penalty. If suit which results in a judgment against the Company fails to pay as directed in writing by Parent for any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified payments set forth in this Section 8.27.03, the Company shall pay to the Parent its costs and expenses (including reasonable legal fees and expensesattorneys’ fees) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis Company Termination Fee from the date such amounts were payment was required to be paid made until the date of actual paymentsuch payment at the prime rate published in the Wall Street Journal in effect on the date such payment was required to be made. If this Agreement is terminated pursuant to a provision that calls for a payment to be made under this Section 7.03, it shall not be a defense to either Party’s obligation to pay hereunder that this Agreement could have been terminated under a different provision or could have been terminated at an earlier or later time.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the The Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent, a fee of $59,000,000 (the “Termination Fee”) if this Agreement is terminated as follows: (i) if (x) Parent terminates this Agreement pursuant to receive such payment. In no event shall Section 9.1(a)(iii)(B), the Company shall pay Parent the Termination Fee in full within two Business Days of such termination, and (y) the Company terminates this Agreement pursuant to Section 9.1(a)(iv)(B), the Company shall pay Parent the Termination Fee in full on the date of such termination; or (ii) if (x) this Agreement is terminated pursuant to Section 9.1(a)(ii)(A) or (C), (y) at any time after the date of this Agreement and at or before the date of such termination a proposal with respect to an Acquisition Transaction shall have been publicly announced or disclosed, and (z) within twelve (12) months after the date of such termination the Company shall have entered into an agreement with respect to an Acquisition Transaction, then, in any such case, the Company shall promptly on the date of execution of such agreement with respect to such Acquisition Transaction, pay Parent the Termination Fee. When used in this Section 9.4(a)(ii) only, the term “Acquisition Transaction” shall have the meaning assigned to such term in Section 5.3(a), except the reference to “15% or more” in the definition of “Acquisition Transaction” shall be obligated deemed to pay be a reference to “more than one (1) Termination Fee50%”. (db) Each of In the Company, Parent and Merger Sub acknowledges event that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2Termination Fee when due, the Company shall will also pay the costs and expenses (including reasonable legal fees and expenses) incurred by of Parent or Merger Sub, as applicable, Sub in connection with any action, including the filing of any lawsuit, taken a legal action to collect payment of such amountsenforce this Agreement, together with interest on such unpaid amounts Termination Fee, commencing on the date that such Termination Fee became due, at the prime lending rate prevailing during at such period time, as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

Termination Fee. (a) In If Target (i) receives an Acquisition Proposal and (ii) within twelve (12) months of the event that date of this Agreement is terminated by Parent Target enters into a definitive agreement with respect to any Acquisition Proposal (whether or Merger Sub pursuant not the Acquisition Proposal was the same Acquisition Proposal referred to 8.1(c)(iiin Section 6.5(a)(i) or 8.1(c)(iv)above, then the Company Target shall pay to Parent the amount in cash equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (the “Termination Fee as directed Fee”) in writing by Parent as promptly as possible (but in any event within two Business Daysaccordance with Section 6.5(b) following termination of this Agreementbelow. (b) In the event that (i) this Agreement the Termination Fee is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination payable pursuant to Section 8.1(b) at 6.5(a), Target shall pay the time consummation Termination Fee to Parent, by wire transfer of the Offer is enjoinedsame day funds, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of termination, in the case of such termination by Target, or as promptly as practicable (and in any event within two (2) Business Days of receipt of Parent’s termination notice pursuant to Section 6.1), in the case of such termination by Parent. Except to the extent required by applicable Law, Target shall not withhold any withholding Taxes from any payment made pursuant to this Section 6.5. Notwithstanding any provision of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Companycontrary, Parent and Merger Sub acknowledges agree that (i) (A) if Parent demands payment of the agreements contained in Termination Fee and (B) Target actually pays Parent the Termination Fee, such payment shall be the sole and exclusive remedy of Parent and Merger Sub against Target, any of the Subsidiaries or any of Target’s and the Subsidiaries’ respective former, current or future Representatives, stockholders or affiliates and (ii) none of Target nor any Subsidiary nor any of Target’s and the Subsidiaries’ former, current or future Representatives, stockholders or affiliates shall thereafter have any liability or obligation relating to, arising out of or with respect to this Section 8.2 are an integral part Agreement or any of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any actionhereby, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentMerger.

Termination Fee. (a) In the event that this Agreement is terminated (x) by Parent Broadbase under Section 11.1(a)(ii) or Merger Sub (y) by either Broadbase or Servicesoft under Section 11.1(a)(v), Servicesoft shall promptly, but in no event later than two days after the date of such termination, pay Broadbase a fee equal to $12.5 million in immediately available funds (the "SERVICESOFT TERMINATION FEE"); provided, however, that in the case of termination pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 11.1(a)(ii), then the Company such payment shall pay the Termination Fee as directed in writing by Parent as promptly as possible be made only if (but in any event within two Business Days1) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced an Acquisition Proposal and (2) within nine months following the termination of this Agreement, either an Acquisition Transaction is consummated, or Servicesoft enters into an agreement providing for an Acquisition Transaction, in which case such termination fee shall be paid within two days of the consummation of such Acquisition Transaction. (b) In the event that this Agreement is terminated by Servicesoft under Section 11.1(a)(ii) or by either Broadbase or Servicesoft under Section 11.1(a)(vi), Broadbase shall promptly, but in no event later than two days after the date of such termination, pay Servicesoft a fee equal to $12.5 million in immediately available funds (ithe "BROADBASE TERMINATION FEE"); provided, however, that in the case of termination pursuant to Section 11.1(a)(ii), such payment shall be made only if (1) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced an Acquisition Proposal and (2) within nine months following the termination of this Agreement, either an Acquisition Transaction is consummated, or Broadbase enters into an agreement providing for an Acquisition Transaction. If any principal or interest under any of the Loans contemplated by Section 7.12 remain outstanding, then the Broadbase Termination Fee payable by Broadbase pursuant to this Section 11.4(b) shall be reduced by the amount of the outstanding Loans owed by Servicesoft. In addition, in the event that (1) this Agreement is terminated by Parent Broadbase or Merger Sub pursuant to Sections 8.1(bServicesoft under Section 11.1(a)(vi) and (other than termination 2) either (x) the Form S-4 and the Prospectus/Proxy Statement did not include, pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination 7.5 of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then statement to the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount effect that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.Broadbase's

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this the MSR Closing has been consummated and (ii) the Merger Agreement is has been validly terminated by Parent or Merger Sub pursuant to Sections 8.1(b) in accordance with its terms (other than termination pursuant to Section 8.1(b8.1(d) at the time consummation of the Offer is enjoinedMerger Agreement), provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time then Parent shall substantially concurrently with such termination of the termination of this Merger Agreement the commencementpay, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or cause to the Company; and (iii) within one year after the date of termination of this Agreementbe paid, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds funds, at the direction of Purchaser, the Break Fee to an account designated by Parent to receive such payment. In Seller (it being understood that in no event shall the Company Parent be obligated required to pay the Break Fee on more than one (1) Termination Feeoccasion). (da) Each of the Company, Parent and Merger Sub parties hereto acknowledges that (i) the agreements contained in this Section 8.2 Article IX are an integral part of the transactions contemplated by this Agreement, (ii) the Break Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Seller, as the case may be, in the circumstances in which such fee is payable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements Parent and Merger Sub agreements, the parties hereto would not have entered enter into this Agreement. Accordingly, and that if Parent fails to timely pay any amounts payable amount due pursuant to this Section 8.2 do not constitute Article IX and, in order to obtain such payment, Seller commences a penalty. If suit that results in a judgment against Parent for the Company fails to pay as directed in writing by Parent payment of any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified amount set forth in this Section 8.2Article IX, the Company such paying party shall pay the other party its costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts amount at the annual rate of two percent (2%) plus the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated Journal in effect on a daily basis from the date such amounts were payment was required to be paid until made through the date of actual paymentsuch payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that If: (i) this Agreement is validly terminated by either Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination the Company pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder7.01(b) or 8.1(c)(iSection 7.01(c) or by Parent pursuant to Section 7.01(g); (ii) neither Parent not Merger Sub shall have materially breached any of its representations, warranties or covenants contained in this Agreement; and (iii) at or prior to before the time of any such termination of this Agreement an Acquisition Proposal shall have been made (and such Acquisition Proposal shall not have been withdrawn before the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; Agreement) and within twelve (iii12) within one year months after the date of termination of this Agreement, the Company or any Company Subsidiary consummates an Acquisition Proposal Transaction or enters into a Contract to consummate an Acquisition Transaction that is subsequently consummated, then, within two (2) Business Days after such Acquisition Transaction is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay the Termination Fee to Parent; provided, however, that solely for purposes of this Section 7.03(a), the term “Acquisition Transaction” shall have the meaning set forth in cash at the earlier definition of Acquisition Transaction contained in Article I, but if any such Acquisition Transaction is for less than 50% of the time such transaction is consummated assets, voting securities or equity interests of the time such definitive agreement is executedCompany, as the case may be, then notwithstanding anything to the contrary contained herein, the Termination FeeFee shall be $362,500. (b) If this Agreement is validly terminated by the Company pursuant to Section 7.01(i) (and such termination is not nullified pursuant to Section 7.01(i)) or by Parent pursuant to Section 7.01(e), then, within two (2) Business Days after such termination, the Company shall pay the Termination Fee to Parent. (c) Any amount that becomes payable either If this Agreement is validly terminated by the Company pursuant to Section 8.2(a7.01(f), before (or contemporaneously with) or Section 8.2(b) shall be paid by wire transfer and as a condition to the effectiveness of immediately available funds to an account designated by Parent to receive such payment. In no event shall termination, the Company be obligated shall pay the Termination Fee to pay more than one (1) Termination FeeParent. (d) Each of the Company, Parent and Merger Sub parties hereto acknowledges that the agreements contained in this Section 8.2 7.03 are an integral part of the transactions contemplated by this AgreementAgreement and that the Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that without these agreements will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. (e) In circumstances under which the Termination Fee is payable and has been paid, Parent and Merger Sub would not agree that (i) to the extent they have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent incurred losses or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, damages in connection with this Agreement other than as a result of fraud or intentional misconduct, their sole and exclusive remedy against the Company and any actionof its directors, including officers, Affiliates or Representatives for any breach, loss or damage shall be to receive payment of the filing of any lawsuit, taken Termination Fee to collect the extent provided in Section 7.03 and (ii) upon payment in full of such amounts, together with interest on such unpaid amounts (x) neither Parent nor Merger Sub shall have any other rights or claims or seek damages against the Company or any of its directors, officers, Affiliates or Representatives under this Agreement or otherwise, whether at law or equity, in contract, in tort or otherwise, and (y) neither the prime lending rate prevailing during such period as published in The Wall Street JournalCompany nor any of its directors, calculated on a daily basis from officers, Affiliates or Representatives shall have any further liability or obligations relating to or arising out of this Agreement or the date such amounts were required to be paid until the date of actual paymentTransactions.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following of a termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b9.01(a) (if and only if terminated at a time when the time consummation of “Initial Closing” under the Offer is enjoined, provided Company is NCP Subscription Agreement has not in breach of its obligations hereunderbeen completed) or 8.1(c)(iSection 9.01(c) (if and only if terminated at a time when the Initial Closing has not been completed); , Buyer shall pay to Parent and/or Sellers, by way of compensation, a fee of $1,000,000 (iicollectively, the “Termination Fee”), in each case, within one (1) at or prior to Business Day after the time date of the termination of this Agreement by Sellers pursuant to Section 9.01(a) or Section 9.01(c) and, in the commencementevent of a termination by Buyer pursuant to Section 9.01(a), submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to concurrently with, and as a condition precedent to, the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent to receive such payment. In no event and/or Sellers; provided that Buyer shall the Company not be obligated required to pay the Termination Fee on more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub occasion. Buyer acknowledges that the agreements contained in this Section 8.2 9.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Sellers would not enter into this Agreement. Accordingly, if Buyer fails promptly to pay any amount due pursuant to this Section 9.03, Buyer shall also pay any reasonable and documented costs, fees and expenses incurred by Parent and/or Sellers (including reasonable attorneys’ fees) in connection with a legal action to enforce this Agreement that results in a judgment for such amount or any portion thereof against Buyer or its Affiliates. Any amount not paid when due pursuant to this Section 9.03 shall bear interest from the date such amount is due until the date paid at a rate equal to LIBOR plus 8%. Notwithstanding anything to the contrary in this Agreement, except in the event of (i) an intentional breach by Buyer of any representation, warranty, covenant, or agreement in this Agreement or (ii) Buyer’s Fraud, if this Agreement is terminated in circumstances requiring the payment of the Termination Fee to Parent and/or Sellers, the payment in full of the Termination Fee by Buyer to Parent and/or Sellers, together with any interest, costs, fees or expenses payable, in each case in accordance with this Section 9.03, shall be the sole and exclusive remedy of Parent and Sellers against Buyer and its Affiliates, and upon such payment, except in the event of such an intentional breach or Fraud, none of Buyer or any of its Affiliates shall have any further liability or obligation (whether at Law or equity, in contract, in tort or otherwise) to Parent and Sellers arising out of this Agreement, any Ancillary Agreement or any of the transactions contemplated hereby or thereby. The Parties acknowledge and agree that (i) the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that ; (ii) the damages resulting from the termination of this Agreement under circumstances where the Termination Fee is payable are uncertain and incapable of accurate calculation; and (iii) without these agreements Parent and Merger Sub agreements, the Parties would not have entered enter into this Agreement. Therefore, the Termination Fee, if, as and that any amounts payable when required to be paid pursuant to this Section 8.2 do 9.03 will not constitute a penalty. If penalty but rather liquidated damages in a reasonable amount that will compensate Parent and Sellers receiving such amount in the Company fails to pay as directed circumstances in writing which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect Agreement; provided that payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published Termination Fee shall not constitute liquidated damages in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date case of actual paymentFraud or an intentional breach of this Agreement.

Termination Fee. (a) In Anything to the contrary notwithstanding, if this Agreement is terminated: (i) by Parent pursuant to Section 8.01(g); (ii) by the Company pursuant to Section 8.01(h); or (iii) (A) (1) by Parent or the Company pursuant to Section 8.01(e), (2) by Parent or the Company pursuant to Section 8.01(f) in circumstances where the Offer shall have expired (taking into account any extensions as provided herein) or been terminated without any shares of Company Common Stock being purchased therein as a result of the failure to satisfy the Minimum Condition or (3) by Parent pursuant to Section 8.01(b) and (B) (1) an Acquisition Proposal shall have been publicly made or publicly disclosed or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal prior to such termination and (2) within 12 months after the termination of this Agreement, an Acquisition Transaction is consummated or a definitive agreement is entered into by the Company providing for an Acquisition Transaction, then in each such case the Company shall pay Parent (or MergerSub, as directed by Parent) the Termination Fee. As used herein, the “Termination Fee” shall mean a cash amount equal to $20,940,000; except in the event that this Agreement is terminated by Parent or Merger Sub the Company pursuant to 8.1(c)(iiSection 8.01(h) (I) prior to the No-Shop Period Start Date or (II) after the No-Shop Period Start Date and prior to the Cut-off Date, to enter into a definitive agreement with an Excluded Party or Extension Excluded Party, in either case (I) or 8.1(c)(iv(II), then the Company “Termination Fee” shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreementmean a cash amount equal to $11,280,000. (b) In If the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoinedTermination Fee becomes payable, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid make payment by wire transfer of immediately available funds to an account designated in writing by Parent to receive such paymentParent. In The Termination Fee shall be paid within one (1) Business Day after termination of this Agreement in the case of the occurrence of any event described in clause (i) of Section 8.03(a) above, concurrently with the termination of this Agreement in the case of the occurrence of any event described in clause (ii) of Section 8.03(a) above, and upon the date the Acquisition Transaction is consummated in the case of the occurrence of any event described in clause (iii) of Section 8.03(a) above. For the avoidance of doubt, in no event shall the Company be obligated to pay the Termination Fee on more than one (1) Termination Feeoccasion. Except to the extent required by applicable Law, the Company shall not withhold any withholding Taxes on any payment under this Section 8.03. (dc) Each of the Company, Parent and Merger Sub The Company acknowledges that the agreements contained in this Section 8.2 8.03 are an integral part of the transactions contemplated by this AgreementTransactions, that and that, without these agreements agreements, Parent and Merger Sub would not have entered enter into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails shall fail to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2Termination Fee when due, the Company Termination Fee shall pay be deemed to include the out-of-pocket costs and expenses incurred by Parent (including reasonable legal fees and expensesexpenses of counsel) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing collection under and enforcement of any lawsuit, taken to collect payment of such amountsthis Section 8.03, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street JournalTermination Fee, calculated commencing on a daily basis from the date that the Termination Fee became due, at a rate equal to the rate of interest publicly announced by Bank of America from time to time as such amounts were required to be paid until the date of actual paymentbank’s prime rate plus two percent (2%).

Termination Fee. (a) In Except as otherwise set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement, the event that Mergers and the other transactions contemplated by this Agreement is terminated shall be paid by the party incurring such fees or expenses, whether or not the Mergers are consummated. Notwithstanding the foregoing, (i) Parent or Merger Sub and the Company each shall pay 50% of all filing fees payable pursuant to 8.1(c)(iithe HSR Act or any additional Antitrust Laws, (ii) or 8.1(c)(iv), then Parent shall pay the SEC filing fees associated with the S-4 Registration Statement and (iii) the Company shall pay all costs and expenses incurred in connection with the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination printing and mailing of this Agreementthe Proxy Statement/Prospectus. (b) In the event that that: (i) this Agreement is terminated pursuant to Section 8.1(c); (ii) this Agreement is terminated pursuant to Section 8.1(f); or (iii) (A) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination the Company pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder8.1(d) or 8.1(c)(iSection 8.1(g); , (iiB) after the date of this Agreement and at or prior to the time of the termination of this Agreement Agreement, a Third Party shall have made, commenced or submitted, or publicly announced its intention to make, commence or submit, an Acquisition Proposal, and (C) the commencement, submission Company or making any Subsidiary of the Company consummates an Acquisition Proposal shall have been disclosed within twelve (12) months after such termination or announced either publicly the Company or any Subsidiary of the Company enters into a definitive agreement within twelve (12) months after such termination to the Company; and (iii) within one year after the date of termination of this Agreement, effect an Acquisition Proposal is consummated or a definitive agreement contemplating an (provided that, for purposes of this Section 8.3(b)(iii), all percentages in the definition of Acquisition Proposal is executedshall be replaced with 50%), then the Company shall pay to Parent, Parent a fee in cash at an amount equal to $10,000,0000 (the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the “Termination Fee. (c”) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds federal funds, free of costs and charges, to an account designated in writing by Parent (x) in the case of Section 8.3(b)(i), within two (2) business days after such termination, (y) in the case of Section 8.3(b)(ii), concurrently with termination of this Agreement, and (z) in the case of Section 8.3(b)(iii), upon the earlier of the entry into a definitive agreement with respect to receive such paymentan Acquisition Proposal or the consummation of an Acquisition Proposal. In no event shall For the avoidance of doubt, any payment made by the Company under this Section 8.3(b) shall be obligated payable only once with respect to pay this Section 8.3(b) and not in duplication even though such payment may be payable under one or more than one (1) Termination Feeprovisions hereof. (dc) Each of the Company, Parent The Company acknowledges and Merger Sub acknowledges agrees that the agreements contained in this Section 8.2 8.3 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent agreements, Parent, Merger Sub and Merger Sub LLC would not have entered enter into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails shall fail to pay as directed in writing by Parent any amounts due the Termination Fee when due, such fee shall also be deemed to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay include the costs and expenses incurred by Parent, Merger Sub and Merger LLC (including reasonable legal fees and expensesexpenses of counsel) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing collection under and enforcement of any lawsuit, taken to collect payment of such amountsthis Section 8.3, together with interest on such unpaid amounts fee, commencing on the date that such fee became due, at a rate equal to the prime lending rate prevailing during such period as of interest published in the “Money Rates” section of The Wall Street Journal, calculated Journal in effect on a daily basis from the date such amounts were required to be paid until the date of actual paymentfee became due.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement.that: (b) In the event that (i) this Agreement is terminated by the Company or Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder7.01(b)(i) or 8.1(c)(i)Section 7.01(b)(iii) or this Agreement is terminated by Parent pursuant to Section 7.01(c)(i) as a result of a knowing and intentional breach by the Company of Section 5.02; provided that, in each case, (iiA) at a bona fide Takeover Proposal shall have been publicly made, proposed or communicated by a third party (or such Takeover Proposal has otherwise been made known to the Company Board and shall have become publicly known) after the date of this Agreement and such Takeover Proposal has not been unconditionally withdrawn prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; is terminated and (iiiB) within one year 12 months after such termination, the date Company consummates any transaction included within the definition of termination of this Agreement, an Acquisition Takeover Proposal is consummated or the Company enters into a definitive agreement contemplating an Acquisition with respect to any transaction included within the definition of Takeover Proposal and such transaction is executedsubsequently consummated at any time, then in each case, whether or not involving the same Takeover Proposal or the Person or group making the Company the Takeover Proposal referred to in clause (A); provided that, for purposes of clauses (B) of this Section 7.03(a)(i), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”; or (ii) this Agreement is terminated (A) by Parent pursuant to Section 7.01(c)(ii) or, if Parent would have been entitled to terminate this Agreement pursuant to Section 7.01(c)(ii) prior to or at the time the Company terminates this Agreement pursuant to Section 7.01(b)(i) or Section 7.01(b)(iii) or (B) by the Company pursuant to Section 7.01(d)(ii); then, in any such event under clauses (i) or (ii) of this Section 7.03(a), the Company shall pay or cause to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid the applicable Company Termination Fee to Parent or its designee by wire transfer of immediately available same-day funds so long as Parent has provided the Company with wire instructions for such payment (x) in the case of Section 7.03(a)(ii)(A), within two Business Days after such termination, (y) in the case of Section 7.03(a)(ii)(B), simultaneously with (and as a condition to an account designated by Parent the effectiveness of) such termination or (z) in the case of Section 7.03(a)(i), concurrently with the consummation of the Takeover Proposal referred to receive such payment. In therein; it being understood that in no event shall the Company be obligated required to pay or cause to be paid the applicable Company Termination Fee on more than one (1) occasion. As used herein, “Company Termination Fee” shall mean a cash amount equal to $40,000,000. (db) Each of the Company, Parent and Merger Sub parties hereto acknowledges (i) that the agreements contained in this Section 8.2 7.03 are an integral part of the transactions contemplated by this AgreementTransactions and (ii) that the Company Termination Fee is not a penalty, but a reasonable amount that without these agreements will compensate Parent and Merger Sub in the circumstances in which such payment is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and the expectation of the consummation of the Transactions and (iii) that without these agreements, the other parties hereto would not have entered enter into this Agreement. Accordingly, and that if the Company fails to timely pay or cause to be paid any amounts payable amount due pursuant to this Section 8.2 do not constitute 7.03, and, in order to obtain the payment, Parent commences an Action which results in a penalty. If Judgment against the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within Company, for the time periods specified payment set forth in this Section 8.27.03, the Company shall pay the or cause to be paid Parent’s reasonable and documented costs and expenses (including reasonable legal fees and expensesdocumented attorneys’ fees) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountsAction, together with interest on such unpaid amounts amount at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated Journal in effect on a daily basis from the date such amounts were payment was required to be paid until made through the date such payment was actually received. (c) Except in the case of actual paymentfraud or a knowing and intentional breach of this Agreement by the Company and subject in all respects to Parent’s injunction, specific performance and equitable relief rights and related rights set forth in Section 8.08 and the reimbursement obligations of the Company under Section 7.03(b), in the event the applicable Company Termination Fee is paid to Parent in circumstances for which such fee is payable pursuant to Section 7.03(a), payment of the applicable Company Termination Fee shall be the sole and exclusive monetary damages remedy of Parent against the Company and its Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates (collectively, “Company Related Parties”) for any loss suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions. While each of the Company and Parent may pursue both a grant of specific performance in accordance with Section 8.08 and the payment of the Company Termination Fee under Section 7.03, under no circumstances shall Parent be permitted or entitled to receive both a grant of specific performance that results in a Merger Closing and any money damages, including all or any portion of the Company Termination Fee.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub the T-Mobile Parties, pursuant to 8.1(c)(iiSection 13.1(f) or 8.1(c)(ivCrown shall pay to T-Mobile, on behalf of the T-Mobile Parties, the T-Mobile SPEs and the Sale Site Subsidiaries, a termination fee in an amount equal to $250,000,000 (the “Termination Fee”), then the Company ; it being understood that in no event shall Crown be required to pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other on more than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) occasion. Any amount that becomes payable either pursuant to due under this Section 8.2(a) or Section 8.2(b13.3(a) shall be paid by wire transfer of immediately available same-day funds to an account designated provided in writing by Parent T-Mobile to receive Crown within two business days of the date of such payment. In no event shall the Company be obligated to pay more than one (1) Termination Feetermination. (db) Notwithstanding anything to the contrary contained in this Agreement, T-Mobile’s right, on behalf of the T-Mobile Parties, the T-Mobile SPEs and the Sale Site Subsidiaries, to receive payment of the Termination Fee pursuant to Section 13.3(a) shall constitute the sole and exclusive remedy of the T-Mobile Parties, the T-Mobile SPEs and the Sale Site Subsidiaries and their respective Affiliates for any and all Claims suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for any breach or failure to perform hereunder at or prior to the Initial Closing, and upon payment of the Termination Fee, none of Crown, the Tower Operator and any of their Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement or in respect of any Collateral Agreement or theory of Law or equity, whether in equity or at Law, in contract, in tort or otherwise. (c) Each of the Company, Parent Party acknowledges and Merger Sub acknowledges agrees that the agreements contained in this Section 8.2 13.3 are an integral part of the transactions contemplated by this AgreementAgreement and that, that without these agreements Parent and Merger Sub agreements, the other Parties would not have entered into this Agreement. Accordingly, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company if Crown fails to timely pay the Termination Fee as directed required hereby and, in writing by Parent any amounts due order to Parent or Merger Sub pursuant to this Section 8.2 within obtain the time periods specified payment of the Termination Fee, T-Mobile commences an Action which results in this Section 8.2a judgment against Crown for the payment of the Termination Fee, the Company Crown shall pay the T-Mobile its reasonable out-of-pocket costs and expenses (including reasonable legal fees and expensesattorneys’ fees) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts thereon at the prime lending rate prevailing during such period (as published in The the Wall Street Journal, calculated ) in effect on a daily basis from the date payment of the Termination Fee was required to be made through the date such amounts were required to be paid until the date of actual paymentpayment was actually received by T-Mobile.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the The Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall will pay to ParentBuyer, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds funds, an amount equal to an account designated by Parent to receive such payment. In no event shall $ 5,500,000 (the “Termination Fee”) if this Agreement is terminated as follows: (i) if the Company shall terminate this Agreement pursuant to Section 8.1(f), then the Company will pay the Termination Fee on the business day following such termination, and such termination shall not be obligated effective until such payment is made; (ii) if Buyer terminates this Agreement pursuant to Section 8.1(g), then the Company will pay more than one the Termination Fee on the business day following such termination; or (1iii) if (A) the Company or Buyer terminates this Agreement pursuant to Section 8.1(c) or 8.1(d) or (B) Buyer terminates this Agreement pursuant to Section 8.1(e) and after the date hereof and prior to such termination, any Third Party shall have made to the Company or its stockholders (in the case of a termination by the Company or Buyer pursuant to Section 8.1(d) or by Buyer pursuant to Section 8.1(e)) or publicly announced (in the case of a termination by the Company or Buyer pursuant to Section 8.1(c)) a Takeover Proposal and within 12 months following termination of this Agreement, any transaction included in the definition of Takeover Proposal is consummated or the Company enters into an agreement providing for such a transaction, then the Company will pay the Termination FeeFee upon the earlier of the consummation of such transaction or the execution of such agreement. (db) Each of the Company, Parent and Merger Sub The Company acknowledges that the agreements contained in this Section 8.2 8.5 are an integral part of the transactions contemplated by this AgreementAgreement and that, that without these agreements Parent and Merger Sub agreements, Buyer would not have entered enter into this Agreement. (c) The Company shall pay (as incurred) all expenses, including reasonable fees and expenses of counsel, that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If Buyer may incur in enforcing the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified obligations provided for in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment8.5.

