Common use of Termination Fee Clause in Contracts

Termination Fee. (a) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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or not conditional) to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made.

Termination Fee. (a) In Notwithstanding Section 10.3 above, in the event that there is a valid and effective termination of this Agreement is terminated (i) by either the Company or Parent or Subsidiary CAC pursuant to Section 7.1(f), 7.1(h) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date10.1(d), then the Company shall pay Parent to CAC a termination fee (the “Company Termination Fee”), or (ii) by the Company pursuant to Section 10.1(e), then CAC shall, subject to Section 11.1, pay to the Company a termination fee (the “CAC Termination Fee” and either of the CAC Termination Fee or the Company Termination Fee, a “Termination Fee”), equal to the amount of the reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of (A) in the case of (i) above, CAC and (B) in the case of (ii) above, the Company, the Seller or the Company Entities, in each instance in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the Transactions, including any related SEC filings, the Registration Statement and any Transaction Financing through the date of such termination, including legal, accounting and other third-party fees, in either instance, up to an aggregate maximum amount of Seven Hundred Thousand Dollars ($700,000). The Termination Fee shall be paid by wire transfer of same day immediately available funds not later than to an account designated in writing by the date terminating Party within five (5) Business Days after the terminating Party delivers to the other Party the amount of such agreement is entered into (orcosts and expenses, if no agreement is entered into, along with reasonable documentation in connection therewith. Notwithstanding anything to the date such transaction is consummated). (c) The Company acknowledges that the agreements contained contrary in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, the Parties expressly acknowledge and agree that, without these agreementswith respect to any termination of this Agreement in circumstances where the Termination Fee is payable, Parent and Subsidiary the payment of the Termination Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the terminating Party would not enter into otherwise be entitled to assert against the other Parties or any of their respective Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement; accordingly, if the Ancillary Documents and the Transactions and shall constitute the sole and exclusive remedy available to the terminating Party, provided, that the foregoing shall not limit (x) any Party from Liability for any Fraud Claim relating to events occurring prior to termination of this Agreement, (y) the rights of the Company fails promptly to pay or the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against obligations of CAC under the Company for Note (except to the fee extent expressly set forth therein) or (z) the rights of a Party to seek specific performance or other injunctive relief in lieu of terminating this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeAgreement.

Termination Fee. (ai) In the event that this Agreement is validly terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h) or 7.1(i), then the Company shall promptlypay, but in no event later than two days after within three (3) Business Day of the date notice of such terminationtermination of this Agreement, pay Parent a termination fee to BRPA in an amount equal to Ten Million Dollars ($8,000,000 10,000,000) (the “Termination Fee”) by wire transfer of same day fundsin immediately available funds as liquidated damages and not as a penalty. (bii) In The Parties acknowledge and hereby agree that the event that this Agreement is terminated by either the Company or Parent or Subsidiary Termination Fee, if, as and when required pursuant to Section 7.1(a7.2(b), 7.1(d)shall not constitute a penalty but will be liquidated damages, or 7.1(e) in a reasonable amount that will compensate BRPA in the circumstances in which it is payable for the efforts and if (x) at resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the time expectation of such termination a Takeover Proposal the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall have been made known to the Company or has been made directly be required 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer on more than one (1) occasion. Each of same day funds not later than the date such agreement is entered into (orCompany, if no agreement is entered into, the date such transaction is consummated). (c) The Company BRPA and Merger Sub acknowledges that the agreements contained in this Section 8.1 7.2 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, Parent and Subsidiary the parties hereto would not enter into this Agreement; accordingly. (iii) Notwithstanding anything to the contrary in this Agreement, if in any circumstance in which this Agreement is terminated and BRPA is paid the Company fails promptly to pay the amount due Termination Fee pursuant to this Section 8.17.2(b), andthe Termination Fee shall be the sole and exclusive monetary remedy of BRPA, in order to obtain such payment, Parent commences a suit which results in a judgment Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the fee set forth failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in this Section 8.1connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall pay have any further liability or obligation relating to Parent its costs and expenses (including attorneys’ fees and expenses) or arising out of this Agreement or in respect of representations made or alleged to be made in connection with such suitherewith, together with interest on the amount of the fee whether in equity or at the prime rate of PNC Banklaw, National Association in effect on the date such payment was required to be madecontract, in tort or otherwise.