Termination Fee. (a) In the event that (A) a bona fide Acquisition Proposal shall have been communicated to or otherwise made known to the shareholders/stockholders, senior management or Board of Directors of Sky or Huntington, as applicable, or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal involving Sky or Huntington, as applicable, after the date of this Agreement (the party to which this clause (A) applies is referred to in this Section 8.3(a) as the “applicable party”), (B) thereafter this Agreement is terminated by Parent or Merger Sub (i) pursuant to 8.1(c)(iiSections 8.1(g) or 8.1(c)(iv)8.1(c) following the failure to receive the requisite approval of the applicable party’s shareholders or stockholders, or (ii) pursuant to Section 8.1(d) as a result of a willful breach by the applicable party, and (C) prior to the date that is twelve (12) months after the date of such termination the applicable party consummates an Alternative Transaction or enters into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to an Alternative Transaction, then the Company applicable party shall on the date an Alternative Transaction is consummated or any such letter executed or agreement entered into, pay the other party a fee equal to $125 million (the “Termination Fee as directed in writing Fee”) by Parent as promptly as possible (but in any event within two Business Days) following termination wire transfer of this Agreementsame day funds. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination Huntington pursuant to Section 8.1(b) at 8.1(e), then Sky shall pay Huntington the time consummation Termination Fee by wire transfer of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after same day funds on the date of termination of termination. In the event this Agreement, an Acquisition Proposal Agreement is consummated or a definitive agreement contemplating an Acquisition Proposal is executedterminated by Sky pursuant to Section 8.1(f), then the Company Huntington shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, Sky the Termination FeeFee by wire transfer of same day funds on the date of termination. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent Huntington and Merger Sub Sky acknowledges that the agreements contained in this Section 8.2 8.3 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent and Merger Sub agreements, the other party would not have entered enter into this Agreement; accordingly, and that if any amounts payable party fails promptly to pay the amount due pursuant to this Section 8.2 do not constitute 8.3, and, in order to obtain such payment, the other party commences a penalty. If suit which results in a judgment against such first party for the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified fee set forth in this Section 8.28.3, the Company other party shall pay the to such first party its costs and expenses (including reasonable legal attorneys’ fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts the amount of the fee at the prime lending rate prevailing during such period as published on six-month U.S. Treasury obligations plus 300 basis points in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until the date of actual paymentmade.

Termination Fee. (a) In If (i) prior to the event that termination of this Agreement, a Qualifying Transaction is proposed or publicly disclosed, (ii) this Agreement is terminated by Buyer Parent or Merger Sub the Seller pursuant to 8.1(c)(iiSection 11.1(b) and (iii) concurrently with, or within twelve (12) months after any such termination, any Qualifying Transaction is consummated or the Seller or any of its Affiliates enters into any letter of intent, agreement in principle or contract with respect to a Qualifying Transaction, then the Seller shall pay to Buyer Parent a fee of $24,000,000 in cash, such payment to be made upon the earlier of entry into the letter of intent, agreement in principle or contract or agreement with respect to such Qualifying Transaction or the consummation of such Qualifying Transaction; provided, that if at the time of such payment the Merger Buyer is entitled to a payment from the Seller pursuant to Section 8.3(a) of the Merger Transaction Agreement, then the Seller shall pay to Buyer Parent a fee of $12,000,000 in cash. (b) If (i) prior to the termination of this Agreement, an Alternate Superior Proposal is proposed or publicly disclosed and (ii) this Agreement is terminated by Buyer Parent or the Seller pursuant to Sections 11.1(b) or 8.1(c)(iv11.1(d), then the Company Seller shall pay the Termination Fee as directed to Buyer Parent a fee of $24,000,000 in writing by Parent as cash, such payment to be made promptly as possible (but upon termination of this Agreement and in any event within two (2) Business Days) following Days after the termination of this Agreement. (bc) In the event that (i) If this Agreement is terminated by the Seller pursuant Section 11.1(h), then the Seller shall pay to Buyer Parent or Merger Sub pursuant a fee of $12,000,000 in cash, such payment to Sections 8.1(bbe made concurrently with such termination. (d) (other than termination If this Agreement is terminated by Buyer Parent pursuant to Section 8.1(b11.1(j), then the Seller shall pay to Buyer Parent a fee of $12,000,000 in cash, such payment to be made promptly upon termination of this Agreement and in any event within two (2) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of Business Days after the termination of this Agreement. (e) If this Agreement is terminated by the commencementSeller or Buyer Parent (i) pursuant to Section 11.1(i) and, submission prior thereto, the Merger Transaction Agreement was terminated by the Merger Buyer pursuant to Section 8.1(f) of the Merger Transaction Agreement or making (ii) pursuant to Section 11.1(b) and there had previously occurred a willful breach by the Seller of an Acquisition Proposal the Merger Transaction Agreement, then the Seller shall have been disclosed or announced either publicly or pay Buyer Parent a fee of $24,000,000 in cash, such payment to the Company; and be made no later than two (iii2) within one year Business Days after the date of termination of this Agreement. In the event that Buyer Parent receives the Seller Termination Fee pursuant to this Section 11.3(e) the receipt of such fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Buyer Parent in connection with this Agreement (and the termination hereof); provided, an Acquisition Proposal that nothing in this Section 11.3(e) shall prohibit any payment required to be made pursuant to Section 11.3(f). (f) Unless a Seller Termination Fee is consummated payable under Section 11.3(e), if this Agreement is terminated by the Seller or a definitive agreement contemplating an Acquisition Proposal is executedBuyer Parent pursuant to (i) Section 11.1(b) and at the time of such termination the only conditions that were not satisfied were Sections 9.3(f) or 9.3(g), and any other conditions that by their nature can only be satisfied at the Closing or (ii) Section 11.1(i), then the Company Seller shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid reimburse Buyer Parent upon demand by wire transfer of immediately available funds to an account designated specified in writing by Buyer Parent for an amount equal to receive such payment. In 120% of the aggregate amount of the Expenses of Buyer Parent; provided, however, that the Seller shall not be obligated to make a payment pursuant to this Section 11.3(f) in excess of $4,000,000 in the aggregate. (g) Notwithstanding anything in this Agreement to the contrary, in no event shall the Company Seller be obligated required to pay a Seller Termination Fee pursuant to Sections 11.3(a), 11.3(b), 11.3(c), 11.3(d) or 11.3(e), on more than one occasion. Any such payment shall be reduced by any amounts as may be required to be deducted or withheld therefrom under the applicable Tax Law; provided, however, that prior to or on the date any such withholding is required, (1A) Seller shall notify Buyer Parent as soon as reasonably practicable after notice of termination or entry into a Superior Proposal, as applicable, prior to the date withholding is required, (B) Seller and Buyer Parent shall use reasonable efforts to minimize any withholding Taxes, and (C) Buyer Parent may deliver properly completed and executed documentation prescribed by applicable Law as would permit such payment to be made without withholding or at a reduced rate of withholding. Buyer Parent and Seller each acknowledge that under current Law, no U.S. federal withholding Tax would be required with respect to the Termination Fee. (dh) Each of the Company, Parent and Merger Sub parties hereto acknowledges that the agreements contained in Seller Termination Fee and the other provisions of this Section 8.2 11.3 are an integral part of the transactions contemplated by this AgreementAgreement and that, that without these agreements the Seller Termination Fee and such other provisions, Buyer Parent and Merger Sub would not have entered enter into this Agreement; accordingly, and that any if the Seller fails to promptly pay the amounts payable due pursuant to this Section 8.2 do not constitute Sections 11.3(a), 11.3(b), 11.3(c), 11.3(d), 11.3(e) or 11.3(f) and, in order to obtain such payment Buyer Parent commences a penalty. If suit which results in a judgment against the Company fails to pay as directed Seller for any of the amounts set forth in writing by Parent any amounts due to Parent Sections 11.3(a), 11.3(b), 11.3(c), 11.3(d), 11.3(e) or Merger Sub pursuant to this Section 8.2 within 11.3(f), then the time periods specified in this Section 8.2, the Company Seller shall pay the to Buyer Parent its costs and expenses (including reasonable legal fees and expensesattorneys’ fees) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid all amounts due pursuant to Sections 11.3(a), 11.3(b), 11.3(c), 11.3(d), 11.3(e) or 11.3(f) at the prime lending rate prevailing during such period as published of CBNA in The Wall Street Journal, calculated effect on a daily basis the date plus 2% per annum from the date such amounts were required to be paid until the date of actual paymentactually received by Buyer Parent.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) the Company terminates this Agreement is terminated by pursuant to Section 7.1(g), Parent terminates this Agreement pursuant to Section 7.1(h) or Parent terminates this Agreement as a result of the Company's material breach of Section 4.2, or (ii) Parent or Merger Sub the Company terminates this Agreement pursuant to Sections 8.1(bSection 7.1(e) and within six months after such termination the Company shall have entered into a definitive agreement with any person (other than termination pursuant to Section 8.1(bParent or any of its affiliates) regarding a Takeover Proposal, or (iii) Company Stockholder Approval is not received and at the time consummation of such termination or prior to the Offer is enjoined, provided Company is Stockholders' Meeting there shall have been a Takeover Proposal (whether or not in breach of its obligations hereunder) such Takeover Proposal shall have been rejected or 8.1(c)(i); (ii) at or shall have been withdrawn prior to the time of such termination or of the Company Stockholders' Meeting), and the Company shall have entered into a definitive agreement with any person (other than Parent or any of its affiliates) with any person within one year of termination then the Company shall pay to Parent (by wire transfer of immediately available funds, and as a condition to termination in the case of a termination pursuant to Section 7.1(g)) a cash termination fee in an aggregate amount equal to (A) 3% of the product of the number of outstanding shares of Company Common Stock on a fully diluted basis (as though all options or other securities convertible into or exercisable or exchangeable for shares of Company Common Stock had been so converted, exercised or exchanged) on the date hereof, multiplied by $24.50, or, (B) if greater and if the Company enters into a definitive agreement with respect to a Takeover Proposal within six months following termination of this Agreement under Section 7.1(e), Section 7.1(f), Section 7.1(g), or Section 7.1(h), then 3% of the commencementproduct of the number of outstanding shares of Company Common Stock on a fully diluted basis (as though all options or other securities convertible into or exercisable or exchangeable for shares of Company Common Stock had been so converted, submission exercised or making exchanged) on the date such definitive agreement is executed, multiplied by the value per share of an Acquisition Proposal Company Common Stock of the consideration to be paid in such Takeover Proposal. If the Company is obligated to pay such termination fee pursuant to clause (i) of the preceding sentence, then the Company shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after pay on account of such fee on the date of termination of this AgreementAgreement the fee calculated under clause (A) of the immediately preceding sentence, an Acquisition Proposal is consummated or and, if the Company subsequently enters into a definitive agreement contemplating an Acquisition with respect to a Takeover Proposal is executedwithin six months following termination of this Agreement, then the Company shall immediately pay to Parent the amount, if any, by which the termination fee calculated under clause (B) of the immediately preceding sentence exceeds the termination fee calculated under clause (A) of the immediately preceding sentence. (b) Upon the termination of this Agreement for one of the reasons set forth in Section 7.5(a), the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. Parent (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds funds), and as a condition to an account designated termination in the case of a termination pursuant to Section 7.1(g) hereof, a cash amount equal to 1% of the product of the number of outstanding shares of Company Common Stock on a fully diluted basis (as though all options or other securities convertible into or exercisable or exchangeable for shares of Company Common Stock had been so converted, exercised or exchanged) on the date hereof multiplied by Parent $24.50 at the time of termination, to receive cover Parent's and Sub's legal, accounting, printing, investment banking and other costs, expenses and fees incurred in connection with the transactions contemplated by this Agreement. (c) Upon the termination of this Agreement because Company Stockholder Approval is not received and at the time of such payment. In no event shall termination or prior to the Company Stockholders' Meeting there shall have been a Takeover Proposal, the Company shall pay to Parent (by wire transfer of immediately available funds) the amount set forth in Section 7.5(b) hereof, plus an amount equal to one-half of 1% of the product of the number of outstanding shares of Company Common Stock on a fully diluted basis (as though all options or other securities convertible into or exercisable or exchangeable for shares of Company Common Stock had been so converted, exercised or exchanged) on the date hereof multiplied by $24.50 at the time of termination. If the fee required to be obligated paid by this subsection (c) has been paid and thereafter the Company is required to pay more than one amounts under subsection (1a) Termination Feeand (b) by reason of clause (iii) of subsection (a), then the fee paid under this subsection (c) shall offset such amounts required to be paid by reason of such clause (iii) of subsection (a). (d) Each of the Company, Parent and Merger Sub acknowledges The Company agrees that the agreements contained in this Section 8.2 7.5(a) and 7.5(b) are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to promptly pay as directed in writing by Parent any amounts fee due to Parent under Section 7.5(a) or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.27.5(b), the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuitlawsuit or other legal action, taken to collect payment of such amountspayment, together with interest on such the amount of any unpaid amounts fee at the publicly announced prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis of Bankers Trust Company from the date such amounts were required to be paid until the date of actual paymentfee was first due.

Termination Fee. (a) In If the event that Buyer terminates this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(iiSection 9.1(e) of this Agreement or 8.1(c)(iv)the Seller terminates this Agreement pursuant to Section 9.1(f) of this Agreement and within 12 months of such termination (A) an Acquisition Transaction has been announced with respect to any Seller Entity or (B) an Acquisition Agreement with respect to an Acquisition Transaction has been entered into with respect to the Seller or any Seller Entity, then the Company Seller shall pay to the Buyer the sum of $4 million (the “Termination Fee”). The Termination Fee as directed shall be paid to the Buyer in writing by Parent as promptly as possible (but in same day funds. The Seller hereby waives any event within two Business Days) following termination of this Agreementright to counterclaim against such amount. (b) In the event that (i) If this Agreement is terminated by Parent following commencement of any tender or Merger Sub pursuant to Sections 8.1(b) (other exchange offer for more than termination pursuant to Section 8.1(b) at the time consummation 50% of the Offer is enjoined, provided Company is not in breach shares of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time Seller Common Stock and within 12 months of the such termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed Transaction has occurred involving the tender offeror or announced either publicly its affiliates and the Seller or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executedany Seller Entity, then the Company Seller shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, Buyer the Termination FeeFee described above in same day funds. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges The Parties acknowledge that the agreements contained in this Section 8.2 Article 9 are an integral part of the transactions contemplated by this Agreement, and that without these agreements Parent and Merger Sub agreements, they would not have entered enter into this Agreement; accordingly, and that if the Seller fails to pay promptly any amounts fee payable by it pursuant to this Section 8.2 do not constitute a penalty. If 9.3, then the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company Seller shall pay to the Buyer its reasonable costs and expenses (including reasonable legal fees and expensesattorneys’ fees) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of collecting such amountsTermination Fee, together with interest on such unpaid amounts the amount of the fee at the prime lending annual rate prevailing during such period of interest (as published in The Wall Street Journal, calculated on a daily basis ) plus 2% as the same is in effect from time to time from the date such amounts were required to be paid payment was due under this Agreement until the date of actual payment.

Termination Fee. (a) In the event that If this Agreement is terminated by Parent or Merger Sub the Company, as applicable, pursuant to 8.1(c)(iiSections 8.1(b)(i) or 8.1(c)(iv)(ii) and, then in either case, within 12 months following the termination of this Agreement either a Company Acquisition (as defined below) is consummated or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated, the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (promptly, but in any event within no later than two Business Days(2) following termination business days after the date of this Agreement. such consummation, pay Parent a fee equal to $19,793,000, in immediately available funds (b) In the event that (i) "Termination Fee"). If this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination the Company, as applicable, pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder8.1(d) or 8.1(c)(i(e); , then the breaching party shall promptly, but in any event no later than two (ii2) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year business days after the date of termination of such termination, pay to the non-breaching party the Termination Fee. If this AgreementAgreement is terminated by Parent pursuant to Section 8.1(c), an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall promptly, but in any event no later than two (2) business days after the date of such termination, pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, Parent the Termination Fee. (c) Any amount that becomes payable either . If this Agreement is terminated by Company pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall 8.1(f), the Company be obligated to shall promptly, but in any event no later than two (2) business days after the date of such termination, pay more than one (1) Parent the Termination Fee. (d) . Each of the Company, Parent and Merger Sub party acknowledges that the agreements contained in this Section 8.2 8.3(b) are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent and Merger Sub agreements, the other party would not have entered enter into this Agreement. Accordingly, and that any if a party fails to pay in a timely manner the amounts payable due pursuant to this Section 8.2 do not constitute 8.3(b), and, in order to obtain such payment, the other party makes a penalty. If claim that results in a judgment or settlement for the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified fee set forth in this Section 8.28.3(b), the Company liable party shall pay to the party making such claim its reasonable costs and expenses (including reasonable legal attorneys' fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid the amounts set forth in this Section 8.3(b) at the prime lending rate prevailing during such period as published of The Chase Manhattan Bank in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until made. Payment of the date fees described in this Section 8.3(b) shall be in lieu of actual paymentdamages incurred in the event of breach of this Agreement, except for willful or intentional breaches or breaches caused by the gross negligence of the breaching party.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company NCF shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoinedSTI, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall funds, the Company be obligated to pay more than one sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee.Fee on the business day following such termination; (d2) Each if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the CompanyNCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part then NCF shall pay one-third of the transactions contemplated by NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, that without these agreements Parent and Merger Sub would not which breach shall have entered into materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and that (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any amounts payable pursuant to this Section 8.2 do not constitute a penaltyof its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If the Company NCF fails to pay as directed in writing by Parent any all amounts due to Parent or Merger Sub pursuant to this Section 8.2 within STI on the time periods specified in this Section 8.2dates specified, the Company then NCF shall pay the all costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, STI in connection with any action, action or proceeding (including the filing of any lawsuit, ) taken by it to collect payment of such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during at such period time, as published in The the Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of actual paymentthe transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. (a) In The Company will pay, or cause to be paid, to Parent an amount equal to $8,250,000 (the event that "Termination Fee") if (i) the Company terminates this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 7.1(d)(ii), then or (ii) Parent terminates this Agreement pursuant to Section 7.1(c)(i) and an Adverse Company Recommendation is made in connection with the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination receipt or announcement of this Agreementan Acquisition Proposal. (b) In the event that (i) If this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b(i) (other than termination pursuant to Section 8.1(b7.1(b)(iii) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or and prior to the time date of the termination of this Agreement the commencement, submission or making of Company Stockholders' Meeting an Acquisition Proposal shall have been disclosed made or publicly announced either and such Acquisition Proposal shall not have been publicly or withdrawn without qualification at least five (5) Business Days prior to the Company; and Company Stockholders' Meeting, (ii) by the Company pursuant to Section 7.1(d)(i) or (iii) within one year after by Parent pursuant to Section 7.1(c)(i) under circumstances in which the date Termination Fee is not payable, the Company will pay, or cause to be paid, all of Parent's, Merger Sub's and their respective Affiliates' reasonable out-of-pocket fees and expenses (including reasonable legal fees and expenses) actually incurred by Parent, Merger Sub and their respective Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement; provided that in no event shall the amount payable pursuant to this Section 7.3(b) exceed $4,000,000 (the amount payable pursuant to this Section 7.3(b), an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee"Parent Expenses. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the The Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 7.3 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent and Merger Sub agreements, Purchasers would not have entered enter into this Agreement; accordingly, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If if the Company fails to promptly pay as directed the Termination Fee or Parent Expenses and, in writing by Parent any amounts due order to obtain such payment, Parent or Merger Sub pursuant to this Section 8.2 within commences a suit that results in a judgment against the time periods specified in this Section 8.2Company for the Termination Fee or Parent Expenses (or a portion of any such fees), the Company shall pay the Parent its costs and expenses (including reasonable legal fees and expensesattorneys' fees) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts the amount of the fee at the prime lending rate prevailing during such period as published in the Money Rates section of The Wall Street Journal, calculated Journal in effect on a daily basis from the date such amounts were payment was required to be paid until made. (d) All payments under this Section 7.3 shall be made by wire transfer of immediately available funds to an account designated in writing by Parent, and shall be made in the date case of, (i) the Termination Fee, within two (2) Business Days after the termination of actual paymentthis Agreement, and (ii) Parent Expenses, within two (2) Business Days of receipt of an invoice from Parent. (e) In the event that Parent shall have the right to receive the Termination Fee or Parent Expenses, Parent's right to receive such payment (and the fees and expenses set forth in Section 7.3(d)), if any, shall be the sole and exclusive remedy (other than with respect to any Liability resulting from any willful breach of this Agreement or intentional misconduct by the Company) against the Company and any of the Company's Subsidiaries or Affiliates for any and all losses suffered by Parent, Merger Sub, their respective Affiliates in connection with, or as a result of the failure, of the transactions contemplated by this Agreement to be consummated.

Termination Fee. (a) In the event that If this Agreement is validly terminated by Parent or Merger Sub Seller pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 9.01(e), then upon written demand from Seller to Purchaser delivered within ten (10) Business Days after the Company valid termination of this Agreement, Purchaser shall pay to Seller an amount equal to the Termination Fee, it being understood that in no event shall Purchaser be required to pay the Termination Fee as directed on more than one occasion. (b) If this Agreement is validly terminated by Purchaser pursuant to Section 9.01(f), then upon written notice from Purchaser to Seller delivered within ten (10) Business Days after the valid termination of this Agreement, Seller shall pay to Purchaser an amount equal to the Termination Fee, it being understood that in writing by Parent as promptly as possible no event shall Seller be required to pay the Termination Fee on more than one occasion. (but c) Any Termination Fee that is payable pursuant to this Section 9.03 shall be paid in any event immediately available funds within two Business Daysten (10) following days after the valid termination of this Agreement. (bd) In Notwithstanding anything to the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation contrary herein, a terminating Party’s receipt of the Offer Termination Fee is enjoinedin addition to any other rights it may have in law or in equity to enforce its rights hereunder, and such terminating Party shall not be limited in any way in its right to pursue damages; provided Company is not in breach that no Party may receive both payment of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time a Termination Fee and an order of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of specific performance causing the transactions contemplated by hereby to be consummated. For the avoidance of doubt, payment or receipt of the Termination Fee shall not in any way limit any Party’s liability for damages under this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

Termination Fee. (a) In the event that (A) (i) either Party terminates this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(iiSection 6.1(c)(ii), or (ii) SBC terminates this Agreement pursuant to Section 6.1(b), as a result of a willful breach of a covenant or agreement by Sabal Palm or the Bank, or pursuant to Sections 6.1(e)(i) or 8.1(c)(iv6.1(e)(ii), then (B) at any time after the Company date of this Agreement and prior to such termination Sabal Palm shall have received or there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within twelve (12) months following such termination, Sabal Palm consummates an Acquisition Proposal or enters into a definitive agreement or letter of intent is entered into by Sabal Palm with respect to an Acquisition Proposal, Sabal Palm shall pay Seacoast the Termination Fee as directed in writing within five (5) Business Days after the date it becomes payable pursuant hereto, by Parent as promptly as possible (but in any event within two Business Days) following termination wire transfer of immediately available funds; provided that for purposes of this AgreementSection 7.4(a) all references in the definition of “Acquisition Proposal” to “25%” shall be to “50%”. (b) In the event that SBC terminates this Agreement pursuant to Section 6.1(e)(iii), Sabal Palm shall pay to Seacoast the Termination Fee within five (i5) Business Days after the date this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoinedterminated, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such paymentfunds. In no the event that Sabal Palm terminates this Agreement pursuant to Section 6.1(f), Sabal Palm shall pay to Seacoast the Company be obligated to pay more than one (1) Termination FeeFee on the date this Agreement is terminated, by wire transfer of immediately available funds. (dc) Each of Sabal Palm and the Company, Parent and Merger Sub Bank hereby acknowledges that the agreements contained in this Section 8.2 7.4 are an integral part of the transactions contemplated by this AgreementAgreement and that, that without these agreements Parent and Merger Sub agreements, Seacoast would not have entered enter into this Agreement, and . In the event that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company Sabal Palm fails to pay as directed in writing by Parent when due any amounts due to Parent or Merger Sub pursuant to amount payable under this Section 8.2 within the time periods specified in this Section 8.27.4, the Company then (i) Sabal Palm shall pay the reimburse Seacoast for all costs and expenses (including disbursements and reasonable fees of legal fees and expensescounsel) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment collection of such amountsoverdue amount, together with and (ii) Sabal Palm shall pay to Seacoast interest on such unpaid amounts overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to five percent (5%) over the “prime lending rate prevailing during such period rate” (as published in the “Money Rates” column in The Wall Street JournalJournal or, calculated if not published therein, in another national financial publication selected by Seacoast) in effect on a daily basis from the date such amounts were overdue amount was originally required to be paid until paid. (d) Assuming Sabal Palm and the date Bank are not in breach of actual paymenttheir obligations under this Agreement, including Sections 4.5 and 4.12, then the payment of the Termination Fee shall fully discharge Sabal Palm and the Bank from and be the sole and exclusive remedy of Seacoast with respect to, any and all losses that may be suffered by Seacoast based upon, resulting from or rising out of the circumstances giving rise to such termination of this Agreement under Section 7.4(a) or 7.4(b). In no event shall Sabal Palm be required to pay the Termination Fee on more than one occasion.

Termination Fee. (a) In the event that of termination of this Agreement is terminated by Parent or Merger Sub the Company pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 7.1(h), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following make payment to Purchaser of a termination fee of this Agreement$15,000,000. (b) In the event that of termination of this Agreement by Purchaser pursuant to Section 7.1(f), so long as at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, the Company shall make payment to Purchaser of a termination fee of $15,000,000. (c) If (i) this Agreement is terminated (A) by Parent or Merger Sub either party pursuant to Sections 8.1(bSection 7.1(b)(i) or (other than B) by Purchaser pursuant to Section 7.1(e) if the breach giving rise to such termination was knowing or intentional, and (ii) at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, and (iii) prior to the Company Stockholder Meeting (in the case of termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder7.1(b)(i)) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination (in the case of this Agreementtermination pursuant to Section 7.1(e)), an Acquisition Proposal is consummated has been publicly announced, disclosed or a definitive communicated and (iv) within twelve (12) months of such termination the Company shall consummate or enter into any agreement contemplating an with respect to the Acquisition Proposal is executedset forth in clause (iii) of this Section 7.2(c), then the Company shall pay make payment to Parent, in cash at the earlier Purchaser of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Feea termination fee of $15,000,000. (cd) Any amount that becomes The fee payable either pursuant to Section 8.2(a7.2(a) or Section 8.2(b(b) shall be paid made by wire transfer of immediately available funds at the time of termination. Any fee payable pursuant to an account designated Section 7.2(c) shall be made by Parent to receive such wire transfer of immediately available funds within two (2) Business Days after notice of demand for payment. In no event shall the The Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges Purchaser acknowledge that the agreements contained in this Section 8.2 7.2 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent and Merger Sub agreements, Purchaser would not have entered enter into this Agreement, and that any amounts . The amount payable by the Company pursuant to Sections 7.2(a), (b) or (c) constitutes liquidated damages and not a penalty and shall be the sole remedy of Purchaser in the event of termination of this Section 8.2 do not constitute a penalty. If Agreement on the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods bases specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentsections.

Termination Fee. (ai) In the event that If Parent terminates this Agreement is terminated pursuant to Section 8.1(c) or the Company terminates this Agreement pursuant to Section 8.1(e), the Company shall pay or cause to be paid to Parent a fee of $35 million in cash (the “Termination Fee”), in the case of a termination of this Agreement by the Company pursuant to Section 8.1(e), prior to or concurrently with such termination by the Company and in the case of a termination by this Agreement by Parent or Merger Sub pursuant to 8.1(c)(iiSection 8.1(c), within two (2) Business Days after such termination. (ii) If (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(d) or 8.1(c)(ivSection 8.1(h) or if Parent terminates this Agreement pursuant to Section 8.1(f), (B) a Company Competing Proposal shall have been publicly disclosed (or any Person shall have publicly announced an intention (whether or not conditional) to make a Company Competing Proposal, or a Company Competing Proposal shall have otherwise become publicly known) and in each case such Company Competing Proposal (or such public announcement of an intention to make a Company Competing Proposal) has not been irrevocably withdrawn prior to the date of termination, and (C) within twelve (12) months of such termination (1) the Company consummates any Company Competing Proposal or (2) the Company enters into a definitive agreement providing for any Company Competing Proposal, then the Company shall pay or cause to be paid to Parent the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two (2) Business Days) following termination Days after the earlier of this Agreemententering into any definitive agreement providing for a Company Competing Proposal or consummation of any Company Competing Proposal. (biii) In the event that (i) this Agreement any amount is terminated by Parent or Merger Sub payable pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) ), such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent to receive such payment. In Parent. (iv) For the avoidance of doubt, in no event shall the Company be obligated to pay the Termination Fee on more than one (1) Termination Feeoccasion. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (bi) In the event that (i1) Parent shall terminate this Agreement pursuant to Section 8.1.G. or (2) this Agreement is shall be terminated by Parent or Merger Sub pursuant to Sections 8.1(b(x) (other than termination pursuant to Section 8.1(b8.1.B. or (y) at pursuant to Section 8.1.D. and, in the time consummation case of the Offer is enjoined, provided Company is not in breach of its obligations hereundereither (x) or 8.1(c)(i(y); , (iia) at or prior to the time of the termination of this Agreement the commencementsuch termination, submission there shall exist or making of have been proposed an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iiib) within one year nine (9) months after such termination, Company shall enter into a definitive agreement with respect to any Company Acquisition or any Company Acquisition shall be consummated, then, in the date case of (1), promptly after such termination, or in the case of (2), concurrently with the execution of a definitive agreement with respect to, or the consummation of, as applicable, such Company Acquisition, Company shall pay to Parent an amount in cash equal to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the "Termination Fee"). (ii) In the event that Parent shall terminate this Agreement pursuant to Section 8.1.F., then Company shall promptly reimburse Parent for Parent's costs and expenses in connection with this Agreement and the transactions contemplated hereby ("Parent's Expenses"), and if, within nine (9) months of such termination of this Agreement, an Acquisition Proposal is consummated or Company shall enter into a definitive agreement contemplating an with respect to any Company Acquisition Proposal is executedor any Company Acquisition involving Company shall be consummated, then concurrently with the execution of a definitive agreement with respect to, or the consummation of, as applicable, such Company Acquisition, then Company shall pay to Parent, Parent an amount in cash at equal to the earlier of the time such transaction is consummated or the time such definitive agreement is executed, amount by which the Termination FeeFee exceeds the amount of Parent's Expenses previously reimbursed by Company pursuant hereto. (ciii) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the The Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 8.3.B. are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements agreements, Parent and Merger Sub would not have entered enter into this Agreement; accordingly, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If if the Company fails to pay as directed in writing by Parent any a timely manner the amounts due to Parent or Merger Sub pursuant to this Section 8.2 within 8.3.B. and, in order to obtain such payment, Parent makes a claim that results in a judgment against the time periods specified Company for the amounts set forth in this Section 8.28.3.B., the Company shall pay the to Parent its costs and expenses (including reasonable legal attorneys' fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid the amounts set forth in this Section 8.3.B. at the prime lending rate prevailing during such period of interest as published reported by SunTrust Bank, N.A. in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until made. Payment of the date fees described in this Section 8.3.B. shall not be in lieu of actual paymentdamages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "Company Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the shareholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (bi) In the event that (i1) Parent shall terminate this Agreement pursuant to Section 8.1.G. or (2) this Agreement is shall be terminated by Parent or Merger Sub pursuant to Sections 8.1(b(x) (other than termination pursuant to Section 8.1(b8.1.B. or (y) at pursuant to Section 8.1.D. and, in the time consummation case of the Offer is enjoined, provided Company is not in breach of its obligations hereundereither (x) or 8.1(c)(i(y); , (iia) at or prior to the time of the termination of this Agreement the commencementsuch termination, submission there shall exist or making of have been proposed an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iiib) within one year nine (9) months after such termination, Company shall enter into a definitive agreement with respect to any Company Acquisition or any Company Acquisition shall be consummated, then, in the date case of (1), promptly after such termination, or in the case of (2), concurrently with the execution of a definitive agreement with respect to, or the consummation of, as applicable, such Company Acquisition, Company shall pay to Parent an amount in cash equal to One Million Three Hundred Thousand and No/100 Dollars ($1,300,000.00) (the "Termination Fee"). (ii) In the event that Parent shall terminate this Agreement pursuant to Section 8.1.F., then Company shall promptly reimburse Parent for Parent's costs and expenses in connection with this Agreement and the transactions contemplated hereby ("Parent's Expenses"), and if, within nine (9) months of such termination of this Agreement, an Acquisition Proposal is consummated or Company shall enter into a definitive agreement contemplating an with respect to any Company Acquisition Proposal is executedor any Company Acquisition involving Company shall be consummated, then concurrently with the execution of a definitive agreement with respect to, or the consummation of, as applicable, such Company Acquisition, then Company shall pay to Parent, Parent an amount in cash at equal to the earlier of the time such transaction is consummated or the time such definitive agreement is executed, amount by which the Termination FeeFee exceeds the amount of Parent's Expenses previously reimbursed by Company pursuant hereto. (ciii) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the The Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 8.3.B. are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements agreements, Parent and Merger Sub would not have entered enter into this Agreement; accordingly, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If if the Company fails to pay as directed in writing by Parent any a timely manner the amounts due to Parent or Merger Sub pursuant to this Section 8.2 within 8.3.B. and, in order to obtain such payment, Parent makes a claim that results in a judgment against the time periods specified Company for the amounts set forth in this Section 8.28.3.B., the Company shall pay the to Parent its costs and expenses (including reasonable legal attorneys' fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid the amounts set forth in this Section 8.3.B. at the prime lending rate prevailing during such period of interest as published reported by SunTrust Bank, N.A. in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until made. Payment of the date fees described in this Section 8.3.B. shall not be in lieu of actual paymentdamages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "Company Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the shareholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

Termination Fee. (a) In Except as otherwise set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement, the event that Mergers and the other transactions contemplated by this Agreement is terminated shall be paid by the party incurring such fees or expenses, whether or not the Mergers are consummated. Notwithstanding the foregoing, (i) Parent or Merger Sub and the Company each shall pay 50% of all filing fees payable pursuant to 8.1(c)(iithe HSR Act or any additional Antitrust Laws, (ii) or 8.1(c)(iv), then Parent shall pay the SEC filing fees associated with the S-4 Registration Statement and (iii) the Company shall pay all costs and expenses incurred in connection with the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination printing and mailing of this Agreementthe Proxy Statement/Prospectus. (b) In the event that that: (i) this Agreement is terminated pursuant to Section 8.1(c); (ii) this Agreement is terminated pursuant to Section 8.1(f); or (iii) (A) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination the Company pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder8.1(d) or 8.1(c)(iSection 8.1(g); , (iiB) after the date of this Agreement and at or prior to the time of the termination of this Agreement Agreement, a Third Party shall have made, commenced or submitted, or publicly announced its intention to make, commence or submit, an Acquisition Proposal, and (C) the commencement, submission Company or making any Subsidiary of the Company consummates an Acquisition Proposal shall have been disclosed within twelve (12) months after such termination or announced either publicly the Company or any Subsidiary of the Company enters into a definitive agreement within twelve (12) months after such termination to the Company; and (iii) within one year after the date of termination of this Agreement, effect an Acquisition Proposal is consummated or a definitive agreement contemplating an (provided that, for purposes of this Section 8.3(b)(iii), all percentages in the definition of Acquisition Proposal is executedshall be replaced with 50%), then the Company shall pay to Parent, Parent a fee in cash at an amount equal to $7,500,000 (the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the “Termination Fee. (c”) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds federal funds, free of costs and charges, to an account designated in writing by Parent (x) in the case of Section 8.3(b)(i), within two (2) business days after such termination, (y) in the case of Section 8.3(b)(ii), concurrently with termination of this Agreement, and (z) in the case of Section 8.3(b)(iii), upon the earlier of the entry into a definitive agreement with respect to receive an Acquisition Proposal or the consummation of an Acquisition Proposal. For the avoidance of doubt, any payment made by the Company under this Section 8.3(b) shall be payable only once with respect to this Section 8.3(b) and not in duplication even though such paymentpayment may be payable under one or more provisions hereof. In no the event that Parent shall receive full payment pursuant to this Section 8.3(b), the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, Merger LLC, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, Merger LLC, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company be obligated or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination. (c) In the event that this Agreement is terminated by, (A) either Parent or the Company pursuant to Section 8.1(b) as a result of any final and nonappealable Order with respect to the HSR Act or any other applicable Antitrust Laws, (B) either Parent or the Company pursuant to Section 8.1(e) and at the time of such termination, any of the conditions set forth in Section 7.1(b), Section 7.1(c) or Section 7.1(d) in connection with any injunction, order, decree, ruling or other action related to the HSR Act or any other applicable Antitrust Laws shall not have been satisfied, or (C) the Company pursuant to Section 8.1(h) due to a breach by Parent of its obligation to take a Divestiture Action under, and subject to the terms and conditions of, Section 6.1, then Parent shall pay more than one to the Company a fee equal to $12,000,000 (1) the “Parent Termination Fee.”) by wire transfer of same-day funds on the second (2nd) business day following such termination. In the event that the Company shall receive full payment pursuant to this Section 8.3(c), the receipt of the Parent Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Acquired Corporations or their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Acquired Corporations or any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub, Merger LLC or any of their respective Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination. For the avoidance of doubt, any payment made by Parent under this Section 8.3(c) shall be payable only once with respect to this Section 8.3(c) and not in duplication even though such payment may be payable under one or more provisions hereof (d) Each of the Company, The Company and Parent acknowledge and Merger Sub acknowledges agree that the agreements contained in this Section 8.2 8.3 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent agreements, the Company, the Parent, Merger Sub and Merger Sub LLC would not have entered enter into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails or Parent, as the case may be, shall fail to pay as directed in writing by the Termination Fee or Parent any amounts due Termination Fee when due, such fee shall also be deemed to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay include the costs and expenses incurred by the Company, Parent, Merger Sub and Merger LLC (including reasonable legal fees and expensesexpenses of counsel) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing collection under and enforcement of any lawsuit, taken to collect payment of such amountsthis Section 8.3, together with interest on such unpaid amounts fee, commencing on the date that such fee became due, at a rate equal to the prime lending rate prevailing during such period as of interest published in the “Money Rates” section of The Wall Street Journal, calculated Journal in effect on a daily basis from the date such amounts were required to be paid until the date of actual paymentfee became due.

Termination Fee. (a) In the event that If this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 8.1(e), then Home shall immediately following such termination, pay Banner an amount equal to 4.0% of the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination sum of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoinedAggregate Cash Consideration, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); plus (ii) at or prior to the time product of the termination of this Agreement Aggregate Stock Consideration multiplied by the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and Banner Average Closing Price (iii) within one year after calculated using the date of termination of this Agreement, an Acquisition Proposal Agreement rather than the Closing Date) (the “Base Termination Fee”) in same-day funds. (b) If this Agreement is consummated or a definitive agreement contemplating an Acquisition Proposal is executedterminated pursuant to Section 8.1(f), then (i) if such termination occurs within thirty (30) days of the Company date hereof, Home shall pay Banner simultaneously with such termination an amount equal to Parent, in cash at two million eight hundred seventy-five thousand dollars ($2,954,469) (the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the “Reduced Termination Fee”) in same-day funds or (ii) if such termination occurs later than thirty (30) days after the date hereof, Home shall pay the Base Termination Fee to Banner simultaneously with such termination in same-day funds. (c) Any amount that becomes payable If this Agreement is terminated by either pursuant to party under Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to 8.1(g), and prior thereto there has been publicly announced an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than Acquisition Proposal, then if within one (1) year of such termination Home or any of its Significant Subsidiaries either (A) enters into a definitive agreement with respect to an Acquisition Proposal or (B) consummates an Acquisition Proposal, Home shall immediately pay Banner the Base Termination FeeFee in same-day funds. For purposes of clauses (A) and (B) above, the reference to 20% in the definition of Acquisition Proposal shall be 50%. (d) Each The payment of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent Base Termination Fee or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger SubReduced Termination Fee, as applicable, in connection with shall fully discharge Home from any actionand all liability under this Agreement and related to the transactions contemplated herein, including and Banner shall not be entitled to any other relief or remedy against Home. If the filing Base Termination Fee or Reduced Termination Fee, as applicable, is not payable, Banner may pursue any and all remedies available to it against Home on account of a willful and material breach by Home of any lawsuitof the provisions of this Agreement. Moreover, taken if the Base Termination Fee is payable pursuant to collect payment Section 8.1(e)(ii), Banner shall have the right to pursue any and all remedies available to it against Home on account of such amounts, together with interest the willful and material breach by Home of Section 6.8 in lieu of accepting the Base Termination Fee under Section 8.4(a). Home may pursue any and all remedies available to it against Banner on such unpaid amounts at account of a willful and material breach by Banner of any of the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date provisions of actual paymentthis Agreement.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following of a termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b9.01(a) (if and only if terminated at a time when the time consummation of the Offer is enjoined, provided Company is Equity Offering has not in breach of its obligations hereunderbeen completed) or 8.1(c)(iSection 9.01(c) (if and only if terminated at a time when the Equity Offering has not been completed); , Buyer shall pay to Parent and/or Sellers, by way of compensation, a fee of $1,000,000 (iicollectively, the “Termination Fee”), in each case, within one (1) at or prior to Business Day after the time date of the termination of this Agreement by Sellers pursuant to Section 9.01(a) or Section 9.01(c) and, in the commencementevent of a termination by Buyer pursuant to Section 9.01(a), submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to concurrently with, and as a condition precedent to, the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent to receive such payment. In no event and/or Sellers; provided that Buyer shall the Company not be obligated required to pay the Termination Fee on more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub occasion. Buyer acknowledges that the agreements contained in this Section 8.2 9.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Sellers would not enter into this Agreement. Accordingly, if Buyer fails promptly to pay any amount due pursuant to this Section 9.03, Buyer shall also pay any reasonable and documented costs, fees and expenses incurred by Parent and/or Sellers (including reasonable attorneys’ fees) in connection with a legal action to enforce this Agreement that results in a judgment for such amount or any portion thereof against Buyer or its Affiliates. Any amount not paid when due pursuant to this Section 9.03 shall bear interest from the date such amount is due until the date paid at a rate equal to LIBOR plus 8%. Notwithstanding anything to the contrary in this Agreement, except in the event of (i) an intentional breach by Buyer of any representation, warranty, covenant, or agreement in this Agreement or (ii) Buyer’s Fraud, if this Agreement is terminated in circumstances requiring the payment of the Termination Fee to Parent and/or Sellers, the payment in full of the Termination Fee by Buyer to Parent and/or Sellers, together with any interest, costs, fees or expenses payable, in each case in accordance with this Section 9.03, shall be the sole and exclusive remedy of Parent and Sellers against Buyer and its Affiliates, and upon such payment, except in the event of such an intentional breach or Fraud, none of Buyer or any of its Affiliates shall have any further liability or obligation (whether at Law or equity, in contract, in tort or otherwise) to Parent and Sellers arising out of this Agreement, any Ancillary Agreement or any of the transactions contemplated hereby or thereby. The Parties acknowledge and agree that (i) the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that ; (ii) the damages resulting from the termination of this Agreement under circumstances where the Termination Fee is payable are uncertain and incapable of accurate calculation; and (iii) without these agreements Parent and Merger Sub agreements, the Parties would not have entered enter into this Agreement. Therefore, the Termination Fee, if, as and that any amounts payable when required to be paid pursuant to this Section 8.2 do 9.03 will not constitute a penalty. If penalty but rather liquidated damages in a reasonable amount that will compensate Parent and Sellers receiving such amount in the Company fails to pay as directed circumstances in writing which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect Agreement; provided that payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published Termination Fee shall not constitute liquidated damages in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date case of actual paymentFraud or an intentional breach of this Agreement.

Termination Fee. (a) In the event that this Agreement is validly terminated by the Company or Parent or Merger Sub pursuant to 8.1(c)(iiSection 7.1(b)(i) or 8.1(c)(ivSection 7.1(b)(ii) (with respect to Section 7.1(b)(ii), solely to the extent the applicable Law or Order arises under or in connection with applicable Antitrust Laws) and at the time of such termination all of the conditions set forth in Article VI (other than the condition set forth in Section 6.1(a) or Section 6.1(b) (with respect to Section 6.1(b), solely to the extent the applicable Law or Order arises under or in connection with applicable Antitrust Laws) and any conditions that, by their nature, cannot be satisfied until the Closing, which conditions would be capable of satisfaction if the Closing were to occur on the date of such termination) have been satisfied or waived on or prior to the date of such termination, then within two Business Days of such termination Parent shall deliver a notice to the Company shall pay that the Termination Fee as directed in writing is due and payable by Parent as promptly as possible (but to the Company in any event within two Business Days) following termination accordance with the provisions of this AgreementSection 7.3 (the “Termination Fee Notice”). (b) In Within five Business Days of receipt by the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation Company of the Offer is enjoinedTermination Fee Notice, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay deliver to ParentParent a written notice informing Parent whether or not the Company elects to accept the Termination Fee (the “Company Fee Notice”). If the Company does not deliver to Parent the Company Fee Notice by the date that is five Business Days after the Company receives the Termination Fee Notice, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, Company shall be deemed to have accepted the Termination Fee. . If the Company accepts (cor is deemed to accept pursuant hereto) Any amount that becomes payable either pursuant the Termination Fee, Parent shall pay or cause to Section 8.2(a) or Section 8.2(b) shall be paid to the Company the Termination Fee, by wire transfer of immediately available funds funds, within two Business Days of such acceptance (or deemed acceptance pursuant hereto), to an account designated specified by the Company to Parent to receive such payment. In promptly following the receipt of the Company Fee Notice. (c) The Parties acknowledge and agree that (i) in no event shall the Company Parent be obligated required to pay the Termination Fee on more than one occasion, and (1ii) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained set forth in this Section 8.2 7.3 are an integral part of the transactions contemplated by this AgreementAgreement and that, that without these agreements Parent and Merger Sub agreements, the other Parties would not have entered enter into this Agreement. (d) Notwithstanding anything to the contrary contained herein, in the event that the Company accepts (or is deemed to accept pursuant hereto) the Termination Fee, and the Termination Fee is actually paid to the Company, such payment of the Termination Fee shall constitute liquidated damages and be the sole and exclusive remedy of the Company and the Company Related Parties against Parent and the Parent Related Parties, for all losses, damages, costs or expenses in respect of this Agreement (or the termination thereof) or the transactions contemplated by this Agreement or the Ancillary Agreements, including the Mergers (or the failure of such transactions to occur for any reason or for no reason) or any breach of any covenant or agreement or otherwise in respect of this Agreement or any representation (whether oral or written) made or alleged to be made in connection herewith, and, notwithstanding anything to the contrary set forth herein (including Section 7.2), upon payment of the Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement or the Ancillary Agreements, including the Mergers, and none of the Company or any other Company Related Party shall seek or be entitled to recover any other damages; provided, however, that, (i) this clause (d) shall not apply to the provisions of this Agreement that any amounts payable survive termination pursuant to this Section 8.2 do not constitute a penalty. If 7.2 and (ii) notwithstanding the foregoing, in the event that Parent or any of its Subsidiaries initiates or continues any action, claim, or suit against the Company or any Company Related Party arising out of or in connection with this Agreement or any Ancillary Agreement after payment and acceptance of the Termination Fee, then the foregoing of this clause (d) shall be deemed null and void, and the Company and the Company Related Parties shall have available to them all rights and remedies existing under Law, including the right to bring an action, claim or suit against Parent for breach of this Agreement or any Ancillary Agreement and be awarded damages (above and beyond the Termination Fee) in connection therewith. (e) If Parent fails to promptly pay or cause to be paid the Termination Fee as directed in writing by Parent any amounts and when due to Parent or Merger Sub pursuant to this Section 8.2 within 7.3(b), then, during such time as the time periods specified in this Section 8.2Termination Fee has not been paid, the Company shall have the option, in its sole discretion, to commence a Proceeding in order to obtain a judgment against Parent for the Termination Fee; provided, that if Company commences a Proceeding that results in a judgment against Parent for the Termination Fee, Parent shall pay or cause to be paid to the Company its costs and expenses (including reasonable legal fees and expensesattorneys’ fees) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountsProceeding, together with interest on such unpaid amounts the Termination Fee, at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from Journal for the relevant date such amounts were amount was required to be paid until made from such date through the date of actual payment.

Termination Fee. (a) In the event that If this Agreement is terminated (i) by Parent pursuant to Section 7.1(g), (ii) by the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) the Company Shareholder Approval shall not have been obtained and (B) Parent would have been permitted to terminate this Agreement pursuant to Section 7.1(g), (iii) by the Company pursuant to Section 7.1(h), or (iv) by Parent or Merger Sub the Company pursuant to 8.1(c)(iiSection 7.1(b) or 8.1(c)(ivSection 7.1(d) or by Parent pursuant to Section 7.1(f), then and in the case of any termination pursuant to this clause (iv), (A) a Takeover Proposal shall have been publicly announced or shall have become publicly known and (B) at any time on or prior to the twelve-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated, the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid , by wire transfer of immediately available funds (to an account designated by Parent) in immediately available funds (1) in the case of clause (i), within two business days of such termination, in the case of clauses (ii) and (iii) prior to or concurrently with such termination, and in the case of clause (iv) upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or the consummation of the transactions contemplated by a Takeover Proposal. “Termination Fee” shall mean a cash amount equal to $50,000,000. Notwithstanding anything to the contrary in this Agreement, if the Termination Fee shall become due and payable in accordance with this Section 7.3(a), from and after such termination and payment of the Termination Fee pursuant to and in accordance with this Section 7.3(a), the Company shall have no further liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby other than as provided under this Section 7.3(a), except in the case of fraud or intentional and material breach by the Company of this Agreement. Each of the parties hereto acknowledges that the Termination Fee is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent in the circumstances in which such Termination Fee is due and payable and which do not involve fraud or intentional and material breach, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to receive such paymentcalculate with precision. In no event shall the Company Parent be obligated entitled to pay more than one (1) payment of the Termination Fee. (d) Each . Solely for purposes of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of 7.3, “Takeover Proposal” shall have the transactions contemplated by this Agreementmeaning ascribed thereto in Section 8.15(xxv), except that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant all references to this Section 8.2 do not constitute a penalty. If the Company fails 15% shall be changed to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment50%.