Termination Fee. (ai) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f8.1(d) or 8.1(e), 7.1(hpursuant to Section 8.1(f) as a result of a willful breach by the Company, or 7.1(ipursuant to Section 8.1(g) as a result of the withdrawal or modification of the Financial Advisor's fairness opinion referred to in Section 4.1(l), then the Company shall promptly, but (provided that neither Parent nor Sub is then in no event later than two days after the date material breach of such termination, its obligations under this Agreement) promptly pay to Parent a fee in cash an amount equal to the aggregate out-of-pocket costs and reasonable expenses of Parent and Sub in connection with this Agreement and the transactions contemplated hereby, up to an aggregate amount not to exceed $8,000,000 750,000, including, without limitation, commitment, appraisal and other fees relating to the Financing and the reasonable fees and disbursements of accountants, attorneys and investment bankers, whether retained by Parent or by any other person (the “Termination Fee”) by wire transfer of same day fundscollectively, "Expenses"). (bii) In the event that addition to any required payment of Expenses, if this Agreement is terminated pursuant to Section 8.1(d) or 8.1(e), or pursuant to Section 8.1(f) as a result of a willful breach by either the Company, then the Company shall (provided that neither Parent nor Sub is then in material breach of its obligations under this Agreement) promptly pay to Parent the sum of $1,500,000 in cash (the "Termination Fee"). (iii) The sum of the Expenses and the Termination Fee, if any, shall be referred to herein as the "Termination Amount." The rights of Parent to receive the Termination Amount shall be in lieu of any damages remedy or claim by Parent or Sub against the Company for termination of this Agreement pursuant to Section 8.1(d) or 8.1(e), Section 8.1(f) in the event of a willful breach by the Company or Parent or Subsidiary pursuant to Section 7.1(a8.1(g) as a result of the Company's reliance on the condition set forth in Section 7.3(b). (iv) Notwithstanding the provisions of Section 8.2(b)(ii) above, 7.1(d), or 7.1(eif this Agreement is terminated pursuant to Section 8.1(g) and if (xas a result of the Company's reliance on the condition set forth in Section 7.3(b) at a time when Parent is ready, willing and able (other than as a result of an inability to consummate the time Financing solely because of the withdrawal of the Financial Advisor's fairness opinion referred to in Section 4.1(l)) to proceed with the transactions contemplated hereby but for the withdrawal of such termination a Takeover Proposal shall have been made known to the Company 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 fairness opinion, and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months one year after such termination termination, the Company enters into an agreement relating to an Acquisition Proposal with respect to such Takeover Proposal a person other than Parent or such Takeover Proposal is consummated (it being understood that in Sub or their Affiliates and Associates, or the event the Company's Board of Directors recommends or resolves to recommend to the Company's stockholders approval and acceptance of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover an Acquisition Proposal, then, upon the entry into such agreement or the making of such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1or resolution, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeTermination Fee.