Termination Fee. (a) In the event that this Agreement is terminated (i)(x)(A) by Parent Parent, Merger Subsidiary or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder10.01(b)(i) or 8.1(c)(i(B) by Parent pursuant to Section 10.01(d), (y) an Acquisition Proposal by a Third Party shall have become publicly known or delivered to the Board of Directors after the date hereof and prior to such termination and (z) within twelve (12) months after such termination (A) the Company enters into a definitive agreement with respect to an Acquisition Proposal or (B) any Acquisition Proposal is consummated (with all references to twenty-five percent (25%) in the definition of Acquisition Transaction being treated as references to fifty percent (50%) solely for purposes of clause (b)(i) of this Section 10.03(a)); (ii) at by the Company pursuant to Section 10.01(f); or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreementby Parent pursuant to Section 10.01(c), an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executedthen, then in any such event, the Company shall pay to ParentParent the Company Termination Fee (less any Parent Expense Reimbursement previously paid or payable by the Company), in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any which amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid payable by wire transfer of immediately available funds to an account designated by Parent to receive such paymentfunds. In The Company Termination Fee (which, if owing, shall be payable only once) shall be paid (x) in the circumstances described in clause (i) above, promptly (but in no event shall the Company be obligated to pay more later than one (1) Termination FeeBusiness Day) following the first to occur of the events giving rise to the obligation to make such payment, (y) in the circumstances described in clause (ii) above, concurrently with and as a condition to the termination and (z) in the circumstances described in clause (iii) above, promptly (but in no event later than five (5) Business Days) following the first to occur of the events giving rise to the obligation to make such payment. (db) Each Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree on behalf of themselves and their Affiliates that (i) the CompanyCompany Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub acknowledges Subsidiary in the circumstances in which the Company Termination Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that the agreements contained in provisions of this Section 8.2 10.03 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent and Merger Sub such provisions, the Parties would not have entered into this Agreement. Accordingly, and that if the Company fails promptly to pay any amounts payable amount due to Parent pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to 10.03, it shall also pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the reasonable costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, Subsidiary in connection with any action, including a legal action to enforce this Agreement that results in a judgment against the filing of any lawsuit, taken to collect payment of Company for such amountsamount, together with interest on such the amount of any unpaid amounts fee, cost or expense at the publicly announced prime lending rate prevailing during such period as published in The Wall Street Journalof JPMorgan Chase Bank, calculated on a daily basis N.A. from the date such amounts were fee, cost or expense was required to be paid until to (but excluding) the payment date. (c) Notwithstanding anything to the contrary set forth in this Agreement, subject to Section 11.13 and other than in the case of fraud or willful and material breach, each of Parent and Merger Subsidiary expressly acknowledges and agrees that (x) Parent’s right to receive payment of the Company Termination Fee pursuant to Section 10.03 (plus any costs, expenses or interest payable in connection therewith pursuant to Section 10.03(b)) and Parent’s right to receive payment of the Parent Expense Reimbursement pursuant to Section 10.03(g), in each case, in the respective circumstances in which the Company Termination Fee and/or the Parent Expense Reimbursement is payable, shall constitute the only monetary damages that (A) Parent, Merger Subsidiary or Sponsor, (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than Parent, Merger Subsidiary and Sponsor), members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Subsidiary and Sponsor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) may recover from (A) the Company, its Subsidiaries and each of their respective Affiliates; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) for any and all losses, claims, damages, liabilities, costs, fees, expenses (including reasonable attorney’s fees and disbursements), judgments, inquiries and fines suffered in respect of this Agreement (including in respect of any breach of any representation, warranty, covenant or agreement or the failure of the Merger to be consummated) or the transactions contemplated by this Agreement in such circumstances, and upon payment of the Company Termination Fee to Parent pursuant to this Section 10.03 (plus any costs, expenses or interest payable in connection therewith pursuant to Section 10.03(b)), none of the Company Related Parties shall have any further liability or obligation to any of the Parent Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby. (d) Under no circumstances will the collective monetary damages payable by Parent, Merger Subsidiary or any of their Affiliates for breaches under this Agreement, the Limited Guarantee or the Equity Commitment Letter exceed an amount equal to $16,000,000 in the aggregate for all such breaches (including reasonable attorney’s fees and costs to enforce this Agreement and Limited Guarantee) (the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Parent Liability Limitation against any Parent Related Parties, and in no event will the Company or any of its Subsidiaries be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Sponsor, Parent or Merger Subsidiary), the termination of this Agreement, the failure to consummate the Offer or the Merger or any claims or actions under Applicable Law arising out of any such breach, termination or failure. Other than Sponsor’s obligations under the Limited Guarantee and the Equity Commitment Letter and other than the obligations of Parent and Merger Subsidiary to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than Sponsor, Parent and Merger Subsidiary have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement, the Offer or the Merger, provided that nothing in this Section 10.03(d) shall be deemed to limit the Company’s rights as a third party beneficiary to seek specific performance of the Equity Commitment Letter in accordance with the terms thereof. (e) Notwithstanding anything to the contrary in this Section 10.03, it is agreed that Parent, Merger Subsidiary and the Company will be entitled to an injunction, specific performance or other equitable relief as provided in Section 11.13, except that, although the Company, in its sole discretion, may determine its choice of remedies hereunder, including by pursuing specific performance in accordance with, but subject to the limitations of, Section 11.13(b), under no circumstances will the Company be permitted or entitled to receive both specific performance of the type contemplated by Section 11.13(b) and any monetary damages. (f) In no event will the Company seek or obtain, nor will they permit any of its Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Person who is not a named party to this Agreement, the Equity Commitment Letter or the Limited Guarantee, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement with respect to this Agreement, the Equity Commitment Letter or the Limited Guarantee or the transactions contemplated hereby and thereby (including any breach by Sponsor, Parent or Merger Subsidiary), the termination of this Agreement, the failure to consummate the transactions contemplated hereby or any claims or actions under Applicable Law arising out of any such breach, termination or failure, other than from Parent or Merger Subsidiary to the extent expressly provided for in this Agreement or Sponsor to the extent expressly provided for in the Limited Guarantee and the Equity Commitment Letter. (g) In the event this Agreement is terminated by either Party pursuant to Section 10.01(b)(i) (provided that, at such time, all Offer Conditions (other than the Minimum Condition and, if applicable, the condition set forth in Section (ii)(B) of Annex I, the condition set forth in Section (ii)(C) of Annex I and/or any other Offer Condition that has not been satisfied as a result of a breach of this Agreement by the Company) had been satisfied or waived (other than those Offer Conditions that are only capable of being satisfied or waived at the Acceptance Time, but provided that such Offer Conditions were so capable of being satisfied or waived) or by Parent pursuant Section 10.01(d) (for willful breach), then the Company shall reimburse Parent for its actual and reasonable out-of-pocket expenses in an amount not to exceed $2,000,000 (the “Parent Expense Reimbursement”), by wire transfer of immediately available funds on the second (2nd) Business Day following the date of actual paymentsuch termination of this Agreement; provided, that the existence of circumstances which would require the Company Termination Fee (less any Parent Expense Reimbursement previously paid to Parent by the Company) to become subsequently payable by the Company pursuant to Section 10.03(a)(i) shall not relieve the Company of its obligations to pay the Parent Expense Reimbursement pursuant to this Section 10.03(g); and provided, further, that the payment by the Company of the Parent Expense Reimbursement pursuant to this Section 10.03(g) shall not relieve the Company of any subsequent obligation to pay the Company Termination Fee (less any Parent Expense Reimbursement previously paid to Parent by the Company) pursuant to Section 10.03(a)(i). For the avoidance of doubt, (x) in no event shall the Company be required to pay the Parent Expense Reimbursement on more than one (1) occasion and (y) in no event shall the sum of the Parent Expense Reimbursement and Company Termination Fee payable by the Company exceed the Company Termination Fee.

Termination Fee. Notwithstanding any provision in this Agreement to the contrary: (a) In the event that If this Agreement is terminated by the Parent or Merger Sub pursuant to 8.1(c)(iiSection 8.1(f) (other than for a termination in respect of the breach of a representation or 8.1(c)(ivwarranty occurring after (and not as of) the date of this Agreement based on facts, events or circumstances occurring after (and not as of or prior to) the date of this Agreement), then the Company shall pay to the Termination Fee as directed Parent an amount equal to the Parent’s Expenses in writing cash by Parent as promptly as possible (but wire transfer in any event immediately available funds, such payment to be made within two five Business Days) Days following the termination of this Agreement. (b) In If this Agreement is terminated by the Company pursuant to Section 8.1(e)(A) (other than for a termination in respect of the breach of a representation or warranty occurring after (and not as of) the date of this Agreement based on facts, events or circumstances occurring after (and not as of or prior to) the date of this Agreement), the Parent shall pay to the Company an amount equal to the Company’s Expenses in cash by wire transfer in immediately available funds, such payment to be made within five Business Days following the termination of this Agreement. (c) If this Agreement is terminated by the Company pursuant to Section 8.1(e)(B), the Parent shall pay to the Company an amount equal to $7,000,000 (the “Liquidated Damages Amount”) plus the aggregate amount of the Company’s Expenses not previously paid or reimbursed by the Parent in cash by wire transfer in immediately available funds, such payment to be made within five Business Days after the termination of this Agreement. It is understood and agreed that in no event that shall the Parent be required to pay an aggregate amount in excess of the sum of the Liquidated Damages and the Company’s Expenses. (d) If (i) this Agreement is terminated by the Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder8.1(h) or 8.1(c)(i); (ii) at or prior by the Company pursuant to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executedSection 8.1(g), then the Company shall pay to the Parent a fee of $7,000,000 (the “Termination Fee”) plus the aggregate amount of the Parent, ’s Expenses not previously paid or reimbursed by the Company in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of in immediately available funds funds, such payment to an account designated by Parent to receive such paymentbe made within five Business Days following the termination of this Agreement. In It is understood and agreed that in no event shall the Company be obligated required to pay more than one (1) Termination Fee. (d) Each an aggregate amount in excess of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part sum of the transactions contemplated by this Agreement, that without these agreements Parent Termination Fee and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentParent’s Expenses.

Termination Fee. (ai) In the event that that: (A) Parent shall terminate this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 8.1(e), then the Company (B) Parent shall pay the Termination Fee as directed in writing by Parent as promptly as possible terminate this Agreement pursuant to Section 8.1(f) and within twelve months after such termination, a Citadel Party shall enter into a definitive agreement with respect to any Takeover Proposal or any Takeover Transaction shall be consummated, (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (iC) this Agreement is shall be terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunderor Section 8.1(d) or 8.1(c)(i); and (ii1) at or prior to the time of the termination of such termination, there shall exist or have been proposed a Takeover Transaction (other than one proposed by Buyer or Parent or an Affiliate thereof), and (2) within twelve months after such termination, a Citadel Party shall enter into a definitive agreement with respect to such Takeover Proposal or a Takeover Transaction shall be consummated with respect to such Takeover Proposal, or (D) Citadel shall terminate this Agreement pursuant to Section 8.1(h) or Section 4.7(e); then, in the commencement, submission or making case of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; (A) and (iii) D), within one year business day after the date of termination such termination, and in the case of (B) or (C), upon the earlier to occur of (x) one business day after the entering into of a definitive agreement with respect to any Takeover Proposal and (y) immediately prior to the consummation of a Takeover Transaction, Citadel shall pay Parent an amount in cash equal to $2,320,000 (the “Termination Fee”). Notwithstanding the foregoing, the parties acknowledge that the Termination Fee does not represent a liquidated damage amount for any breach by any Citadel Party of any provision of this Agreement, an Acquisition Proposal is consummated and shall be payable in addition to and irrespective of any amount otherwise recoverable by Buyer or Parent under this Agreement or otherwise by reason of such breach; provided, however, if the Closing does not occur and Citadel pays the Termination Fee in accordance with the terms hereof, Buyer and Parent may not bring any claim under this Agreement related to a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier breach of the time representations or warranties of a Citadel Party unless such transaction is consummated breach was fraudulent, intentional or the time such definitive agreement is executed, the Termination Feewillful. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Fee. (dii) Each of the Company, Parent and Merger Sub Citadel Party acknowledges that the agreements contained in this Section 8.2 9.2(b) are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements agreements, Parent and Merger Sub Buyer would not have entered enter into this Agreement. Accordingly, and that any if Citadel fails to pay in a timely manner the amounts payable due pursuant to this Section 8.2 do not constitute 9.2(b) and, in order to obtain such payment, Buyer or Parent makes a penalty. If claim that results in a judgment against Citadel for the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified set forth in this Section 8.29.2(b), the Company Citadel shall pay the to Buyer or Parent, as applicable, its costs and expenses (including reasonable legal attorneys’ fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid the amounts set forth in this Section 9.2(b) at the prime lending rate prevailing during such period as published of Bank of America N.A. in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until the date of actual paymentmade.

Termination Fee. (a) In the event that If Seller terminates this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(iiSection 9.1(f) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement, then upon such termination Seller shall pay to Buyer the sum of $1,750,000 (the “Termination Fee”). The Termination Fee shall be paid to Buyer in same-day funds. (b) In the event that (i) If Buyer terminates this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b9.1(e) at of this Agreement and within 12 months after such termination Seller enters into an Acquisition Agreement, then upon the time consummation signing of such Acquisition Agreement, Seller shall pay to Buyer the Offer is enjoinedTermination Fee in same-day funds; provided, provided Company is not however, that in breach such case the Termination Fee shall be reduced to $1,500,000. (c) If either Party terminates this Agreement pursuant to Section 9.1(d) of its obligations hereunder) or 8.1(c)(i); (ii) at or this Agreement and, after the date of this Agreement and prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreementsuch termination, an Acquisition Proposal is consummated or a definitive agreement contemplating has been made, then, upon the signing of an Acquisition Proposal is executedAgreement with respect to such Acquisition Proposal, then the Company Seller shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, Buyer the Termination Fee. (cFee described in Section 9.3(a) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Feein same-day funds. (d) Each of the Company, Parent and Merger Sub acknowledges The Parties acknowledge that the agreements contained in this Section 8.2 ARTICLE 9 are an integral part of the transactions contemplated by this Agreement, and that without these agreements Parent and Merger Sub agreements, they would not have entered enter into this Agreement; accordingly, and that if Seller fails to pay promptly any amounts Termination Fee payable by it pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.29.3, the Company then Seller shall pay the to Buyer its reasonable costs and expenses (including reasonable legal fees and expensesattorneys’ fees) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of collecting such amountsTermination Fee, together with interest on such unpaid amounts the amount of the fee at the prime lending annual rate prevailing during such period of interest (as published in The Wall Street Journal, calculated on a daily basis ) plus 2% as the same is in effect from time to time from the date such amounts were required to be paid payment was due under this Agreement until the date of actual payment.

Termination Fee. (a) In the event that If this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv)any of the following provisions, then the Company shall pay to Parent a fee equal to $200,000,000 (the "Termination Fee"), which Termination Fee as directed shall be Parent's sole remedy in writing by Parent as promptly as possible (but in any event within two Business Days) following respect of termination of this Agreement except in the case of any willful breach of this Agreement by the Company: (i) Sections 8.1(c)(ii) or (iii); (ii) Section 8.1(d)(ii); (iii) Section 8.1(b)(iii), provided that (A) after the date of this Agreement, any Person makes a Takeover Proposal or amends or reasserts a Takeover Proposal made prior to the date of this Agreement and such Takeover Proposal becomes publicly known prior to the Company Stockholders Meeting (and such Takeover Proposal shall not have been withdrawn at the time of the Company Stockholders Meeting), and (B) within twelve months after the date of such termination, the Company enters into a definitive agreement to consummate, or consummates, the transactions contemplated by a Takeover Proposal; and provided, further, that, solely for purposes of this Section 8.3(a)(iii), the term "Takeover Proposal" shall have the meaning ascribed thereto in Section 6.5(e), except that all references to 15% shall be changed to 40%; or (iv) Section 8.1(c)(i), provided, that such termination is based on a material breach of Section 6.2. (b) In If the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or required to pay Parent a Termination Fee, such Termination Fee shall be payable immediately prior to the time of the termination of this Agreement in the commencement, submission or making event of an Acquisition Proposal shall have been disclosed or announced either publicly or to termination by the Company; , and (iii) within not later than one year Business Day after the date receipt by the Company of a notice of termination from Parent in the event of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to termination by Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid each case by wire transfer of immediately available funds to an account designated by Parent (except that, in the case of termination pursuant to receive Section 8.1(b)(iii), such payment. In no event payment shall be made on the Company be obligated date of the first to pay more than one occur of the events referred to in clause (1B) Termination Feeof Section 8.3(a)(iii)). (dc) Each of the Company, Parent and Merger Sub acknowledges The parties each agree that the agreements contained in this Section 8.2 8.3 are an integral part of the transactions transaction contemplated by this Agreement, that and that, without these agreements agreements, Parent and Merger Sub would not have entered enter into this Agreement; accordingly, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If if the Company fails promptly to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to under this Section 8.2 within 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the time periods specified in this Section 8.2Company for such amounts, the Company shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the prime rate of Citibank, N.A. in effect on the date such payment was due, together with the costs and expenses of Parent (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentsuit.

Termination Fee. (a) In If, but only if, the Agreement is terminated: (i) by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(d)(i) and (A) in the case of a termination pursuant to Section 8.1(b)(i), the Parent Stockholder Approval shall have been obtained and the Company Stockholder Approval shall not have been obtained prior to such termination, and (B) the Company (x) receives or has received a Company Acquisition Proposal after the date of this Agreement, which proposal has been publicly announced and (y) within twelve (12) months of the termination of this Agreement, consummates a transaction regarding, or executes a definitive agreement which is later consummated with respect to, a Company Acquisition Proposal, then the Company shall pay, or cause to be paid, to Parent a fee equal to $175,000,000 (the “Termination Fee”) plus, if not previously paid pursuant to the proviso below, the Expense Amount, by wire transfer of same day funds to an account designated by Parent, not later than the consummation of such transaction arising from such Company Acquisition Proposal; provided, however, that for purposes of this Section 8.3(a)(i), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; and provided, further, that in the event that this the Agreement is terminated by either the Company or Parent or Merger Sub pursuant to 8.1(c)(iiSection 8.1(b)(iii), the Company shall pay, or cause to be paid, to Parent the Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination rather than when the Termination Fee becomes payable to Parent (if ever); or (ii) by either the Company or Parent pursuant to Section 8.1(b)(i) or 8.1(c)(ivSection 8.1(b)(iv) or by the Company pursuant to Section 8.1(c) and (A) in the case of a termination pursuant to Section 8.1(b)(i), the Company Stockholder Approval shall have been obtained and the Parent Stockholder Approval shall not have been obtained prior to such termination, and (B) Parent (x) receives or has received a bona fide Parent Acquisition Proposal, which proposal has been publicly announced and (y) within twelve (12) months of the termination of this Agreement, consummates a transaction regarding, or executes a definitive agreement which is later consummated with respect to, a Parent Acquisition Proposal, then Parent shall pay, or cause to be paid, to the Company the Termination Fee plus, if not previously paid pursuant to the proviso below, the Expense Amount, by wire transfer of same day funds to an account designated by the Company, not later than the consummation of such transaction arising from such Parent Acquisition Proposal; provided, however, that in the event that the Agreement is terminated by either the Company or Parent pursuant to Section 8.1(b)(iv), Parent shall pay, or cause to be paid, to the Company the Expense Amount (by wire transfer to an account designated by the Company) within two (2) Business Days of such termination rather than when the Termination Fee becomes payable to the Company (if ever); or (iii) by Parent pursuant to Section 8.1(d)(ii), then the Company shall pay pay, or cause to be paid, to Parent the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In together with the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoinedExpense Amount, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available same day funds to an account designated by Parent Parent, within two (2) Business Days of such termination. (b) Notwithstanding anything to receive such payment. In the contrary set forth in this Agreement, the parties agree that: (i) under no event circumstances shall the Company or Parent be obligated required to pay more the Termination Fee earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the party entitled to payment; and (ii) under no circumstances shall the Company or Parent be required to pay the Termination FeeFee on more than one occasion. (dc) Each of the Company, Parent and Merger Sub parties hereto acknowledges that (i) the agreements contained in this Section 8.2 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company or Parent, as the case may be, in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements Parent and Merger Sub agreements, the parties would not have entered enter into this Agreement; accordingly, and that if the Company or Parent, as the case may be, fails to timely pay any amounts payable amount due pursuant to this Section 8.2 do not constitute a penalty. If 8.3 and, in order to obtain such payment, either the Company fails to pay or Parent, as directed the case may be, commences a suit that results in writing by Parent a judgment against the other party for the payment of any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified amount set forth in this Section 8.28.3, the Company such paying party shall pay the other party its costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, Expenses in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts amount at the prime lending annual rate prevailing during such of ten percent (10%) for the period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. (i) If one party to this Agreement (the “Termination Fee Payor”) is required to pay another party to this Agreement (the “Termination Fee Payee”) a Termination Payment, such Termination Payment shall be paid into escrow on the date such payment is required to be paid until by the Termination Fee Payor pursuant to this Agreement by wire transfer of immediately available funds to an escrow account designated in accordance with this Section 8.3(d). In the event that the Termination Fee Payor is obligated to pay the Termination Fee Payee the Termination Payment, the amount payable to the Termination Fee Payee in any tax year of the Termination Fee Payee shall not exceed the lesser of (i) the Termination Payment of the Termination Fee Payee, and (ii) the sum of (A) the maximum amount that can be paid to the Termination Fee Payee without causing the Termination Fee Payee to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”), as determined by the Termination Fee Payee’s independent accountants, plus (B) in the event the Termination Fee Payee receives either (x) a letter from the Termination Fee Payee’s counsel indicating that the Termination Fee Payee has received a ruling from the IRS as described below in this Section 8.3(d) or (y) an opinion from the Termination Fee Payee’s outside counsel as described below in this Section 8.3(d), an amount equal to the excess of the Termination Payment less the amount payable under clause (A) above. (ii) To secure the Termination Fee Payor’s obligation to pay these amounts, the Termination Fee Payor shall deposit into escrow an amount in cash equal to the Termination Payment with an escrow agent selected by the Termination Fee Payor on such terms (subject to this Section 8.3(d)) as shall be mutually agreed upon by the Termination Fee Payor, the Termination Fee Payee and the escrow agent. The payment or deposit into escrow of the Termination Payment pursuant to this Section 8.3(d) shall be made at the time the Termination Fee Payor is obligated to pay the Termination Fee Payee such amount pursuant to Section 8.3 by wire transfer. The escrow agreement shall provide that the Termination Payment in escrow or any portion thereof shall not be released to the Termination Fee Payee unless the escrow agent receives any one or combination of the following: (i) a letter from the Termination Fee Payee’s independent accountants indicating the maximum amount that can be paid by the escrow agent to the Termination Fee Payee without causing the Termination Fee Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income, in which case the escrow agent shall release such amount to the Termination Fee Payee, or (ii) a letter from the Termination Fee Payee’s counsel indicating that (A) the Termination Fee Payee received a ruling from the IRS holding that the receipt by the Termination Fee Payee of the Termination Payment would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code or (B) the Termination Fee Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Termination Fee Payee of the Termination Payment would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in which case the escrow agent shall release the remainder of the Termination Payment to the Termination Fee Payee. The Termination Fee Payor agrees to amend this Section 8.3(d) at the reasonable request of the Termination Fee Payee in order to (i) maximize the portion of the Termination Payment that may be distributed to the Termination Fee Payee hereunder without causing the Termination Fee Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (ii) improve the Termination Fee Payee’s chances of securing a favorable ruling described in this Section 8.3(d) or (iii) assist the Termination Fee Payee in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.3(d). Any amount of the Termination Payment that remains unpaid as of the end of a taxable year shall be paid as soon as possible during the following taxable year, subject to the foregoing limitations of this Section 8.3(d), provided that the obligation of the Termination Fee Payor to pay the unpaid portion of the Termination Payment shall terminate on the December 31 following the date which is four years from the date of actual paymentthis Agreement. (e) For purposes of this Agreement: “Parent Acquisition Proposal” shall have the same meaning as “Company Acquisition Proposal with the word “Parent” replacing the words “the Company and/or any of the Company Subsidiaries” mutatis mutandis; provided, however, that for purposes of the definition of Parent Acquisition Proposal, (i) the reference to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be reference to “fifty percent (50%)” and (ii) transactions in which Parent is the acquiring party shall not be included.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (bi) In the event that (iA) Buyer shall terminate this Agreement pursuant to Section 8.1(e), (B) Buyer shall terminate this Agreement pursuant to Section 8.1(f) and within twelve months after such termination, Seller shall enter into a definitive agreement with respect to any Acquisition Transaction or any Seller Acquisition shall be consummated, or (C) this Agreement is shall be terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunderor Section 8.1(d) or 8.1(c)(i); and (ii1) at or prior to the time of the termination of this Agreement the commencementsuch termination, submission there shall exist or making of have been proposed an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; Proposal, and (iii2) within twelve months after such termination, Seller shall enter into a definitive agreement with respect to any Acquisition Transaction or an Acquisition Transaction shall be consummated, then, in the case of (A), within one year business day after the date of termination such termination, and in the case of (B) or (C), upon the earlier to occur of (x) one business day after the entering into of a definitive agreement with respect to any Acquisition Transaction and (y) immediately prior to the consummation of a Acquisition Transaction, Seller shall pay to Buyer an amount in cash equal to $1.0 million (the “Termination Fee”). Notwithstanding the foregoing, (i) Buyer shall not be entitled to the Termination Fee in the event that Buyer shall have previously received the Prepayment Fee (as defined in the Loan Facility), and (ii) upon receipt of the Termination Fee, Buyer shall waive any right to the Prepayment Fee. Notwithstanding the foregoing, the parties acknowledge that the Termination Fee does not represent a liquidated damage amount for any breach by Seller of any provision of this Agreement, an Acquisition Proposal is consummated and shall be payable in addition to and irrespective of any amount otherwise recoverable by Buyer under this Agreement or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier otherwise by reason of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Feebreach. (cii) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub Seller acknowledges that the agreements contained in this Section 8.2 9.10(b) are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent and Merger Sub agreements, Buyer would not have entered enter into this Agreement; accordingly, and that any if the Seller fails to pay in a timely manner the amounts payable due pursuant to this Section 8.2 do not constitute 9.10(b) and, in order to obtain such payment, Buyer makes a penalty. If claim that results in a judgment against the Company fails to pay as directed in writing by Parent any Seller for the amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified set forth in this Section 8.29.10(b), the Company Seller shall pay the to Buyer its costs and expenses (including reasonable legal attorneys’ fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid the amounts set forth in this Section 9.10(b) at the prime lending rate prevailing during such period as published of Bank of America N.A. in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until the date of actual paymentmade.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) If (x) (A) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination the Company pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined7.1(b), provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (iiB) at or prior to the time of the such termination of this Agreement the commencement, submission or making of an a Company Acquisition Proposal shall have been disclosed disclosed, announced, commenced, submitted or announced either publicly or to the Company; made, and (iiiC) within one year 12 months after such termination the date of termination of this Agreement, an Acquisition Proposal is consummated or Company enters into a definitive agreement contemplating an related to, or consummates, a Company Acquisition Proposal Transaction with any Person, or (y) this Agreement is executedterminated by Parent pursuant to Section 7.1(d), then then, in the case of each of (x) and (y), the Company shall pay to Parent, in cash at the earlier applicable time specified in the next two sentences, a nonrefundable fee in the amount of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. $2,000,000 (c) Any amount that becomes payable either in addition to any payment required to be made pursuant to Section 8.2(a) or 7.3(a), if any). In the case of termination of this Agreement pursuant to Section 8.2(b7.1(b), the fee referred to in the previous sentence shall be paid by the Company upon the execution of such definitive agreement. In the case of termination of this Agreement by Parent pursuant to Section 7.1(d), the fee referred to in the first sentence of this Section 7.3(b)(i) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one within two (12) Termination Feebusiness days after such termination. (dii) Each of the Company, Parent and Merger Sub The Company acknowledges that the agreements contained in this Section 8.2 7.3(b) are an integral part of the transactions transaction contemplated by this Agreement, that and that, without these agreements agreements, Parent and Merger Sub would not have entered enter into this Agreement; accordingly, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If if the Company fails to pay as directed in writing by Parent any a timely manner the amounts due to Parent or Merger Sub pursuant to this Section 8.2 within 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the time periods specified Company for the amounts set forth in this Section 8.27.3(b), the Company shall pay the to Parent its costs and expenses (including reasonable legal fees attorneys' fee and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid the amounts set forth in this Section 7.3(b) at the prime lending rate prevailing during such period as published of Citibank, N.A. in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until made. Payment of the date fees and expenses described in this Section 7.3 shall not be in lieu of actual paymentdamages incurred in the event of willful breach of this Agreement.

Termination Fee. (a) In Parent shall reimburse the Company for its reasonable, documented, out-of-pocket costs incurred after August 1, 2013 in connection with the negotiation and anticipated consummation of this Agreement and the transactions contemplated hereby in an amount not to exceed Five Hundred Thousand Dollars ($500,000) (the “Expense Payment”) in the event that this Agreement is terminated (i) by the Company pursuant to Section 11.1(a)(ii) or Section 11.1(a)(iv) or (ii) by Parent or Merger Sub pursuant to 8.1(c)(iiSection 11.1(a)(iv) in the event that, at the time of such termination, all conditions to Closing have been satisfied or 8.1(c)(ivwaived (other than those conditions that by their nature are to be satisfied at the Closing), then the Company . Parent shall pay the Termination Fee as directed in writing Expense Payment by Parent as promptly as possible wire transfer of immediately available funds within three (but in any event within two Business Days3) following business days of the termination of this Agreement. (b) In the event that the Expense Payment becomes payable and if requested by the Company, Parent will provide interim financing to the Company in an amount not to exceed Five Million Dollars ($5,000,000) (the “Interim Financing”). The Interim Financing may be provided by Parent in the form of a loan or an investment in the equity of the Company upon customary terms to be mutually agreed between the Company and Parent; provided that any debt financing shall include the following terms: (i) this Agreement is terminated by Parent or Merger Sub pursuant interest rate equal to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoinedLIBOR, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement12 month term, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay subordinate to Parent, in cash at the earlier existing senior debt of the time such transaction is consummated Company, (iv) unsecured and with no negative pledges on intellectual property or other assets of the time such definitive agreement is executedCompany, (v) the Termination Feeabsence of financial or other operating covenants, and (vi) the absence of warrant or other equity security coverage. (c) Any amount Notwithstanding anything in this Agreement to the contrary, payment of the Expense Payment and, if requested, Interim Financing to the Company by Parent in accordance with this Agreement will be the sole and exclusive remedy of the Company and its Stockholders under this Agreement and will be deemed liquidated damages for any actual or purported breach of this Agreement and the other agreements contemplated hereby, and, after such payment has been made, Parent will have no further liability for any such actual or purported breach and the Company shall not seek to recover any other money damages or seek any other remedy, and all such claims are hereby waived, except that becomes payable either nothing herein will relieve any Indemnified Party from Liability for any willful breach of any representation, warranty, covenant or agreement set forth in this Agreement. The Parties agree that the Company’s actual damages would be extremely difficult or impracticable to determine in the event of termination pursuant to the provisions set forth in Section 8.2(a11.2(a)(i) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such paymentand (ii). In no event shall the The Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent acknowledges and Merger Sub acknowledges agrees that the agreements contained in this Section 8.2 11.2(c) are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered enter into this Agreement, Agreement and that any the amounts payable pursuant to this Section 8.2 hereunder do not constitute a penalty. If the Company fails . (d) In no event shall Parent be required to pay as directed in writing by Parent any amounts due to Parent the Expense Payment or Merger Sub pursuant to Interim Financing on more than one occasion, whether or not the Expense Payment or Interim Financing may be payable under more than one provision of this Section 8.2 within the time periods specified in this Section 8.2Agreement, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentsame or at different times.

Termination Fee. (ai) In the event that If this Agreement is terminated by the Parent or Merger Sub pursuant to 8.1(c)(iiSection 6.1(c)(i) or 8.1(c)(iv(iii) or, at the time of the termination of this Agreement, the Parent had the right to so terminate, and within 12 months after such termination the Company executes a definitive agreement to implement a Takeover Proposal (whether or not such Takeover Proposal triggered the termination right), then the Company shall pay to the Parent Termination Fee as directed in writing by Parent as promptly as possible an amount equal to $9 million (but in any event the "Termination Fee") within two (2) Business Days) following termination Days after the execution of this Agreementsuch definitive agreement. (bii) In the event that (i) If this Agreement is terminated by the Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) 6.1(c)(ii), or, at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement Agreement, the commencementParent had the right to so terminate, submission or making then within two (2) Business Days after any of an Acquisition Proposal the conditions set forth in Section 6.1(c)(ii) are satisfied, the Company shall have been disclosed or announced either publicly or pay to the Company; and Parent the Termination Fee. (iii) within one year after If this Agreement is terminated by the date Parent pursuant to Section 6.1(c)(iv), or at the time of the termination of this Agreement, the Parent had the right to so terminate, then within two (2) Business Days after such termination, the Company shall pay to the Parent the Termination Fee; provided, however, that the Company shall not be obligated to pay the Parent the Termination Fee pursuant to this Section 7.1(b)(iii) in the event that (y) the actions of Board of Directors of the Company that gave rise to the Parent's right to terminate under Section 6.1(c)(iv) were the result of the occurrence of an Acquisition Proposal event which had, or was reasonably expected to have, a Material Adverse Effect on the Parent or had caused, or was reasonably expected to cause, the Parent to suffer a Material Adverse Change and (z) the Board of Directors of the Company made a good faith determination, based upon the advice of its legal counsel as to legal matters, that such actions were necessary in order to comply with its fiduciary duties to the Company stockholders under applicable law. (iv) If this Agreement is consummated or a definitive agreement contemplating an Acquisition Proposal is executedterminated by the Company pursuant to Section 6.1(d), then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, Parent the Termination FeeFee prior to such termination as provided in Section 6.1(d). (cv) Any amount that becomes payable If following a Takeover Proposal, this Agreement is terminated by either the Parent or the Company pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive 6.1(e), and within 12 months after such payment. In no event shall termination the Company executes with a third party a definitive agreement to implement a Takeover Proposal, then the Company shall pay to the Parent the Termination Fee within two (2) Business Days after the execution of such agreement. (vi) If following a Takeover Proposal, this Agreement is terminated by the Company pursuant to Section 6.1(f), and within 12 months after such termination the Company executes with a third party a definitive agreement to implement a Takeover Proposal, then the Company shall pay to the Parent the Termination Fee within two (2) Business Days after the execution of such agreement. (vii) For purposes of this Section 7.1(b), whenever the Company shall be obligated to pay more than one (1) the Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred Parent by Parent or Merger Sub, as applicable, in connection with any action, including wire transfer to an account specified by the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentParent.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the The Company shall pay to CGAC the Termination Fee as directed in writing by Parent as promptly as possible if: (but in any event within two Business Daysi) following termination of the Company terminates this AgreementAgreement pursuant to Section 10.1(d); or (ii) CGAC terminates this Agreement pursuant to Section 10.1(e). (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Any Termination Fee due under Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b10.3(a) shall be paid by wire transfer of immediately available funds to an account designated by Parent CGAC (A) in the case of clause (i) above, prior to receive or substantially concurrently with such paymenttermination, and (B) in the case of clause (ii) above, no later than two (2) Business Days after the date of such termination. In no event shall the Company be obligated to pay the Termination Fee on more than one (1) Termination Feeoccasion. (dc) Each of the Company, Parent The parties acknowledge and Merger Sub acknowledges agree that the agreements contained in this Section 8.2 10.3 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent and Merger Sub agreements, the parties would not have entered enter into this Agreement; accordingly, and that if the Company fails to timely pay any amounts payable amount due pursuant to this Section 8.2 do not constitute 10.3, and, in order to obtain payment, CGAC commences any action, suit or proceeding which results in a penalty. If judgment against the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2Company, the Company shall pay the CGAC its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented fees of outside legal fees and expensescounsel) incurred by Parent or Merger Sub, as applicable, in connection with any such action, including suit or proceeding. The parties hereto agree that (except in the filing event of any lawsuitintentional fraud and except for CGAC’s rights under Section 11.15), taken upon termination of this Agreement under circumstances that entitle CGAC to collect the Termination Fee, the payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period Termination Fee shall be the sole and exclusive remedy available to the CGAC Related Parties against the Company Related Parties for all losses suffered as published in The Wall Street Journal, calculated on a daily basis from result of the date such amounts were required failure of the transactions contemplated by this Agreement to be paid until consummated or for a breach or failure to perform hereunder or otherwise, and, upon payment of the date Termination Fee in such circumstances, (except in the event of actual paymentintentional fraud and except for CGAC’s rights under Section 11.15) the Company Related Parties shall have no further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined8.1(d)(ii), provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or then, prior to the time of the termination of this Agreement the commencementor concurrently with, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or and as a condition to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay or cause to Parent, be paid to Parent (or its designees) an amount in cash at equal to $113,000,000 (the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the “Termination Fee. (c”) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. (b) In the event that this Agreement is terminated by Parent pursuant to receive Section 8.1(c)(ii) or Section 8.1(c)(iii), then the Company shall promptly, but in no event later than two (2) Business Days after the date of such paymenttermination, pay or cause to be paid to Parent (or its designees) the Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent. (c) In the event that this Agreement is terminated: (i) by Parent or the Company pursuant to Section 8.1(b)(i) or Section 8.1(c)(i) and an Acquisition Proposal was publicly proposed or announced by any Person after the date of this Agreement and prior to such termination; or (ii) by Parent or the Company pursuant to Section 8.1(b)(iii) and an Acquisition Proposal was publicly proposed or announced by any Person after the date of this Agreement and prior to such termination; and (iii) in any such event, (A) the Company enters into a definitive agreement with respect to any Acquisition Proposal within 12 months after such termination of this Agreement or (B) the Company consummates any Acquisition Proposal within 12 months after the termination of this Agreement, then, on the date of entering into such definitive agreement (in the case of Clause (A)), or consummating such Acquisition Proposal (in the case of Clause (B)), the Company shall pay or cause to be paid to Parent (or its designees) the Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent. In For purposes of this Section 8.3(c), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%.” (d) The parties agree and understand that in no event shall the Company be obligated required to pay the Termination Fee on more than one (1) occasion. Notwithstanding anything to the contrary in this Agreement, if Parent receives the Termination Fee. (d) Each Fee from the Company pursuant to this Section 8.3, such payment shall be the sole and exclusive remedy of Parent and Merger Sub against the Company and its Subsidiaries and their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives and none of the Company, any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that the foregoing shall not relieve the Company from liability to Parent for any Willful and Material Breach of this Agreement by the Company. In addition, notwithstanding anything to the contrary in this Agreement, if Parent or Merger Sub acknowledges receives any payments from the Company in respect of any breach of this Agreement, and thereafter Parent receives the Termination Fee under this Section 8.3, the amount of such Termination Fee shall be reduced by the aggregate amount of any payments made by the Company to Parent or Merger Sub in respect of any such breaches of this Agreement. The parties acknowledge that the agreements contained in this Section 8.2 8.3 are an integral part of the transactions contemplated by this Agreementhereby, that and that, without these agreements Parent and Merger Sub agreements, the parties would not have entered enter into this Agreement, and that any amounts payable pursuant to this Section 8.2 8.3 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent when due any amounts due to Parent or Merger Sub amount payable pursuant to this Section 8.2 within the time periods specified in this Section 8.28.3, then (i) the Company shall pay the will reimburse Parent for all reasonable costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, action taken to collect such payment and in connection with the enforcement by Parent of such amountsits rights under Section 8.3, together with and (ii) the Company will pay to Parent interest on the overdue amount (for the period commencing as of the date such unpaid amounts overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent in full) at a rate per annum equal to the “prime lending rate prevailing during such period rate” (as published in The Wall Street Journal, calculated ) in effect on a daily basis from the date such amounts were overdue amount was originally required to be paid until the date of actual paymentpaid.

Termination Fee. (a) In the event that (i) Company terminates this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(iiSection 7.1(i), (ii) Parent terminates this Agreement pursuant to Section 7.1 (g) or 8.1(c)(iv)Parent terminates this Agreement as a result of the Company's willful and material breach of Section 4.2, then the Company shall pay Parent an amount equal to $30,000,000 (the Termination Fee as directed in writing "TERMINATION FEE") by Parent as promptly as possible (but in any event within two Business Days) following termination wire transfer of this Agreementimmediately available funds upon the occurrence of such event. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company Stockholder Approval is not in breach of its obligations hereunder) or 8.1(c)(i); received, (ii) at prior to the Company Stockholders' Meeting there shall have been a Takeover Proposal made (whether or not such Takeover Proposal shall have been rejected or shall have been withdrawn prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; Company Stockholders' Meeting) and (iii) within one year after twelve (12) months from the date of termination of this Agreement, the Company shall have entered into an Acquisition agreement for, and within twenty-four (24) months from such termination shall have consummated, a transaction that would constitute a Takeover Proposal is consummated (whether or a definitive agreement contemplating an Acquisition Proposal is executed, not with the party that made the initial Takeover Proposal) then the Company shall pay Parent an amount equal to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid Fee by wire transfer of immediately available funds to an account designated by Parent to receive funds, payable upon consummation of such payment. In no event shall the Company be obligated to pay more than one (1) Termination Feetransaction. (dc) Each of the Company, Parent and Merger Sub acknowledges The parties agree that the agreements contained in this Section 8.2 7.5 are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to promptly pay as directed in writing by to Parent any amounts fee due to Parent or Merger Sub pursuant to under this Section 8.2 within the time periods specified in this Section 8.27.5, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuitlawsuit or other legal action, taken to collect payment of such amountspayment, together with interest on such the amount of any unpaid amounts fee at the publicly announced prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis of Bank of America from the date such amounts were required fee was first due. (d) The payment by the Company of the Termination Fee pursuant to this Section 7.5 shall be paid until Parent's and Sub's exclusive remedy against the date Company for termination under Section 7.1 (g) other than for a willful breach by the Company of actual paymentSection 4.2.

Termination Fee. (a) In CNB Financial shall pay to United Financial Bancorp a fee of $1,227,000 (the event that “Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by Parent or Merger Sub United Financial Bancorp pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 7.1(f), then the Company CNB Financial shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) on the second business day following termination of this Agreement.such termination; or (bii) In the event that (i) if this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b(A) (other than termination either party pursuant to Section 8.1(b7.1(b) or (B) by United Financial Bancorp pursuant to Section 7.1(e) because of CNB Financial’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in any such case an Acquisition Proposal with respect to CNB Financial shall have been publicly announced or otherwise communicated or made known to CNB Financial’s Board of Directors (or any person shall have publicly announced, communicated or made known an intention to make an Acquisition Proposal) at any time after the time consummation date of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at this Agreement and on or prior to the time date of the termination Shareholders Meeting, in the case of this Agreement the commencementclause (A), submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination, in the case of clause (B), then CNB Financial shall pay (x) one third of the Fee to United Financial Bancorp on the second business day following such termination of this Agreementand (y) if within 12 months after such termination CNB Financial enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executedProposal, then the Company CNB Financial shall pay to Parent, in cash at the earlier remainder of the time Fee on the date of such transaction is consummated execution or the time such definitive agreement is executed, the Termination Feeconsummation. (cb) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b7.2(a) shall be paid by wire transfer of immediately available funds to an account designated by Parent United Financial Bancorp in writing to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination FeeCNB Financial. (dc) Each of the Company, Parent and Merger Sub CNB Financial acknowledges that the agreements agreement contained in this Section 8.2 are 7.2(a) is an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub such agreement by CNB Financial, United Financial Bancorp would not have entered into this Agreement, Agreement and that any such amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company CNB Financial fails to pay as directed in writing by Parent any the amounts due to Parent or Merger Sub pursuant to this under Section 8.2 within 7.2(a) with the time periods specified in this Section 8.2specified, the Company CNB Financial shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, United Financial Bancorp in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment. (d) Notwithstanding anything to the contrary contained herein, CNB Financial shall be obligated, subject to the terms of this Section 7.2, to pay only one Fee.

Termination Fee. (a) In the event that that: (i) an Acquisition Proposal shall have been communicated to or otherwise made known to the shareholders, senior management or board of directors of Company, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Parent or Merger Sub Company pursuant to 8.1(c)(iiSections 8.1(b) (if the Requisite Shareholder Approval has not theretofore been obtained), (B) by Parent pursuant to Section 8.1(e) or 8.1(c)(iv(C) by Parent pursuant to Section 8.1(g), and (iii) prior to the date that is fifteen (15) months after the date of such termination Company consummates an Alternative Transaction or enters into any letter of intent or acquisition agreement or other similar agreement related to an Alternative Transaction, then the Company shall on the earlier of the date an Alternative Transaction is consummated or any such letter executed or agreement entered into, as applicable, pay Parent a fee equal to $2,600,000 (the “Company Termination Fee as directed in writing Fee”) by Parent as promptly as possible (but in any event within two Business Days) following termination wire transfer of this Agreementimmediately available funds. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined8.1(f), provided then Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencementshall, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after on the date of termination of this Agreementtermination, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then pay Parent the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid Fee by wire transfer of immediately available funds funds. (c) In the event this Agreement is terminated by Company pursuant to an account designated by Section 8.1(h), then Parent shall, on the date of such termination, pay Company a fee equal to receive such payment. In no event shall $2,600,000 (the Company be obligated to pay more than one (1) “Parent Termination Fee”) by wire transfer of immediately available funds. (d) In event that the Company Termination Fee or the Parent Termination Fee is payable under this Section 8.3, the paying party shall also reimburse the non-paying party for all of its out-of-pocket fees and expenses incurred in connection with this Agreement and the transactions contemplated herein, including fees and expenses of accountants, financial advisors and attorneys, and costs and expenses otherwise allocated to the non-paying party pursuant to Section 9.2. (e) Each of the Company, Company and Parent and Merger Sub acknowledges acknowledge that the agreements contained in this Section 8.2 8.3 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent and Merger Sub agreements, the other party would not have entered enter into this Agreement; accordingly, and that if either Company or Parent fails promptly to pay any amounts payable due pursuant to this Section 8.2 do not constitute 8.3, and, in order to obtain such payment, Parent commences a penalty. If suit that results in a judgment against the Company fails to pay as directed in writing by Parent any non-paying party for amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified set forth in this Section 8.28.3, the Company non-paying party shall pay the to other party its costs and expenses (including reasonable legal attorneys’ fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid the amounts set forth in this Section 8.3 from the date of termination of this Agreement at a rate per annum equal to the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated Journal on a daily basis from the date such amounts were payment was required to be paid until the date of actual paymentmade plus 300 basis points.

Termination Fee. (a) In Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement, the event that Offer, the Merger and the other transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreementconsummated. (b) In the event that that: (i) this Agreement is terminated pursuant to Section 8.1(c); (ii) this Agreement is terminated pursuant to Section 8.1(f); or (iii) (A) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination the Company pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder8.1(e) or 8.1(c)(i(g); , (iiB) after the date hereof and at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed publicly made, commenced, submitted or announced either publicly or to the Company; and not withdrawn, and (iiiC) the Company consummates an Acquisition Proposal within one year twelve (12) months after such termination or the date Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is thereafter consummated (provided that, for purposes of this Section 8.3(b)(iii), all percentages in the definition of Acquisition Proposal shall be replaced with fifty percent (50%)); then the Company shall pay Parent a fee in an amount equal to $4,500,000 (the “Company Termination Fee”) by wire transfer of same-day funds (x) in the case of Section 8.3(b)(i), within three (3) business days after such termination, (y) in the case of Section 8.3(b)(ii), substantially concurrently with termination of this AgreementAgreement (or no later than the next business day if such termination occurs on a day that is not a business day), an and (z) in the case of Section 8.3(b)(iii), within three (3) business days after consummation of the transactions contemplated by such Acquisition Proposal is consummated Proposal. In the event that Parent shall receive full payment pursuant to this Section 8.3(b), the receipt of the Company Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Purchaser, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Purchaser, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement (other than equitable relief to require payment of the Company Termination Fee), any of the transactions contemplated hereby or any matters forming the basis for such termination; provided that if the Company fails to pay the Company Termination Fee and Parent and/or Purchaser commences a definitive agreement contemplating an Acquisition Proposal is executedsuit which results in a final, non-appealable judgment against the Company for the Company Termination Fee or any portion thereof, then the Company shall pay to ParentParent and Purchaser their costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest on the Company Termination Fee at the “prime rate” as published in The Wall Street Journal, Eastern Edition, in cash at effect on the earlier date such payment was required to be made through the date of payment (calculated daily on the time basis of a year of 365 days and the actual number of days elapsed, without compounding). For the avoidance of doubt, any payment made by the Company under this Section 8.3(b) shall be payable only once with respect to this Section 8.3(b) and not in duplication even though such transaction is consummated payment may be payable under one or the time such definitive agreement is executed, the Termination Feemore provisions hereof. (c) Any amount The Company acknowledges and agrees that becomes payable either pursuant to Section 8.2(a8.3(b) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are is an integral part of the transactions contemplated by this Agreement, that and that, without these agreements such provision, Parent and Merger Sub Purchaser would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

Termination Fee. (a) In the event that that: (1) Parent terminates this Agreement pursuant to Section 9.01(d) or Section 9.01(h) or (2) the Company terminates this Agreement pursuant to Section 9.01(i), the Company shall pay to Parent, by wire transfer of immediately available funds, $7,500,000 in cash (the “Termination Fee”) within three (3) Business Days after such termination, in the case of a termination by Parent, and immediately prior to or concurrently with, and as a condition to, such termination, in the case of a termination by the Company. (b) If (1) this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(iiSection 9.01(c), (2) after the date of this Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced or 8.1(c)(iv)shall have been otherwise communicated to the Company Board and (3) neither Parent nor Purchaser is in material breach of its agreements or representations and warranties contained in this Agreement pursuant to which the Company would have had the right to terminate this Agreement, then the Company shall pay to Parent in immediately available funds the Termination Fee as directed reasonable and documented out-of-pocket expenses and fees (including the reasonable and documented fees and expenses of counsel, accountants, experts and consultants to Parent and Purchaser, all filing fees and all printing and advertising costs) actually incurred or accrued by Purchaser and Parent in writing by Parent as promptly as possible connection with the evaluation of the Transactions, negotiation, preparation, execution and performance of this Agreement and related agreements, the consummation of the Transactions and related matters, which in no event shall exceed an aggregate amount equal to $4,500,000 (but “Expenses”). Payment of the Expenses shall be made not later than three (3) Business Days after delivery to the Company of notice of demand for payment setting forth in reasonable detail all such Expenses. If, following the occurrence of the events described in clauses (1) and (2) in the immediately preceding sentence and the nonoccurrence of the events described in clause (3) in the immediately preceding sentence, the Company consummates any event Acquisition Proposal (for purposes of this sentence, the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.01, except that each reference to “ten percent (10%)” in the definition of Acquisition Proposal shall be deemed to be a reference to “a majority”) within two Business Daysnine (9) months following the date of the termination of this Agreement, then the Company shall pay to Parent in immediately available funds the Termination Fee (minus any amount of Expenses previously reimbursed by the Company to Parent and Purchaser) prior to or concurrently with the consummation of such Acquisition Proposal. (bc) In the event that If (i1) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination the Company pursuant to Section 8.1(b9.01(f), (2) at after the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination date of this Agreement the commencementand prior to such termination, submission or making of an Acquisition Proposal shall have been disclosed publicly announced or announced either publicly or shall have been otherwise communicated to the Company; Company Board, (3) neither Parent nor Purchaser is in material breach of its agreements or representations and warranties contained in this Agreement pursuant to which the Company would have had the right to terminate this Agreement, and (iii4) the Company consummates an Acquisition Proposal within one year after nine (9) months following the date of the termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, Parent in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds the Termination Fee prior to an account designated by Parent or concurrently with the consummation of such Acquisition Proposal. For purposes of this Section 9.03(c), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.01, except that each reference to receive such payment. In no event “ten percent (10%)” in the definition of Acquisition Proposal shall the Company be obligated deemed to pay more than one (1) Termination Feebe a reference to “a majority”. (d) Each of the Company, Parent and Merger Sub acknowledges The Parties acknowledge that the agreements contained in Termination Fee and this Section 8.2 9.03 are an integral part of the transactions contemplated by this AgreementTransactions and that, that without these agreements Parent and Merger Sub agreements, the Parties would not have entered enter into this Agreement, and . In the event that any amounts payable Parent shall receive a Termination Fee pursuant to this Section 8.2 do not constitute 9.03(a) (other than as a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub result of a termination pursuant to this Section 8.2 within the time periods specified in this 9.01(d)) or Section 8.29.03(c), the Company receipt of such Termination Fee shall pay the costs be deemed to be liquidated damages for any and expenses (including reasonable legal fees and expenses) all losses or damages suffered or incurred by Parent or Merger Sub, as applicable, Purchaser in connection with any actionmatter forming the basis for such termination, including and neither Parent nor Purchaser shall be entitled to bring or maintain any other claim, action or proceeding against the filing Company arising out of any lawsuitmatters forming the basis for such termination, taken to collect payment in each case, other than in the event of such amounts(1) a knowing material breach of any of its representations and warranties in this Agreement or (2) a deliberate material breach of any covenant of this Agreement, together with interest on such unpaid amounts at the prime lending rate prevailing during such period in each case as published defined in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentSection 9.02.