Termination Fee. (a) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary Acquiror pursuant to Section 7.1(f8.1(b), 7.1(h(e) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(eg) and if (x) at the time of such termination a Takeover Proposal (as hereinafter defined) shall have been made known to the Company or has been made directly to the Company’s shareholders generally or by any person or entity and prior to January 1, 2000, Target 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 (y) within twelve (12) months after such termination the Company enters enter into an any agreement with respect to such Takeover Proposal person or such Takeover Proposal is consummated entity providing for the acquisition of Target (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date"Acquisition Agreement"), then the Company Target shall promptly pay Parent the Termination Fee a termination fee of $5.0 million payable by wire transfer of same day funds to Acquiror concurrently with the earlier of the entering into of such Acquisition Agreement or the consummation of such -30- 35 transaction. For purposes hereof, a "Takeover Proposal" means any inquiry, proposal or offer, or any expression of interest by any third party relating to Target's or Target Parent's willingness or ability to discuss a proposal or offer, for a merger or other business combination involving, or any purchase of, more than 10% of the assets or capital stock of Target. Target Parent shall pay or cause to be paid such termination fee (instead of Target) if Target Parent enters into an Acquisition Agreement to which Target is not later than a party. If the date such agreement Merger is entered terminated by Acquiror pursuant to Section 8.1(g), a Takeover Proposal has not been made at the time and Target does not enter into (orany Acquisition Agreement prior to January 1, if no agreement 2000, then Target shall pay Acquiror a termination fee of $3.0 million payable by wire transfer of same day funds. If this Agreement is entered intoterminated by Target pursuant to Section 8.1(f), the date such transaction is consummated). (c) Acquiror shall pay Target a termination fee of $3.0 million payable by wire transfer of same day funds. The Company acknowledges that the agreements contained in payment and receipt of any fees under this Section 8.1 are an integral part 8.2 shall not preclude the availability of the transactions contemplated by any other remedies under this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, by law or in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeequity. ARTICLE IX MISCELLANEOUS SECTION 9.

Termination Fee. (a) In the event that If this Agreement is terminated by either the Company Seller or Parent or Subsidiary Purchaser pursuant to Section 7.1(f9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, 7.1(h) or 7.1(i)for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then the Company Seller shall promptly, but in irrevocably elect no event later than two days after 5:00 p.m. Eastern Time on the date fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of such termination, pay Parent a fee equal to $8,000,000 2,300,000 (the “Purchaser Termination Fee”) ), by wire transfer of same day fundsimmediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), 9.01(c)(ii) or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such dateSection 9.01(d)(ii), then the Company Seller shall pay Parent Purchaser $2,300,000 (the “Seller Termination Fee Fee”) not later than the day of such termination, by wire transfer of same day funds not later than immediately available funds. Notwithstanding anything to the date such agreement is entered into (orcontrary in this Agreement, if no agreement is entered intoPurchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the date such transaction is consummatedPurchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) The Company Each of the parties acknowledges that the agreements contained in this Section 8.1 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, 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 contemplated hereby, and that, without these agreements, Parent and Subsidiary neither Purchaser nor Seller would not enter into this Agreement; accordingly. Accordingly, if Purchaser or Seller, as the Company case may be, fails promptly to timely pay the amount Seller Termination Fee or Purchaser Termination Fee, as applicable, when due pursuant to in accordance with this Section 8.19.03, and, in order to obtain such payment, Parent Purchaser or Seller, as the case may be, commences a suit which that results in a judgment against the Company other party for the fee amounts set forth in this Section 8.19.03, the Company such paying party shall pay to Parent the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made.