Termination Fee. (a) In the event that that: (i) This Agreement is terminated by the Company pursuant to Section 8.1(e); or (ii) (A) the Company has knowledge of a Company Takeover Proposal, (B) a Company Takeover Proposal shall have been made directly to holders of Company Common Stock or (C) any Person has announced an intention (whether or not conditional) to make a Company Takeover Proposal, and thereafter this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(iiSection 8.1(d)(ii), or Section 8.1(f), and within twelve (12) months of such termination the Company either enters into an Acquisition Agreement or consummates a Company Takeover Proposal involving the Person who made the Company Takeover Proposal; then in the case of (i) or 8.1(c)(iv)(ii) above, then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (promptly, but in any no event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other later than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreementthe earliest such event, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to ParentParent a fee equal to (A) One Million Five Hundred Thousand Dollars ($1,500,000) plus (B) all reasonable, documented out-of-pocket Parent expenses relating hereto up to, but not to exceed, Seven Hundred Fifty Thousand Dollars ($750,000) in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executedaggregate ((A) and (B) collectively, the “Termination Fee. (c) Any amount that becomes ”), payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Feesame day funds. (diii) Each of the Company, Parent and Merger Sub The Company acknowledges that the agreements contained in this Section 8.2 8.3(b) are an integral part of the transactions contemplated by this AgreementTransactions, that and that, without these agreements agreements, Parent and Merger Sub would not have entered enter into this Agreement. Accordingly, and that any amounts payable if the Company fails promptly to make a payment due pursuant to this Section 8.2 do not constitute a penalty. If the Company fails 8.3(b), and, in order to pay as directed in writing by Parent any amounts due to obtain such payment, Parent or Merger Sub pursuant to this Section 8.2 within commences a suit that results in a judgment against the time periods specified in this Section 8.2Company, the Company shall pay the to Parent and Merger Sub their reasonable costs and expenses (including reasonable legal attorneys’ fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts the amount set forth in this Section 8.3(b) at the prime lending rate prevailing during such period as published of Wachovia Bank, N.A. in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until the date of actual paymentmade. (iv) In no event shall more than one Termination Fee be payable hereunder.

Termination Fee. The Company shall pay Parent a termination fee of $2,000,000 (athe “Termination Fee”) In in immediately available funds in the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(iisolely as follows: (i) or 8.1(c)(iv), then if the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) terminate this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i7.1(e); (ii) at or prior to the time of the termination of if Parent shall terminate this Agreement the commencement, submission pursuant to Section 7.1(d); or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year if (A) Parent shall terminate this Agreement pursuant to Section 7.1(f), or either party shall terminate this Agreement pursuant to Section 7.1(b) or 7.1(i)(1), and, at any time after the date of this Agreement and before the termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then with respect to the Company shall pay have been publicly made, proposed or communicated and not bona fide withdrawn and (B) within twelve (12) months following the termination of this Agreement, the Company consummates such Acquisition Proposal or enters into a binding agreement with respect to Parentsuch Acquisition Proposal which is subsequently consummated; provided, however, in cash at the earlier event that Parent is entitled to reimbursement of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either its Expenses pursuant to Section 8.2(a7.2(b)(i) as a result of a termination under Section 7.1(f) or 7.1(i)(1), the amount of any such reimbursement that has been paid to Parent shall be subtracted from the amount of the Termination Fee due and owing (such that the maximum amount payable by the Company in the event of a termination under Section 8.2(b7.1(f) or 7.1(i)(1) shall be paid by wire transfer of immediately available funds $2,000,000). Any Termination Fee payable under this provision shall be payable as liquidated damages to an account designated by compensate Parent to receive such payment. In no event shall for the Company be obligated to pay more than one (1) Termination Fee. (d) Each of damages Parent will suffer if this Agreement is terminated under the Company, Parent and Merger Sub acknowledges that the agreements contained circumstances set forth in this Section 8.2 are an integral part of 7.2(d), which damages cannot be determined with reasonable certainty. It is specifically agreed that the transactions contemplated by this Agreement, that without these agreements Parent Termination Fee represents liquidated damages and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

Termination Fee. (ai) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(g), then the Company shall pay Parent, prior to or concurrently with such termination, the Termination Fee. (ii) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 7.1(e), then the Company shall pay Parent the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two three Business Days) following termination Days of this Agreementsuch termination. (biii) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination the Company pursuant to Section 8.1(b7.1(b) at (or by Parent pursuant to Section 7.1(b) in the time consummation of event the Offer is enjoined, provided Company is not in breach of its obligations hereunderprohibited from terminating this Agreement pursuant to such Section 7.1(b)) or 8.1(c)(i); and (iiA) at or an Acquisition Proposal had been publicly announced prior to the time occurrence of the termination of this Agreement events giving rise to the commencement, submission or making of an right to terminate pursuant to such section and which Acquisition Proposal shall not have been disclosed or announced either publicly or to the Company; withdrawn and (iiiB) within one year after six months of such termination the date of termination of this Agreement, an Company consummates a transaction with respect to such Acquisition Proposal is consummated or a definitive agreement contemplating an the transactions contemplated by such Acquisition Proposal is executedare consummated, then the Company shall pay to Parent, in cash at concurrently with the earlier consummation of the time such transaction is consummated or the time such definitive agreement is executedAcquisition Proposal, the Termination Fee. (civ) Any amount In the event that becomes payable this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a7.1(d) or Section 8.2(band (A) an Acquisition Proposal had been publicly announced prior to the occurrence of the events giving rise to the right to terminate pursuant to such section and which Acquisition Proposal shall be paid by wire transfer not have been withdrawn and (B) within six months of immediately available funds to an account designated by Parent to receive such payment. In no event shall termination the Company be obligated consummates a transaction with respect to such Acquisition Proposal or the transactions contemplated by such Acquisition Proposal are consummated, then the Company shall pay more than one (1) Parent, concurrently with the consummation of such Acquisition Proposal, the Termination Fee. (dv) Each In the event that this Agreement is terminated pursuant to Section 7.1(a), Section 7.1(b), Section 7.1(c), Section 7.1(d), Section 7.1(h), Section 7.1(i), Section 7.1(j) or otherwise by either Parent or the Company and, pursuant to the terms of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated 7.2 no Termination Fee is payable by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant as a result of such termination, then Parent shall pay to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment Reverse Termination Fee within three Business Days of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymenttermination.

Termination Fee. (a) In the event that If PLMT terminates this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(iiSection 9.1(f) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement, then PLMT shall pay to Parent the sum of $7.5 million (the “Termination Fee”) by wire transfer of immediately available funds within five (5) business days of such termination. (b) In the event that If (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated with respect to PLMT shall have been communicated to or a definitive agreement contemplating otherwise made known to the shareholders or board of directors of PLMT, or any Person shall have publicly announced an intention to make an Acquisition Proposal with respect to the PLMT, and such Acquisition Proposal shall not have been withdrawn, (ii) Parent terminates this Agreement pursuant to Section 9.1(e) of this Agreement, or either Party terminates this Agreement pursuant to Section 9.1(c)(ii) of this Agreement, and (iii) within 12 months of such termination an Acquisition Transaction is executedconsummated, then the Company PLMT shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, Parent the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid Fee by wire transfer of immediately available funds to an account designated by Parent to receive within five (5) business days of the consummation of such payment. In no event shall the Company be obligated to pay more than one (1) Termination FeeAcquisition Transaction. (dc) Each of the Company, Parent and Merger Sub acknowledges The Parties acknowledge that the agreements contained in this Section 8.2 Article 9 are an integral part of the transactions contemplated by this Agreement, and that without these agreements Parent and Merger Sub agreements, they would not have entered enter into this Agreement; accordingly, and that if PLMT fails to pay promptly any amounts fee payable by it pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to 9.3, then PLMT shall pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the its reasonable costs and expenses (including reasonable legal fees and expensesattorneys’ fees) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of collecting such amountsTermination Fee, together with interest on such unpaid amounts the amount of the fee at the prime lending annual rate prevailing during such period of interest (as published in The Wall Street Journal, calculated on a daily basis ) plus 2% as the same is in effect from time to time from the date such amounts were required to be paid payment was due under this Agreement until the date of actual payment.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 6.1(c)(ii), then or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the Company basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee as directed within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in writing principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by Parent as promptly as possible (but in any event within two Business Days) following termination wire transfer of this Agreementimmediately available funds. (b) In the event that (i) West shall terminate this Agreement pursuant to Section 6.1(e)(ii), Raindance shall pay to West the Termination Fee within five business days after the date this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoinedterminated, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds funds. (c) In the event that Raindance shall terminate this Agreement pursuant to an account designated Section 6.1(f), then Raindance shall pay West the Termination Fee on the date this Agreement is terminated, by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Feewire transfer of immediately available funds. (d) Each of the Company, Parent and Merger Sub Raindance hereby acknowledges that the agreements contained in this Section 8.2 7.4 are an integral part of the transactions contemplated by this AgreementAgreement and that, that without these agreements Parent and Merger Sub agreements, West would not have entered enter into this Agreement, and . In the event that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company Raindance fails to pay as directed in writing by Parent when due any amounts due to Parent or Merger Sub pursuant to amount payable under this Section 8.2 within the time periods specified in this Section 8.27.4, the Company then (i) Raindance shall pay the reimburse West for all costs and expenses (including disbursements and reasonable legal fees and expensesof counsel) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment collection of such amountsoverdue amount, together with and (ii) Raindance shall pay to West interest on such unpaid amounts at overdue amount (for the prime lending rate prevailing during such period commencing as published in The Wall Street Journal, calculated on a daily basis from of the date such amounts were overdue amount was originally required to be paid until and ending on the date of actual paymentsuch overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.

Termination Fee. (a) In Seller will pay Buyer a fee (the event that "Termination Fee") as follows: (i) $20,000,000, if (i) Buyer terminates this Agreement pursuant to Section 8.1(f) or (ii) this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 8.1(g), then in each case payable within three (3) Business Days of such termination. (ii) $20,000,000, if, after an Acquisition Proposal has been made or an Acquisition Event has occurred, this Agreement is terminated (other than as a Sell- Side Termination (as defined below)), and within one year after such termination an Acquisition Transaction (as defined below) occurs, as long as such Acquisition Transaction has the effect of transferring, directly or indirectly, a material portion of, any of the Business, the aggregate assets of the Companies and the Company Subsidiaries, or the Shares, which fee shall be payable immediately upon such occurrence. (iii) $5,000,000, if no Acquisition Proposal has been made and no Acquisition Event has occurred prior to this Agreement being terminated, this Agreement is terminated (other than as a Sell-Side Termination) and within one year after such termination, in each case, an Acquisition Transaction occurs, as long as such Acquisition Transaction has the effect of transferring, directly or indirectly, a material portion of, any of the Business, the aggregate assets of the Companies and the Company Subsidiaries, or the Shares, which fee shall be payable immediately upon such occurrence. It is understood that Seller shall not be required to pay the Termination Fee as directed in writing by Parent as promptly as possible Buyer under more than one of Subsections 8.3(a) (but in any event within two Business Daysi), 8.3(a)(ii) following termination of this Agreementand 8.3(a)(iii). (b) In the event that (i) Seller will also reimburse Buyer for Buyer's actual out-of-pocket expenses incurred in connection with this Agreement is terminated by Parent or Merger Sub pursuant upon receipt of reasonable supporting documentation and the transactions contemplated hereby, up to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation a maximum of the Offer is enjoined$3,000,000, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the such reimbursement being due upon termination of this Agreement the commencementpursuant to Section 8.1(e). The amount of reimbursement will be credited against any fee that becomes payable pursuant to Subsections (a)(i), submission (a)(ii) or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Feea)(iii). (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer For purposes of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.28.3, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.following definitions apply:

Termination Fee. (a) In the event that If this Agreement is terminated by Parent or Merger Sub either party pursuant to 8.1(c)(iiSection 5.2(b) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) hereof (other than if such termination is due to the failure of the condition set forth in Section 1.4(b)(1)(A) or (D) to be met), if at the time of such termination the Special Meeting shall not have been held or the Required Share Issuance Vote in favor of the Share Issuance shall not have been obtained, or by the Investor pursuant to Section 8.1(b5.2(c) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executedhereof, then in such event the Company shall pay to Parentthe Investor a cash fee of $2,750,000, in cash at the earlier of the time such transaction is consummated or the time payment to be made within three (3) business days following such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid termination by wire transfer of immediately available funds to an account designated by Parent to receive such paymentthe Investor. In no event shall the The Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 5.4 are an integral part of the transactions contemplated by this AgreementAgreement and that, that without these agreements Parent and Merger Sub agreements, the Investor would not have entered into this Agreement. Accordingly, and in the event that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall fail to pay the termination fee when due, and in order to obtain such payment, the Investor commences a suit or other proceeding which results in a judgment or similar award against the Company for payment of the termination fee, then the Company shall reimburse the Investor for its costs and expenses (including reasonable legal attorneys’ fees and expensesexpenses of enforcement) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit or proceeding, together with interest on such unpaid the amounts owed at the prime lending rate prevailing during at such period time, as published in The the Wall Street Journal, calculated on a daily basis plus two percent per annum from the date such amounts were required to be paid until the date actually received by the Investor. In no event shall the Investor be entitled to recover more than one termination fee under this Section 5.4. If the Investor shall have received payment in full of actual paymentthe termination fee and any other amounts payable under this Section 5.4, such fee shall be the Investor’s sole and exclusive remedy against the Company other than for intentional breach of this Agreement. Except for any liability of the Company for intentional breach of this Agreement, upon payment in full of the termination fee and any other amounts payable as provided under this Section 5.4, none of the Company, or any of its Affiliates, stockholders, directors, officers, employees or other agents or representatives shall have any further liability or obligation to the Investor relating to or arising out of this Agreement or the transactions contemplated hereby, except under the Sections specifically referenced in Section 5.3(b).

Termination Fee. (ai) In If this Agreement is terminated by the event that Company pursuant to Section 8.1(d) at a time when Parent would be permitted to terminate this Agreement pursuant to Section 8.1(g)(ii) or by Parent pursuant to Section 8.1(g)(ii) and (A) at any time on or after the date of this Agreement and prior to such termination an Acquisition Proposal shall have been made to the Company Board of Directors or the Company or publicly announced or publicly known and, in either case, not withdrawn at the time of the Company Stockholders Meeting, and (B) within twelve (12) months after the date of such termination, (x) the Company enters into a definitive agreement providing for an Acquisition Proposal or (y) any Acquisition Proposal is consummated, then the Company shall pay Parent a fee of $150,000,000 in cash (the “Termination Fee”) within two (2) Business Days following either of the events set forth in clauses (x) or (y) above occurring. (ii) If Parent terminates this Agreement pursuant to Section 8.1(g)(i), then within two (2) Business Days after such termination, the Company shall pay to Parent the Termination Fee. (iii) If the Company terminates this Agreement pursuant to Section 8.1(j), substantially concurrently with or prior to (and as a condition to) such termination, the Company shall pay or cause to be paid to Parent the Termination Fee. (iv) If the Company or Parent terminates this Agreement pursuant to Section 8.1(e) during a time which Parent is entitled to terminate this Agreement pursuant to Section 8.1(g)(i), the Company shall pay or cause to be paid to Parent the Termination Fee. (v) If this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b8.1(d) at a time when the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunderwould be permitted to terminate this Agreement pursuant to Section 8.1(h)(ii) or 8.1(c)(i); by the Company pursuant to Section 8.1(h)(ii) and (iiA) at any time on or prior to after the time of the termination date of this Agreement the commencement, submission or making of an and prior to such termination a Parent Acquisition Proposal shall have been disclosed or announced either publicly or made to the Company; Parent Board of Directors or Parent or publicly announced or publicly known and, in either case, not withdrawn at the time of the Parent Shareholders Meeting, and (iiiB) within one year twelve (12) months after the date of termination of this Agreementsuch termination, an (x) Parent enters into a definitive agreement providing for a Parent Acquisition Proposal or (y) any Parent Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executedconsummated, then Parent shall pay the Company a fee of $300,000,000 in cash (the “Parent Termination Fee”) within two (2) Business Days following either of the events set forth in clauses (x) or (y) above occurring. (vi) If Company terminates this Agreement pursuant to Section 8.1(h)(i), then within two (2) Business Days after such termination, Parent shall pay to Parent, in cash at the earlier of Company the time such transaction is consummated or the time such definitive agreement is executed, the Parent Termination Fee. (cvii) Any amount that becomes payable either If Parent terminates this Agreement pursuant to Section 8.2(a8.1(k), substantially concurrently with or prior to (and as a condition to) such termination, Parent shall pay or cause to be paid to the Company the Parent Termination Fee. (viii) If the Company or Parent terminates this Agreement pursuant to Section 8.2(b8.1(f) during a time which the Company is entitled to terminate this Agreement pursuant to Section 8.1(h)(i), Parent shall pay or cause to be paid to the Company the Parent Termination Fee. (ix) In the event any amount is payable by the Company or Parent pursuant to the preceding clauses (i) through (viii), such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by the Party to whom such amount is owed. Such Party shall promptly provide wire transfer instructions in writing to the other Party upon request (and in any event with sufficient time to allow the other Party to pay or cause to be paid to the first Party any Termination Fee or Parent to receive such paymentTermination Fee, as applicable, payable hereunder within the time periods required by this Section 8.2(b)). In For the avoidance of doubt, in no event shall the Company or Parent be obligated to pay the Termination Fee, Parent Termination Fee, Company Expenses or Parent Expenses, as applicable, on more than one occasion. (x) Solely for purposes of Section 8.2(b)(i) and Section 8.2(b)(v), the term “Acquisition Proposal” and “Parent Acquisition Proposal” shall have the meaning assigned to such term in Annex A, except that all references to “twenty-five percent (25%)” therein shall be deemed to be references to “fifty percent (50%).” (xi) If this Agreement is terminated (i) by Parent or the Company pursuant to Section 8.1(d) at a time when all the conditions set forth in Section 7.3 have been satisfied or waived and at a time when Parent is entitled to terminate this Agreement pursuant to Section 8.1(c), (ii) by Parent pursuant to Section 8.1(c) or (iii) by Parent or the Company pursuant to Section 8.1(e) and in the case of clause (i), (ii) or (iii) a Termination Fee is not otherwise payable by the Company pursuant to this Section 8.2(b) in connection with such termination, then the Company shall promptly, but in no event later than one (1) Termination Fee. (d) Each Business Day after delivery to the Company of the Company, a notice of demand for payment for all expenses of Parent and or Merger Sub acknowledges that incurred in connection with the agreements contained in this Section 8.2 are Transactions, pay Parent an integral part of amount equal to the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable Expenses. Any amount paid pursuant to this Section 8.2 do not constitute a penalty. 8.2(b)(xi) may be deducted from any amount that is subsequently paid under Section 8.2(b)(i). (xii) If this Agreement is terminated (i) by Parent or the Company fails pursuant to pay as directed Section 8.1(d) at a time when all the conditions set forth in writing Section 7.2 have been satisfied or waived and at a time when the Company is entitled to terminate this Agreement pursuant to Section 8.1(b), (ii) by the Company pursuant to Section 8.1(b) or (iii) by the Company or Parent pursuant to Section 8.1(f) and in the case of clause (i), (ii) or (iii) a Parent Termination Fee is not otherwise payable by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses8.2(b) incurred by Parent or Merger Sub, as applicable, in connection with such termination, then Parent shall promptly, but in no event later than one (1) Business Day after delivery to Parent of a notice of demand for payment for all expenses of the Company incurred in connection with the Transactions, pay the Company an amount equal to the Company Expenses. Any amount paid pursuant to this Section 8.2(b)(xii) may be deducted from any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be amount that is subsequently paid until the date of actual paymentunder Section 8.2(b)(v).

Termination Fee. Notwithstanding any provision in this Agreement to the contrary: (a) In If (i) prior to the event that termination of this Agreement, any Alternative Proposal (substituting 80% for the 25% threshold set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to, and not withdrawn at or prior to, the Cut-Off Date, (ii) this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(iiSection 7.1(d) and (iii) concurrently with or 8.1(c)(iv)within twelve (12) months after such termination, any definitive agreement providing for such Qualifying Transaction will have been entered into with the Person or group of Persons who proposed such Qualifying Transaction that was existing at the Cut-Off Date, or any Affiliate thereof, and in any instance such Qualifying Transaction shall have been consummated, then the Company shall will pay to Parent a fee of $62,804,683 (the “Termination Fee as directed Fee”) less the amount of Parent Expenses payable pursuant to this Section 7.2, if any, in writing by Parent as promptly as possible (but in any event within two Business Days) following termination cash, substantially concurrently with the consummation of this Agreementsuch Qualifying Transaction. (b) In the event that If (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination the Company pursuant to Section 8.1(b7.1(g) and (ii) concurrently with or within twelve (12) months after such termination, any definitive agreement providing for the consummation of a Qualifying Transaction will have been entered into with the Person or group of Persons who made the Superior Proposal that was existing at the time consummation of the Offer is enjoinedsuch termination, provided Company is not or any Affiliate thereof, and in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal any instance such Qualifying Transaction shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executedconsummated, then the Company shall will pay to ParentParent a fee of: (i) $35,888,391 (less the amount of Parent Expenses, if any, paid pursuant to this Section 7.2) if such termination results from the Company’s consummation of a Qualifying Transaction that was in cash at response to an Alternative Proposal first received by the earlier Company during the Go-Shop Period or was otherwise consummated with an Excluded Party; and (ii) $62,804,683 (less the amount of Parent Expenses, if any, paid pursuant to this Section 7.2) if such termination results from the time such transaction is Company’s consummation of a Qualifying Transaction that was in response to an Alternative Proposal not received by the Company during the Go-Shop Period and that was not otherwise consummated with an Excluded Party (the amount set forth in clauses (i) or the time such definitive agreement is executed(ii) above, as applicable, the “Change of Recommendation Termination Fee”). If this Agreement is terminated pursuant to Section 7.1(d) or a Termination Fee is otherwise payable, the Company will pay within five (5) Business Days following termination as directed by Parent up to $6,000,000 in reasonable and documented out-of-pocket fees and expenses incurred by Parent and Merger Sub and their respective Affiliates and Representatives related to the transactions contemplated by this Agreement (the “Parent Expenses”). (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid In consideration of the payment by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) of the Termination Fee, the Change of Recommendation Termination Fee or the Parent Expenses, if and solely to the extent permitted by this Section 7.2, Parent and Merger Sub unconditionally and irrevocably agree to (and will cause their respective Affiliates and each of the foregoing’s respective Representatives to) not exercise, and waive, any and all claims and rights it or they may have against the Company and its direct and indirect stockholders relating to or arising out of this Agreement or the transactions contemplated hereby (and the Company’s Subsidiaries and its and their respective directors, officers, employees, stockholders and Representatives) will have no further liability to Parent or Merger Sub under this Agreement or with respect to transactions contemplated by this Agreement to Parent or its stockholders or Merger Sub, with such payment to be made substantially concurrently with the consummation of such Qualifying Transaction. Any such payment will be net of any amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax Law. (d) Each Notwithstanding any provision of this Agreement to the contrary, (i) the right of specific performance, if and solely to the extent permitted by Section 8.6, or (ii) the ability of Parent to receive the Termination Fee or the Change of Recommendation Termination Fee or the Parent Expenses from the Company, if and solely to the extent permitted by this Section 7.2, will be the sole and exclusive remedies (whether at Law, in equity, in contract, in tort or otherwise) of Parent and Merger Sub acknowledges that and any other Person against the agreements contained Company (or the Company’s Affiliates or its and their respective directors, officers, employees, stockholders and Representatives) for any breach, liability, cost, expense, loss or damage suffered as a result thereof or in connection with or related to this Section 8.2 are an integral part of Agreement or the transactions contemplated hereby, and, in the event the Termination Fee or the Change of Recommendation Termination Fee or the Parent Expenses are due and payable, if and solely to the extent permitted by this AgreementSection 7.2, that without these agreements Parent and Merger Sub would not have entered into this Agreementupon payment thereof, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails (and the Company’s Affiliates and its and their respective directors, officers, employees, stockholders and Representatives) will have no further liability or obligation to pay as directed in writing by Parent Parent, Merger Sub, their respective Affiliates or any amounts due of the foregoing’s respective directors, officers, employees, stockholders or Representatives. Notwithstanding any provision of this Agreement to the contrary, under no circumstances will Parent or Merger Sub pursuant together be permitted or entitled to this Section 8.2 within receive (A) both a grant of specific performance, on the time periods specified one hand, and the Termination Fee or the Change of Recommendation Termination Fee or the Parent Expenses, on the other hand, (B) the Change of Recommendation Termination Fee and the Termination Fee or (C) more than one Change of Recommendation Termination Fee or more than one Termination Fee. The Parties acknowledge and agree that in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by no event will Parent or Merger SubSub seek to recover any money damages other than the Termination Fee or the Change of Recommendation Termination Fee or the Parent Expenses (and such Change of Recommendation Termination Fee, as applicable, in connection with any action, including Termination Fee or Parent Expenses will be payable if and solely to the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were extent it is required to be paid until the date of actual paymentunder this Section 7.2).

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation recognition of the Offer is enjoinedefforts, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to expenses and other opportunities foregone by BFC while structuring and pursuing the time of the termination of this Agreement the commencementMerger, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company PCB shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the BFC a termination fee equal to $1,640,000 (“Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid ”), by wire transfer of immediately available funds to an account designated specified by Parent BFC in the event of any of the following: (i) in the event BFC terminates this Agreement pursuant to receive such payment. In no event Section 7.01(g), PCB shall pay BFC the Company be obligated to pay more than Termination Fee within one (1) Business Day after receipt of BFC’s notification of such termination; (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of PCB or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to PCB and (A) thereafter this Agreement is terminated (x) by either BFC or PCB pursuant to Section 7.01(c) because the Requisite PCB Shareholder Approval shall not have been obtained or (y) by BFC pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, PCB enters into any agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then PCB shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay BFC the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%,” and (iii) in the event PCB terminates this Agreement pursuant to Section 7.01(h), PCB shall pay BFC the Termination Fee within one (1) Business Day after PCB’s notification of such termination. (db) Each of the Company, Parent PCB and Merger Sub acknowledges BFC each agree that the agreements contained in this Section 8.2 7.02 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent and Merger Sub agreements, BFC would not have entered enter into this Agreement; accordingly, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company if PCB fails promptly to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to under this Section 8.2 within the time periods specified in this Section 8.27.02, the Company PCB shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of BFC (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any actionsuch suit. (c) Notwithstanding anything to the contrary set forth in this Agreement, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required Parties agree that if PCB pays or causes to be paid until to BFC the date Termination Fee in accordance with Section 7.02(a), PCB (or any successor in interest of actual paymentPCB) will not have any further obligations or liabilities to BFC with respect to this Agreement or the transactions contemplated by this Agreement.

Termination Fee. (a) A. In the event that this Agreement is terminated by Parent FPHI or Merger Sub pursuant IBKC due to 8.1(c)(ii) the intentional nonperformance of the other party’s duties and obligations required hereunder, which results in a breach of a representation, warranty, covenant or 8.1(c)(ivother agreement by such party and the subsequent failure to satisfy a condition precedent specified in ARTICLES VII and VIII, as applicable, then at such time IBKC or FPHI, as appropriate, shall pay a termination fee to the other party, in immediately available funds, in the amount of $2,000,000 (the “Termination Fee”), then the Company shall pay not later than five (5) business days following such termination of this Agreement. In order for the Termination Fee as directed to be due, the terminating party must not be in writing material breach of any representation, warranty, covenant or obligation under this Agreement. B. If IBKC is not in material breach of any representation, warranty, covenant or obligation under this Agreement, FPHI shall pay to IBKC the sum of $3,000,000 (the “FPHI Termination Fee”) if this Agreement is terminated: (i) by Parent as promptly as possible FPHI under the provisions of Section 9.01(I); (but ii) by either IBKC or FPHI under the provisions of Section 9.01(H) and at the time of any failure by FPHI shareholders to approve this Agreement and the Merger, there shall exist an Acquisition Proposal with respect to FPHI that has not been withdrawn or rejected by the FPHI Board before the FPHI Meeting; (iii) by IBKC under the provisions of Section 9.01(J); or (iv) for any reason (other than by either IBKC or FPHI pursuant to Section 9.01(B) or 9.01(C), by FPHI pursuant to Section 9.01(C), 9.01(E) or 9.01(G), or by IBKC pursuant to Section 9.01(D)), and within 12 months following such termination, and without IBKC’s prior written consent, FPHI accepts an Acquisition Proposal. For avoidance of doubt, if FPHI is obligated to pay both the Termination Fee and the FPHI Termination Fee, FPHI shall not pay to IBKC an amount in any event within two Business Daysexcess of $3,000,000. FPHI’s obligation to pay the FPHI Termination Fee pursuant to this Section 9.04(B) following shall survive the termination of this Agreement. (b) In the event that (i) this Agreement is terminated C. Any payment required by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder9.04(A) or 8.1(c)(i); (ii9.04(B) at or prior to shall become payable within two business days after receipt by the time non-terminating party of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date written notice of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

Termination Fee. (a) In the event that of termination of this Agreement is terminated by Parent or Merger Sub the Company pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 7.1(g), then the Company shall pay make payment to Parent of the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this AgreementFee. (b) In the event that of termination of this Agreement by Parent pursuant to Section 7.1(f), so long as at the time of such termination Parent is not in material breach of any representation, warranty or material covenant contained herein, the Company shall make payment to Parent of the Termination Fee. (c) If (i) this Agreement is terminated by Parent or Merger Sub either party pursuant to Sections 8.1(bSection 7.1(b) or by Parent pursuant to Section 7.1(e) if the breach giving rise to such termination was knowing or intentional and (other than ii) at the time of such termination Parent is not in material breach of any representation, warranty or material covenant contained herein and (iii) prior to the Shareholder Meeting (in the case of termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder7.1(b)) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination (in the case of this Agreementtermination pursuant to Section 7.1(e)), an Acquisition Proposal is consummated has been publicly announced, disclosed or a definitive agreement contemplating an Acquisition Proposal is executed, then communicated and not withdrawn at least two (2) Business Days before the Company Shareholder Meeting and (iv) within twelve (12) months of such termination the Company shall pay consummate or enter into any agreement with respect to Parentan Acquisition Proposal, in cash at the earlier Company shall make payment to Parent of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (cd) Any amount that becomes fee payable either pursuant to this Section 8.2(a) or Section 8.2(b) 7.2 shall be paid made by wire transfer of immediately available funds to an account designated by Parent to receive such within two (2) Business Days after notice of demand for payment. In no event shall the The Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, and Parent and Merger Sub acknowledges acknowledge that the agreements contained in this Section 8.2 7.2 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements agreements, Parent and Merger Sub would not have entered enter into this Agreement, and that any amounts . The amount payable by the Company pursuant to this Section 8.2 do 7.2 constitutes liquidated damages and not constitute a penalty. If penalty and shall be the Company fails to pay as directed sole remedy of Parent in writing by Parent any amounts due to Parent or Merger Sub pursuant to the event of termination of this Section 8.2 within Agreement on the time periods bases specified in this Section 8.2, 7.2. Nothing in this Agreement shall in any way limit the right of the Company shall pay to seek a remedy at law or in equity in the costs and expenses (including reasonable legal fees and expenses) incurred event of a breach of this Agreement by Parent MHC or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentParent.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub the Company pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 8.1(d)(ii), then prior to or substantially simultaneously with (and in no event later than the day of such termination) such termination the Company shall pay or cause to be paid to and as directed by Parent the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this AgreementFee. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined8.1(c)(ii), provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay or cause to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, be paid to and as directed by Parent the Termination FeeFee within one (1) Business Day of such termination. (c) Any amount In the event that becomes payable either this Agreement is terminated by the Company or Parent pursuant to Section 8.2(a8.1(b)(i) or by Parent pursuant to Section 8.2(b8.1(c)(i) or 8.1(c)(iii) and, (A) after the date hereof but prior to such termination, a Takeover Proposal shall have been publicly disclosed and (B) within twelve (12) months of the date this Agreement is terminated, the Company enters into a definitive agreement that provides for a Takeover Proposal or a Takeover Proposal is consummated (provided that for purposes of clause (B) of this Section 8.3(c), the references to “20%” and “80%” in the definition of Takeover Proposal shall be paid by wire transfer of immediately available funds deemed to an account designated by Parent be references to receive such payment. In no event shall “50%”), then, the Company shall pay or cause to be obligated to pay more than one (1) paid to, and as directed by, Parent the Termination FeeFee on the date that is the earlier of the Company entering into such definitive agreement or consummating such Takeover Proposal. (d) Each In the event that this Agreement is terminated (i) by Parent pursuant to Section 8.1(c)(iii) or (ii) by Parent or the Company pursuant to Section 8.1(b)(i) and the Minimum Condition has not been satisfied prior to such termination pursuant to Section 8.1(b)(i), then, in each case, the Company shall pay to, and as directed by, Parent, all of the Company, Expenses of Parent and Merger Sub acknowledges that Sub. As used herein, “Expenses” shall mean all out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors and investment bankers to a party hereto and its Affiliates), up to $1,000,000 in the agreements contained aggregate, incurred by a party hereto or on its behalf in this Section 8.2 are an integral part connection with or related to the authorization, preparation, negotiation, execution, and performance of the transactions contemplated by this Agreement, that without these agreements Parent the filing of any required notices under applicable Laws or other regulations and Merger Sub would not have entered into all other matters related to the Transactions, including the Merger. Any amounts paid pursuant to this Agreement, and that Section 8.3(d) shall be credited towards any amounts Termination Fee subsequently payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment8.3.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 4.2(g), then the Company Seller shall pay to Parent a termination fee of $4.23 million in cash (the "Termination Fee as directed Fee"). In addition, Seller shall pay to Parent all of the expenses of Parent, including all out-of-pocket fees and expenses (including all reasonable fees and expenses of counsel, accountants, financial advisors and investment bankers to a party hereto and its Affiliates), up to $1.0 million in writing the aggregate, incurred by Parent as promptly as possible (but in any event within two Business Days) following termination connection with or related to the legal, financial and regulatory diligence of Seller and the authorization, preparation, negotiation, execution and performance of this Agreement, the preparation, printing, filing and mailing of the Joint Proxy Statement and the Form S-4 and the prospectus contained therein, the filing of any required notices under applicable Antitrust Laws or other regulations and all other matters related to the transactions contemplated by this Agreement (the "Expenses"). Such Expenses shall include, without limitation, fees and related charges of accountants and consultants. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant Any payment required to Sections 8.1(b) (other than termination be made pursuant to Section 8.1(b4.5(a) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior shall be made to the time of the Parent promptly following termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either by Parent pursuant to Section 8.2(a4.2(g) or (and in any event not later than two Business Days after delivery to Seller of notice of demand for payment); and, with regard to Expenses payable pursuant to Section 8.2(b4.5(a) above, such payment shall be paid made to Parent not later than two Business Days after delivery to Seller of an itemization setting forth in reasonable detail all such Expenses of Parent (which itemization may be supplemented and updated from time to time by such party until the 60th day after such party delivers such notice of demand for payment). All such payments shall be made by wire transfer of immediately available funds to an account to be designated by Parent Parent. (c) In the event that Seller shall fail to receive pay the Termination Fee and/or Expenses required pursuant to this Section 4.5 when due, such paymentfee and/or Expenses, as the case may be, shall accrue interest for the period commencing on the date such Termination Fee and/or Expenses, as the case may be, became due, at a rate equal to the rate of interest publicly announced by Citibank, in the City of New York, from time to time during such period, as such bank's Prime Lending Rate, plus 2%. In no event addition, if Seller shall the Company be obligated fail to pay more than one such fee and/or Expenses, as the case may be, when due, Seller shall also pay to Parent all of Parent's costs and expenses (1including attorneys' fees and related charges) in connection with efforts to collect such Termination Fee and/or Expenses, as the case may be. Seller acknowledges that the Termination Fee, Expense and the other provisions of this Section 4.5 are an integral part of this Agreement and that, without these agreements, Parent would not enter into this Agreement. (d) Each Seller acknowledges and agrees that in the event of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part a breach of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would the payment of the Termination Fee and/or Expenses shall not have entered into this Agreementconstitute the exclusive remedies available to Parent, and that any amounts payable pursuant Parent shall be entitled to this the remedies set forth in Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action13.2, including the filing of any lawsuitinjunction and specific performance, taken and all additional and other remedies available at law or in equity to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to which Parent may be paid until the date of actual paymententitled.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in of any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencementby (x) (i) Mercantile Sub under Section 9.01(k) or (ii) by Royal Palm under Section 9.01(k) Royal Palm shall pay promptly, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and but in no event later than two (iii2) within one year business days after the date of termination of this Agreementsuch termination, an Acquisition Proposal is consummated or to Mercantile a definitive agreement contemplating an Acquisition Proposal is executedfee equal to $1,300,000 (the “Termination Fee”) in cash, then the Company shall pay to Parentby wire transfer, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent Mercantile; or (y) either party pursuant to receive Section 9.01(b) or 9.01(g) and if, and only if, following the date hereof and prior to the termination of this Agreement, Royal Palm receives an Acquisition Proposal and (A) within twelve (12) months following the termination of this Agreement the transaction contemplated by the Acquisition Proposal is consummated or (B) within twelve (12) months following the termination of this Agreement, Royal Palm enters into an agreement based upon the Acquisition Proposal and the transaction contemplated thereby is consummated within twelve (12) months following the termination of this Agreement; then Royal Palm shall reimburse Mercantile Sub for the documented out-of-pocket fees and expenses reasonably incurred by it and Mercantile in connection with this Agreement and the transactions contemplated hereby (including fees and other amounts payable to banks, investment bank firms and other financial institutions and their respective agents and counsel) and all fees of counsel, accountants, financial experts and consultants to Mercantile and/or Mercantile Sub (the “Expenses”) in cash or by wire transfer no later than two (2) business days after the consummation of such paymenttransaction; provided that the Expenses paid by Royal Palm shall not exceed $250,000. In no event shall the Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub Royal Palm acknowledges that the agreements contained in this Section 8.2 9.03 are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into in this Agreement, and that any amounts payable that, without these agreements, Mercantile and Mercantile Sub would not enter into this Agreement; accordingly, if Royal Palm fails to promptly pay the amount due pursuant to this Section 8.2 do not constitute 9.03, and, in order to obtain such payment, Mercantile commences a penalty. If suit which results in a judgment against Royal Palm for the Company fails to pay Termination Fee or Expenses, as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2case may be, the Company then Royal Palm shall pay the to Mercantile its costs and expenses (including reasonable legal fees and expensesattorneys’ fees) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts the amount of the fee at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment10% per annum.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in of any event within two Business Days) following termination of this Agreement. (b) In the event that Agreement by (i) this Agreement is terminated by Parent or Merger Mercantile Sub pursuant to Sections 8.1(b) (other than termination pursuant to under Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder9.01(g) or 8.1(c)(i9.01(k); (ii) at HNB under Section 9.01(g) or prior to the time of the termination of this Agreement the commencement, submission 9.01(k) or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year either Party pursuant to Section 9.01(b), HNB shall pay promptly, but in no event later than two (2) business days after the date of termination of this Agreementsuch termination, an Acquisition Proposal is consummated or to Mercantile Sub a definitive agreement contemplating an Acquisition Proposal is executedfee equal to $1,250,000 (the “Termination Fee”) in cash, then the Company shall pay to Parentby wire transfer, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent Mercantile Sub; provided, however, in the case of a termination under Section 9.01(b) or 9.01(g) (A) such payment shall be made only if following the date hereof and prior to receive the termination of this Agreement, HNB receives an Acquisition Proposal and (x) within twelve (12) months following the termination of this Agreement the transaction contemplated by the Acquisition Proposal is consummated or (y) within twelve (12) months following the termination of this Agreement, HNB enters into an agreement based upon the Acquisition Proposal and the transaction contemplated thereby is consummated within twenty-four (24) months following the termination of this Agreement; and (B) such payment. In payment shall be made promptly, but in no event shall later then two (2) business days after the Company be obligated to pay more than one (1) Termination Fee. (d) Each consummation of the Company, Parent and Merger Sub such transaction. HNB acknowledges that the agreements contained in this Section 8.2 9.04 are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into in this Agreement, and that any amounts payable that, without these agreements, Mercantile and Mercantile Sub would not enter into this Agreement; accordingly, if HNB fails to promptly pay the amount due pursuant to this Section 8.2 do not constitute 9.04, and, in order to obtain such payment, Mercantile commences a penalty. If suit which results in a judgment against HNB for the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2Termination Fee, the Company then HNB shall pay the to Mercantile its costs and expenses (including reasonable legal fees and expensesattorneys’ fees) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts the amount of the Termination Fee at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis of 7.50% per annum from the date such amounts were required to be paid it was first due until the date of actual paymentpaid.

Termination Fee. (a) In the event that this Agreement the Merger is terminated not consummated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv)the End Date and Company closes a Superior Company Competing Transaction within 12 months of the End Date, then the Company shall pay Parent a fee in the Termination Fee as directed amount of $3,000,000 by wire transfer of immediately available funds; provided, however, Company shall not be obligated to pay such amount in writing the event the Merger is not consummated by Parent as promptly as possible the End Date by reason of (but i) failure of the conditions set forth in Sections 8. 1(b), (c), (d), (f) (unless such failure of condition results from the actions or inactions of Company), or (ii) any event within two Business Days) following termination failure of a condition precedent to this AgreementAgreement resulting from any action or inaction of Parent. (b) In the event that (i) this Agreement the Merger is terminated not consummated by the End Date and Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation closes a Superior Parent Competing Transaction within 12 months of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executedEnd Date, then the Company Parent shall pay to Parent, Company a fee in cash at the earlier amount of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid $3,000,000 by wire transfer of immediately available funds to an account designated by funds; provided, however, Parent to receive such payment. In no event shall the Company not be obligated to pay more than one such amount in the event the Merger is not consummated by the End Date by reason of (1i) Termination Feefailure of the conditions set forth in Sections 8. 1(b), (c), (d), (f) (unless such failure of condition results from the actions or inactions of Parent), or (ii) any failure of a condition precedent to this Agreement resulting from any action or inaction of Company. (dc) Each of the Company, Parent and Merger Sub acknowledges Both Parties acknowledge that the agreements contained in this Section 8.2 9.3 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent and Merger Sub agreements, the other Party would not have entered enter into this Agreement; accordingly, and that any amounts payable if either Party fails promptly to pay the amount due pursuant to this Section 8.2 do not constitute 9.3, and, in order to obtain such payment, the other Party commences a penalty. If suit which results in a judgment against such Party for the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified fee set forth in this Section 8.29.3, the Company non-paying Party shall pay to the costs other Party its fees and expenses (including reasonable legal attorneys’ fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts the amount of the fee at a rate per annum equal to the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated Journal on a daily basis from the date such amounts were payment was required to be paid until the date of actual paymentmade plus 300 basis points.

Termination Fee. (a) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(c)(ii) or by Parent pursuant to Section 8.1(d)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination. (b) In the event this Agreement is terminated by the Company pursuant to Section 8.1(c)(iii), then Parent shall pay, or cause to be paid, to the Company the Termination Fee, by wire transfer of same day funds to an account designated by the Company within two (2) Business Days of such termination. (c) In the event that, prior to the Company Stockholder Meeting, a Company Acquisition Proposal is publicly proposed or publicly disclosed and this Agreement is terminated by Parent or Merger Sub the Company pursuant to 8.1(c)(iiSection 8.1(b)(iii) or 8.1(c)(ivby Parent pursuant to Section 8.1(d)(i) as a result of a willful breach by the Company or Section 8.1(d)(ii)(A), then the Company shall pay to Parent the Expenses of Parent within two (2) Business Days after receipt following such termination of documentation supporting such Expenses of Parent. If, concurrently, or within twelve (12) months after any such termination described in the immediately preceding sentence, the Company enters into a definitive agreement with respect to, or otherwise consummates, any Company Acquisition Proposal (substituting fifty percent (50%) for the twenty percent (20%) threshold set forth in the definition of “Company Acquisition Proposal”) for all purposes under this Section 8.3(c), then the Company shall pay to Parent the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two (2) Business Days) following termination the consummation of such Company Acquisition Proposal, unless the Termination Fee has already been paid to Parent pursuant to Section 8.1(a). Parent’s right to receive the one-time payment of the Termination Fee (if and when due) and the Expenses of Parent from the Company as provided in this AgreementSection 8.3(c) shall be the sole and exclusive remedy available to Parent against the Company with respect to this Agreement and the transactions contemplated hereby in the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(d)(i) as a result of a willful breach by the Company or Section 8.1(d)(ii)(A). (bd) In the event that that, prior to Parent Shareholder Meeting, (i) a Parent Acquisition Proposal is publicly proposed or publicly disclosed, (ii) the Third Party making such Parent Acquisition Proposal has publicly indicated to the Parent shareholders to the effect that they should not vote in favor of any of the matters required by the Parent Shareholder Approval, and (iii) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination the Company pursuant to Section 8.1(b8.1(b)(iv) at or by the time Company pursuant to Section 8.1(c)(i) as a result of a willful breach by Parent, then Parent shall pay to the Company the Expenses of the Company within two (2) Business Days after receipt following such termination of documentation supporting such Expenses of the Company. If, concurrently, or within twelve (12) months after any such termination described in the immediately preceding sentence, the Parent enters into a definitive agreement with respect to, or otherwise consummates, any Parent Acquisition Proposal for all purposes under this Section 8.3(d), then Parent shall pay to the Company the Termination Fee as promptly as possible (but in any event within two (2) Business Days) following the consummation of such Parent Acquisition Proposal. The Company’s right to receive the Offer one-time payment of the Termination Fee (if and when due) and the Expenses of the Company from Parent as provided in this Section 8.3(d) shall be the sole and exclusive remedy available to the Company against Parent with respect to this Agreement and the transactions contemplated hereby in the event that this Agreement is enjoined, provided terminated by the Company is not in breach of its obligations hereunderor Parent pursuant to Section 8.1(b)(iv) or by the Company pursuant to Section 8.1(c)(i); ) as a result of a willful breach by ▇▇▇▇▇▇. (iie) at or prior Notwithstanding anything to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of contrary set forth in this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee.parties agree that: (ci) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In under no event circumstances shall the Company be obligated required to pay more the Termination Fee earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from Parent; and (ii) under no circumstances shall the Company be required to pay the Termination FeeFee on more than one occasion. (df) Each of the Company, Parent and Merger Sub parties hereto acknowledges that (i) the agreements contained in this Section 8.2 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company or Parent, as the case may be, in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements Parent and Merger Sub agreements, the parties would not have entered enter into this Agreement; accordingly, and that if the Company or Parent, as the case may be, fails to timely pay any amounts payable amount due pursuant to this Section 8.2 do not constitute a penalty. If 8.3 and, in order to obtain such payment, either the Company fails to pay or Parent, as directed the case may be, commences a suit that results in writing by Parent a judgment against the other party for the payment of any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified amount set forth in this Section 8.28.3, the Company such paying party shall pay the other party its costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, Expenses in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts amount at the prime lending annual rate prevailing during such of ten percent (10%) for the period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were payment was required to be paid until made through the date of actual paymentsuch payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.

Termination Fee. (a) In the event that this Agreement is terminated (i) by Parent the Buyer or Merger Sub the Company pursuant to 8.1(c)(iiSection 9.1(b) and at the time of such termination, the condition set forth in Section 7.1(a) or 8.1(c)(ivSection 7.1(c) has not been satisfied as a result of any matter set forth on Schedule 9.3(a), (ii) by the Buyer or the Company pursuant to Section 9.1(c) as a result of any matter set forth on Schedule 9.3(a) or (iii) by the Buyer pursuant to Section 9.3(f) at a time the Buyer is entitled to terminate under Section 9.1(b), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then each case the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, Buyer the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid Fee by wire transfer of immediately available funds to an account such account(s) designated in writing by Parent to receive the Buyer no later than [**] after such payment. In termination, it being understood that in no event shall the Company [**] be obligated required to pay the Termination Fee on more than one (1) Termination Feeoccasion. (db) Unless the Termination Fee has been paid pursuant to Section 9.3(a), nothing in Section 9.3(a) will limit the right of the Buyer to (i) bring or maintain any action for specific performance prior to the termination of this Agreement or (ii) be indemnified in accordance with Article VIII. Each of the Company, Parent and Merger Sub parties hereto acknowledges that the agreements contained in this Section 8.2 9.3 are an integral part of the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub the parties hereto would not have entered enter into this Agreement, Agreement absent such agreement and that each of the Termination Fee is not a penalty. Accordingly, if [**] fails to timely pay any amounts payable amount due pursuant to this Section 8.2 do not constitute a penalty. If 9.3, and, in order to obtain the Company fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2payment, the Company Buyer commences a suit, action or proceeding which results in a judgment against [**] for the payment of the Termination Fee, [**] shall pay to the Buyer its reasonable and documented costs and expenses (including reasonable legal fees and expensesdocumented attorneys’ fees) incurred by Parent or Merger Sub, as applicable, in connection with any actionsuch suit, including the filing of any lawsuit, taken to collect payment of such amountsaction or proceeding, together with interest on such unpaid amounts amount at the prime lending an interest rate prevailing during such period as published in The Wall Street Journal, calculated equal to [**] percent ([**]%) per annum beginning on a daily basis from the date such amounts were payment was required to be paid until made through the date of actual paymentsuch payment was actually received.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (bi) In the event that (iA) Parent shall terminate this Agreement pursuant to Section 7.1(g), or (B) this Agreement is shall be terminated by Parent or Merger Sub pursuant to Sections 8.1(b(x) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder7.1(b) or 8.1(c)(i); (iiy) pursuant to Section 7.1(d)(i) and (1) at or prior to the time of the termination of this Agreement the commencementsuch termination, submission there shall exist or making of an have been publicly proposed a bona fide Acquisition Proposal shall have been disclosed relating to a Company Acquisition with a person or announced either publicly or to the Company; group reasonably capable of consummating a Company Acquisition and (iii2) within one year 12 months after the date of termination of this Agreementsuch termination, an Acquisition Proposal is consummated or Company shall enter into a definitive agreement contemplating an with respect to any Company Acquisition Proposal is executedor any Company Acquisition shall be consummated, then then, in the case of clause (A), promptly after such termination, or in the case of clause (B), concurrently with the execution of a definitive agreement with respect to, or the consummation of, as applicable, such Company Acquisition, Company shall pay to Parent, Parent $6.7 million in cash at (the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the "Termination Fee"). (cii) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the The Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 7.3(b) are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements agreements, Parent and Merger Sub would not have entered enter into this Agreement; accordingly, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If if the Company fails to pay as directed in writing by Parent any a timely manner the amounts due to Parent or Merger Sub pursuant to this Section 8.2 within 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the time periods specified Company for the amounts set forth in this Section 8.27.3(b), the Company shall pay the to Parent its costs and expenses (including reasonable legal attorneys' fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid the amounts set forth in this Section 7.3(b) at the prime lending rate prevailing during such period as published of Citibank N.A. in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until made. Payment of the date fees described in this Section 7.3(b) shall not be in lieu of actual paymentdamages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "Company Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (A) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 60% of the aggregate equity interests in the surviving or resulting entity of such transaction, (B) a sale or other disposition by the Company of assets representing in excess of 40% of the aggregate fair market value of the Company's business immediately prior to such sale or (C) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 40% of the voting power of the then outstanding shares of capital stock of the Company.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub Seller pursuant to 8.1(c)(ii(i) Section 2.1(c), (ii) Section 2.1(f), or (iii) Section 2.1(a) at a time when this Agreement could have been validly terminated by Seller pursuant Section 2.1(c) or 8.1(c)(ivSection 2.1(f), then the Company Buyer shall pay the Buyer Termination Fee to, or as directed in writing by Parent by, Seller, as promptly as possible reasonably practicable (but and, in any event event, within two three (3) Business DaysDays following such termination) following termination by wire transfer of this Agreementsame day funds. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated to pay more than one (1) Termination Fee. (d) Each of the Company, Parent and Merger Sub acknowledges The parties hereto acknowledge that the agreements contained in this Section 8.2 2.3 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent and Merger Sub agreements, the parties hereto would not have entered otherwise enter into this Agreement; accordingly, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company if Buyer fails to pay as directed in writing by Parent any amounts due to Parent or Merger Sub the Buyer Termination Fee pursuant to this Section 8.2 within 2.3(a) on or prior to the time periods specified date such amount is due hereunder, and, in this order to obtain such payment, an action or proceeding is commenced by any party with respect to the potential payment of the Buyer Termination Fee pursuant to Section 8.22.3(a), the Company non-prevailing party in such action shall pay pay, or cause to be paid, to the prevailing party (i) the reasonable costs and expenses (including reasonable legal attorney’s fees and expenses) incurred by Parent or Merger Sub, as applicable, the prevailing party and its Affiliates in connection with such action or proceeding and (ii) if the prevailing party is Seller, interest on the Buyer Termination Fee at an annual rate equal to the prime rate as published in the Wall Street Journal in effect on the date such amount was originally due hereunder which shall accrue from such date through the date such payment is actually delivered to Seller. (c) Notwithstanding anything to the contrary included herein, if this Agreement is terminated by Seller pursuant to (i) Section 2.1(c), (ii) Section 2.1(f), or (iii) Section 2.1(a) at a time when this Agreement could have been validly terminated by Seller pursuant to Section 2.1(c) or Section 2.1(f), Seller’s right to receive payment of the Buyer Termination Fee (and any action, other amounts pursuant to this Section 2.3) from Buyer shall be the sole and exclusive remedy of Seller and its Affiliates (including the filing Company) against Buyer (including its Affiliates) and the Financing Sources for, and Seller shall be deemed to have waived all other remedies (including equitable remedies) with respect to, the failure of the Transaction to be consummated or with respect to any loss or damage suffered as a result thereof, any breach by Buyer of its obligation to consummate the Transaction or the Financing or any breach by Buyer of any lawsuitrepresentation, taken warranty, covenant or agreement set forth herein or in the Commitment Letter or in any document related to collect the Financing, and upon payment of such amountsamount, Buyer shall have no further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement; provided, however, that, for the avoidance of doubt, nothing in this Agreement shall be construed to relieve Buyer of its obligation to pay the Buyer Termination Fee pursuant to Section 2.3(a) in connection with the termination of this Agreement by reason of Seller seeking to obtain specific performance of this Agreement in accordance with Section 8.2 prior to the termination of this Agreement. (d) The parties hereto hereby agree that the Buyer Termination Fee is liquidated damages in a reasonable amount and not a penalty, and the payment of the Buyer Termination Fee in the circumstances specified in this Agreement is supported by due and sufficient consideration. For the avoidance of doubt, under no circumstances shall Seller be entitled or permitted to receive (i) monetary damages for any breach by Buyer of this Agreement the aggregate amount of which, together with interest any portion of the Buyer Termination Fee paid to Seller by Buyer pursuant to Section 2.3(a), exceeds the amount of the Buyer Termination Fee, (ii) both a grant of an injunction, specific performance or other equitable relief pursuant to Section 8.2, pursuant to which the Closing occurs, and any money damages, including all or any portion of the Buyer Termination Fee, or (iii) the Buyer Termination Fee on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentmore than one occasion.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation recognition of the Offer is enjoinedefforts, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to expenses and other opportunities foregone by Buyer while structuring and pursuing the time of the termination of this Agreement the commencementMerger, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Buyer a termination fee equal to $2,125,000 (“Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid ”), by wire transfer of immediately available funds to an account designated specified by Parent Buyer in the event of any of the following: (i) in the event Buyer terminates this Agreement pursuant to receive Section 7.01(g), Company shall pay Buyer the Termination Fee within two (2) Business Days after receipt of Buyer’s notification of such payment. In no termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to the Company be obligated Board or senior management of Company or has been made directly to its shareholders generally (and not withdrawn) or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Company and (A) thereafter this Agreement is terminated by either Buyer or Company pursuant to Section 7.01(c) or Section 7.01(f) (without the Requisite Company Shareholder Approval having been obtained) or if this Agreement is terminated by Buyer pursuant to Section 7.01(e) as a result of willful breach of a covenant by Company, and (B) prior to the date that is twelve (12) months after the date of such termination, Company enters into any agreement to consummate, or consummates, an Acquisition Transaction (whether or not the same Acquisition Transaction which was the subject of the foregoing Acquisition Proposal), then Company shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay more than one (1) Buyer the Termination Fee, provided, that for purposes of this Section 7.02(a), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%”. (db) Each of the Company, Parent Company and Merger Sub acknowledges Buyer each agree that the agreements contained in this Section 8.2 7.02 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent and Merger Sub agreements, Buyer would not have entered enter into this Agreement; accordingly, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the if Company fails promptly to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to under this Section 8.2 within the time periods specified in this Section 8.27.02, the Company shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of Buyer (including reasonable legal fees and expenses) reasonably incurred by Parent or Merger Sub, as applicable, in connection with such suit. (c) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that if Company pays or causes to be paid to Buyer or to Buyer Bank the Termination Fee in accordance with Section 7.02(a), neither Company nor Company Bank (nor any actionsuccessor in interest, including Affiliate, shareholder, director, officer, employee, agent, consultant or representative of Company or Company Bank) will have any further obligations or liabilities to Buyer or Buyer Bank with respect to this Agreement or the filing of any lawsuit, taken to collect transactions contemplated by this Agreement and the payment of such amountsamounts shall be Buyer’s sole and exclusive remedy against Company, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published Company Bank, and their respective Affiliates, Representatives or successors in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentinterest.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by Parent while pursuing the Merger, in the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iv), then the Company shall pay the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement.that: (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i8.1(f); ; (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of (A) an Acquisition Proposal with respect to the Company shall have been disclosed communicated to or announced either publicly or otherwise made known to the shareholders, senior management or Board of Directors of the Company; and , or any Person or group of Persons shall have publicly announced an intention (iiiwhether or not conditional) within one year to make an Acquisition Proposal with respect to the Company after the date of termination of this Agreement, an (B) thereafter this Agreement is terminated (1) by Parent or the Company pursuant to Section 8.1(e) (if the Requisite Company Shareholder Vote has not theretofore been obtained), (2) by Parent pursuant to Section 8.1(d) or (3) by Parent or the Company pursuant to Section 8.1(c) and (C) prior to the date that is 12 months after the date of such termination the Company consummates a transaction of a type set forth in the definition of “Acquisition Proposal is consummated Proposal” or a enters into any definitive agreement contemplating an relating to a transaction of a type set forth in the definition of “Acquisition Proposal Proposal”; or (iii) This Agreement is executedterminated by the Company pursuant to Section 8.1(g); then, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds funds, a termination fee equal to an account designated by Parent to receive such payment. In no event shall $8,500,000 (the Company be obligated to pay more than one (1) “Termination Fee”) within two Business Days following the date of such termination; provided, that any Termination Fee payable pursuant to Section 8.3(a)(ii) shall be paid on the earlier of the date such transaction is consummated or such definitive agreement is entered into. (db) Each of the Company, Parent and Merger Sub acknowledges the Company each agree that the agreements contained in this Section 8.2 8.3 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements agreements, Parent and Merger Sub would not have entered enter into this Agreement. Accordingly, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If if the Company fails promptly to pay as directed in writing by Parent any amounts due to Parent or Merger Sub pursuant to under this Section 8.2 within 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the time periods specified in this Section 8.2Company for such amounts, the Company shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal (or any reasonably similar successor publication thereto), designated therein as the “prime rate” on the date such payment was due, plus (ii) 100 basis points, together with the costs and expenses of Parent (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with such suit. (c) The payment of the Termination Fee shall fully discharge the Company from and be the sole and exclusive remedy of Parent with respect to any actionand all losses that may be suffered by Parent based upon, including resulting from or arising out of the filing of any lawsuit, taken circumstances giving rise to collect the payment of such amounts, together with interest on such unpaid amounts at Termination Fee. In no event shall the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were Company be required to be paid until pay the date of actual paymentTermination Fee on more than one occasion.

Termination Fee. (a) In Parent shall pay (or cause to be paid) to the Company (and WWH) a cash amount equal to $175,625,000 in the aggregate (the “Termination Fee”) in the event that this Agreement is validly terminated (i) by Parent or Merger Sub pursuant to 8.1(c)(iiSection 11.1(b) at any time when the Company is entitled to terminate this Agreement pursuant to Section 11.1(d) or 8.1(c)(ivSection 11.1(g) (without giving effect to any notice requirement other than a waiver of any unsatisfied conditions pursuant to Section 11.1(g)), then (ii) by the Company shall pursuant to Section 11.1(b) at any time when the Company is entitled to terminate this Agreement pursuant to Section 11.1(d) (for the avoidance of doubt, giving effect to all notice requirements and cure periods and rights set forth therein), or (iii) by the Company pursuant to Section 11.1(g), Parent shall, as a condition to such termination pay to the Company (and WWH as applicable) the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) following termination of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent to receive such payment. In the Company (and WWH as applicable) promptly but in no event later than five (5) Business Days after the date of such valid termination. The Termination Fee, if payable, shall be allocated to WWH in accordance with her Pro Rata Share and the balance shall be allocated to the Company be obligated to pay more than one (1) Termination Feeon behalf of all other Sellers. (db) Each The Parties agree that payment of the CompanyTermination Fee pursuant to Section 11.3(a) is not a penalty but constitutes a primary and binding obligation on the part of Parent, which Parent agrees to pay to the Company (in the specified circumstances) in consideration for (i) the resources expended and Merger Sub acknowledges that the agreements contained opportunities foregone while negotiating this Agreement and in reliance on this Section 8.2 are an integral part Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, including the Company’s costs and expenses (A) in negotiating this Agreement and the Transaction Documents and the transactions contemplated by the same (including the Finam Transactions), (B) of continuing to own and fund the Company in the period from termination of this Agreement to completion of any subsequent sale of the Company and its Subsidiaries (a “Subsequent Sale”), and (C) of carrying out further marketing exercises and running a further sale process to locate and select one or more buyers for the Business and complete a Subsequent Sale with such persons, and (ii) the negative value impact that a failed sales process would be expected to have on the value that would be achieved by the Sellers on a Subsequent Sale. The Parties acknowledge and agree that without these agreements Parent and Merger Sub this agreement, the Parties would not have entered enter into this Agreement. (c) The Parties acknowledge and agree that in no event shall Parent be required to pay the Termination Fee on more than one occasion. In the event that the Termination Fee is payable in accordance with Section 11.3(a), the receipt of the Termination Fee shall constitute the sole and exclusive remedy of the Company, the Seller Representative and each of their respective former, current or future general or limited partners, parents, Subsidiaries, controlling persons, divisions, Affiliates, predecessors, successors and assigns, and that their present and former directors, officers, shareholders, members, employees, agents, attorneys, representatives, beneficiaries, heirs and assigns and the former, current or future general or limited partners, parents, Subsidiaries, divisions, Affiliates, predecessors, successors and assigns, and the present and former directors, officers, shareholders, members, employees, agents, attorneys, representatives, beneficiaries, heirs and assigns of the foregoing (collectively, the “Seller Related Parties”) against Parent, Merger Sub, any amounts payable pursuant Debt Financing Source, and any of their respective former, current, or future general or limited partners, shareholders, controlling persons, parents, Subsidiaries, controlling persons, divisions, managers, members, directors, officers, Affiliates, employees, agents, attorneys or other representatives, successors, beneficiaries, heirs and assigns and the former, current, or future general or limited partners, shareholders, controlling persons, parents, Subsidiaries, controlling persons, divisions, managers, members, directors, officers, Affiliates, employees, agents, attorneys or other representatives, successors, beneficiaries, heirs and assigns of the foregoing (collectively, the “Parent Related Parties”) for any liability, loss, cost or expense suffered or incurred as a result of any breach (including any willful breach) of any agreement, covenant, representation or warranty in this Agreement or the failure of the Closing to be consummated or otherwise, which recourse shall be sought solely against Parent to the extent provided herein and subject to the limitations set forth herein (or the Equity Investors under their respective Guarantees, to the extent provided therein and subject to the limitations therein) and no other Parent Related Party, and upon payment of such amount by Parent, Parent shall not have any further liability or obligation relating to or arising out of this Section 8.2 do not constitute a penalty. If Agreement or the Company fails transactions contemplated hereby, and in no event shall any Parent Related Party have any liability or obligation relating to pay as directed or arising out of this Agreement or the transactions contemplated hereby or any theory of law or equity, whether in writing by equity or at law, in contract, in tort or otherwise (except Parent any amounts due to the extent provided herein and subject to the limitations set forth herein or the Equity Investors under their respective Guarantees to the extent provided therein and subject to the limitations set forth therein). (d) Notwithstanding anything to the contrary in this Agreement, if Parent or Merger Sub breaches this Agreement or fails to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then, except for an order of specific performance to the extent granted in accordance with the terms of Section 13.16, the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) against Parent or any Parent Related Party for any breach, loss or damage or failure to perform (whether willfully, intentionally, unintentionally or otherwise), which recourse shall be sought solely against Parent to the extent provided herein and subject to the limitations set forth herein (or the Equity Investors under their respective Guarantees, to the extent provided therein and subject to the limitations therein), and no other Parent Related Party, shall be, if applicable, for the Company to terminate this Agreement pursuant to the applicable provisions of Section 11.1, and the Company to receive payment of the Termination Fee pursuant to the applicable provisions of Section 11.3(a). For the avoidance of doubt, (A) the Company will be entitled to seek specific performance of this Section 8.2 within Agreement or any other remedy available to it at law or in equity while also seeking payment of the time periods specified in this Section 8.2Termination Fee, but the Company shall pay not be entitled to both obtain specific performance to cause the costs Closing to occur and expenses also receive payment of the Termination Fee and (B) in no event shall the Termination Fee be paid on more than one occasion. For the avoidance of doubt, none of the Parent Related Parties (other than the Parent to the extent set forth in this Agreement and the Equity Investors solely to the extent set forth in their respective Guarantees) will have any liability to any Person, including reasonable legal fees and expenses) incurred by Parent any Seller Related Party relating to or Merger Subarising out of this Agreement, as applicablethe Equity Financing or the Debt Financing or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or equity in contract, in connection with any actiontort or strict liability, including by the filing enforcement of any lawsuitassessment, taken to collect payment by any legal or equitable proceeding, by virtue of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentany Law or otherwise.

Termination Fee. (a) In Parent and the event Company agree that (i) if this Agreement is terminated by Parent pursuant to Section 7.1(h) with respect to a Company Change of Recommendation under Section 5.4(e) (Company Superior Offer) or Section 5.4(f)(i)(A) (intervening event) or (ii) if this Agreement is terminated by the Company pursuant to Section 7.1(k) (Company Superior Offer), then the Company shall pay to Parent the Termination Fee and the Parent Expense Reimbursement. Except where the Company has effected a Company Change of Recommendation pursuant to Section 5.4(f)(i)(B), if this Agreement is terminated by Parent or Merger Sub the Company pursuant to 8.1(c)(iiSection 7.1(d) or 8.1(c)(iv(no Company Stockholder Approval), then the Company shall pay to Parent the Parent Expense Reimbursement. The Termination Fee as directed shall be paid to Parent by the Company in writing by Parent as promptly as possible immediately available funds (but x) in any event the case of clause (i) above, within two Business Days(2) following business days after termination of this Agreement and (y) in the case of clause (ii) above, concurrently with termination of this Agreement. The Parent Expense Reimbursement shall be paid to Parent by the Company in immediately available funds within two (2) business days following the Company’s receipt of reasonable documentation supporting such Parent Expense Reimbursement. (b) In Parent and the event Company agree that (i) if this Agreement is terminated by the Company pursuant to Section 7.1(i) with respect to a Parent Change of Recommendation under Section 5.5(e) (Parent Superior Offer) or Section 5.5(f)(i)(A) (intervening event) or (ii) if this Agreement is terminated by Parent pursuant to Section 7.1(j) (Parent Superior Offer), then Parent shall pay to the Company the Termination Fee and the Company Expense Reimbursement. Except where Parent has effected a Parent Change of Recommendation pursuant to Section 5.5(f)(i)(B), if this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination the Company pursuant to Section 8.1(b7.1(e) at the time consummation of the Offer is enjoined(no Parent Stockholder Approval), provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior then Parent shall pay to the time Company the Company Expense Reimbursement. The Termination Fee shall be paid to the Company by Parent in immediately available funds (x) in the case of the clause (i) above, within two (2) business days after termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iiiy) within one year after in the date case of clause (ii) above, concurrently with termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then . The Company Expense Reimbursement shall be paid to the Company shall pay to by Parent in immediately available funds within two (2) business days following Parent, in cash at the earlier ’s receipt of the time reasonable documentation supporting such transaction is consummated or the time such definitive agreement is executed, the Termination FeeCompany Expense Reimbursement. (c) Any As used in this Agreement: (i) “Termination Fee” means $3,000,000, (ii) “Company Expense Reimbursement” means an amount that becomes payable either pursuant equal to Section 8.2(a) the Company’s reasonable and documented expenses incurred by or Section 8.2(b) shall be paid by wire transfer on behalf of immediately available funds to an account designated by Parent to receive such payment. In no event shall the Company be obligated and its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement and (iii) “Parent Expense Reimbursement” means an amount equal to pay more than one (1) Termination Fee. (d) Each Parent’s reasonable and documented expenses incurred by or on behalf of the Company, Parent and its Subsidiaries in connection with the Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of and the transactions contemplated by this Agreement; provided, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If neither the Company fails to pay as directed in writing by Expense Reimbursement nor the Parent any amounts due to Parent or Merger Sub pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company Expense Reimbursement shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentexceed $1,500,000.

Termination Fee. (a) In If this Agreement is terminated pursuant to Section 8.1(e) or (f), then (i) in the event that case of termination under Section 8.1(e), TIG shall immediately following such termination pay BayCom an amount equal to $1.2 million (the “Termination Fee”), and (ii) in the case of termination under Section 8.1(f), TIG shall, simultaneously with such termination and as a condition thereof, pay BayCom the Termination Fee, in each case in same-day funds. (b) If this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(iveither party under Section 8.1(g), and prior thereto there has been publicly announced an Acquisition Proposal, then the Company if within one year of such termination TIG or FSB either (A) enters into a definitive agreement with respect to an Acquisition Proposal or (B) consummates an Acquisition Proposal, TIG shall immediately pay BayCom the Termination Fee as directed set forth in writing by Parent as promptly as possible Section 8.4(a) in same-day funds. For purposes of clauses (but A) and (B) above, the reference to 20% in any event within two Business Days) following termination the definition of this Agreement. (b) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, the Termination Feebe 50%. (c) Any amount that becomes The payment of the Termination Fee shall fully discharge TIG from any and all liability under this Agreement and related to the transactions contemplated herein, and BayCom shall not be entitled to any other relief or remedy against TIG. If the Termination Fee is payable either pursuant to Section 8.2(a8.1(e)(ii) or (iii), BayCom shall have the right to pursue any and all remedies available to it against TIG on account of the willful and material breach by TIG of Section 8.2(b) shall be paid by wire transfer 6.7 in lieu of immediately available funds to an account designated by Parent to receive such payment. In no event shall accepting the Company be obligated to pay more than one (1) Termination FeeFee under Section 8.4(a). (d) With respect to the Termination Fee provided in this Section, the Parties hereto agree that it would be impracticable or extremely difficult to fix actual damages. Each of the Company, Parent and Merger Sub party acknowledges that the agreements contained in this Section 8.2 8.4 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements Parent and Merger Sub agreements, the other parties would not have entered enter into this Agreement; accordingly, and if the party that any amounts payable owes a payment pursuant to this Section 8.2 do not constitute a penalty. If the Company 8.4 fails to promptly pay as directed in writing by Parent any amounts the amount due to Parent or Merger Sub pursuant to this Section 8.2 within 8.4, and, in order to obtain such payment, another party commences a suit that results in a final, nonappealable judgment against such owing party for the time periods specified applicable amount set forth in this Section 8.28.4 or any portion of such fee, the Company such owing party shall pay to the other party its costs and expenses (including reasonable legal fees and expensesattorneys’ fees) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts the amount of the fee at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated Journal on a daily basis from the date such amounts were payment was required to be paid until made through the date of actual payment.

Termination Fee. (a) In the event that (i) after the date hereof and prior to the obtaining of the Stockholder Approval (or prior to the termination of this Agreement if there has been no Stockholders’ Meeting), a Takeover Proposal shall have been made to the Company or shall have been made directly to the stockholders of the Company generally, and (ii) thereafter this Agreement is terminated by Parent or the Company pursuant to Section 7.01(b)(i) or Section 7.01(b)(iii) or by Parent pursuant to Section 7.01(c)(i), and (iii) within twelve (12) months after such termination, the Company consummates a transaction that constitutes a Takeover Proposal or enters into an Acquisition Agreement with respect to any Takeover Proposal (provided that for such purposes references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay Parent a fee equal to $5,000,000 (the “Termination Fee”) by wire transfer of same-day funds on the first business day following the consummation of such transaction. (b) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to 8.1(c)(ii) or 8.1(c)(ivSection 7.01(c)(ii), then the Company shall pay Parent a fee equal to the Termination Fee as directed in writing by Parent as promptly as possible (but in any event within two Business Days) wire transfer of same-day funds on the first business day following termination of this Agreementsuch termination. (bc) In the event that (i) this Agreement is terminated by Parent or Merger Sub pursuant to Sections 8.1(b) (other than termination the Company pursuant to Section 8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i7.01(d)(ii); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within one year after the date of termination of this Agreement, an Acquisition Proposal is consummated or a definitive agreement contemplating an Acquisition Proposal is executed, then the Company shall pay to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, Parent the Termination Fee. (c) Any amount that becomes payable either pursuant to Section 8.2(a) or Section 8.2(b) shall be paid Fee by wire transfer of immediately available same-day funds concurrently with and as a condition to an account designated by Parent to receive effecting such payment. In no event shall the Company be obligated to pay more than one (1) Termination Feetermination. (d) Each The parties acknowledge and agree that the provisions for payment of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 Termination Fee are an integral part of the transactions contemplated by this Agreement, that without these agreements Agreement and are included herein in order to induce Parent and Merger Sub would not have entered to enter into this Agreement and to reimburse Parent for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to the Termination Fee and Parent or Merger Sub pursuant to this Section 8.2 within commences a suit which results in a final, non-appealable judgment against the time periods specified in this Section 8.2Company for the Termination Fee, or any portion thereof, then the Company shall pay the Parent and Merger Sub their costs and expenses (including reasonable legal attorney’s fees and expensesdisbursements) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on such unpaid amounts the Termination Fee at the prime lending rate prevailing during such period as published of PNC Bank in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until made through the date of actual payment; provided that if the court in such suit determines in a final, non-appealable judgment that Parent or Merger Sub is not entitled to the Termination Fee, or any portion thereof, then Parent shall pay the Company its costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit. (e) The parties acknowledge that in no event shall the Company be required to pay the applicable Termination Fee on more than one (1) occasion. (f) In the event that this Agreement is terminated pursuant to Section 7.01(d)(iii), then Parent shall pay the Company a fee equal to $5,000,000 (the “Parent Termination Fee”) by wire transfer of same-day funds on the first business day following such termination. (g) The parties acknowledge and agree that the provisions for payment of the Parent Termination Fee are an integral part of the transactions contemplated by this Agreement and are included herein in order to induce the Company to enter into this Agreement and to reimburse the Company for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement. If Parent fails to pay the Parent Termination Fee and the Company commences a suit which results in a final, non-appealable judgment against Parent for the Parent Termination Fee or any portion thereof, then Parent shall pay the Company its costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest on the Parent Termination Fee at the prime rate of PNC Bank in effect on the date such payment was required to be made through the date of payment; provided that if the court in such suit determines in a final, non-appealable judgment that the Company is not entitled to the Parent Termination Fee or any portion thereof, then the Company shall pay the Parent and Merger Sub its costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit. (h) The parties acknowledge that in no event shall Parent be required to pay the applicable Parent Termination Fee on more than one (1) occasion.