Termination Fee. (a) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h8.1(e) or 7.1(i(f), then (i) in the case of termination under Section 8.1(e), Company shall promptly, but in no event later than two days after the date of immediately following such termination, termination pay Parent a fee Buyer an amount equal to Four Million Four Hundred Thousand Dollars ($8,000,000 4,400,000.00) (the “Termination Fee”), and (ii) by wire transfer in the case of same termination under Section 8.1(f), Company shall, simultaneously with such termination and as a condition thereof, pay Buyer the Termination Fee, in each case in same-day funds. (b) In the event that If this Agreement is terminated by either Party under Section 8.1(g), and prior thereto there has been publicly announced an Acquisition Proposal (which has not been withdrawn at least two (2) business days prior to the Company or Parent or Subsidiary pursuant to Section 7.1(aShareholder Meeting), 7.1(d), or 7.1(ethen if within one (1) and if (x) at the time year of such termination a Takeover Proposal shall have been made known to the Company or has been made directly to the Company’s shareholders generally or any person shall have publicly announced an intention Company Bank either (whether or not conditionalA) to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an a definitive agreement with respect to such Takeover an Acquisition Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover B) consummates an Acquisition Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall immediately pay Parent Buyer the Termination Fee by wire transfer set forth in Section 8.4(a) in same-day funds. For purposes of same day funds not later than the date such agreement is entered into clauses (or, if no agreement is entered intoA) and (B) above, the date such transaction is consummated)reference to 20% in the definition of Acquisition Proposal shall be 50%. (c) The payment of the Termination Fee shall fully discharge Company acknowledges that the agreements contained in from any and all liability under this Section 8.1 are an integral part of Agreement and related to the transactions contemplated herein, and Buyer shall not be entitled to any other relief or remedy against Company. If the Termination Fee is not payable, ▇▇▇▇▇ may pursue any and all remedies available to it against Company on account of a willful and material breach by Company of any of the provisions of this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly. Moreover, if the Company fails promptly to pay the amount due Termination Fee is payable pursuant to this Section 8.18.1(e)(i)(B), and, in order Buyer shall have the right to obtain such payment, Parent commences a suit which results in a judgment pursue any and all remedies available to it against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount account of the fee at willful and material breach by Company of Section 6.8 in lieu of accepting the prime rate Termination Fee under Section 8.4(a). Company may pursue any and all remedies available to it against Buyer on account of PNC Bank, National Association in effect on a willful and material breach by Buyer of any of the date such payment was required to be madeprovisions of this Agreement.

Termination Fee. (a) In The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the event that “Company Termination Fee”) (i) if this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b) or Section 8.03(c), or (iii) if (A) this Agreement is terminated by either the Company or Parent or Subsidiary THL pursuant to Section 7.1(f8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)), 7.1(h(B) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C) within twelve (12) months of such terminationtermination the Company or any of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction (provided that for purposes of this Section 8.06(a), pay Parent a fee equal all references to $8,000,000 (“20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee”) Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (b) In THL will pay, or cause to be paid, to the event that Company an amount equal to US$60,000,000 (the “THL Termination Fee”) (i) if this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), 8.03(a) or 7.1(e8.03(d) and or (ii) if (x) at the time of such termination a Takeover Proposal shall have been made known to this Agreement is terminated by the Company or has been made directly THL pursuant to Section 8.02(a) or Section 8.02(b) (to the Company’s shareholders generally or extent the relevant Order is imposed by applicable PRC Governmental Authority primarily relating to 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 PRC Regulatory Filing), (y) within twelve the condition set forth in Section 7.01(a) (12to the extent the relevant Order is imposed by applicable PRC Governmental Authority primarily relating to any PRC Regulatory Filing) months after and/or the condition set forth in Section 7.02(e) has not been satisfied and has not been waived as of the date of such termination termination, but all other conditions set forth in Section 7.01 and Section 7.02 otherwise have been satisfied (other than those conditions that by their nature are to be satisfied at Closing, but which conditions would have been satisfied if the Closing Date were the date of such termination) or waived, and (z) the Company enters into an agreement has complied with its covenants in Section 6.06 with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that relevant PRC Regulatory Filings in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposalall material respects, such recommendation shall payment to be treated made as though an agreement with respect to promptly as possible (but in any event within ten (10) Business Days) following such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee termination by wire transfer of same day funds not later funds; it being understood that in no event shall THL be required to pay the THL Termination Fee on more than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)one occasion. (c) The In the event that the Company fails to pay the Company Termination Fee, or THL fails to pay the THL Termination Fee, when due and in accordance with the requirements of this Agreement, the Company or THL, as the case may be, shall reimburse the other party for reasonable costs and expenses actually incurred or accrued by the other party (including fees and expenses of counsel) in connection with the collection under and enforcement of this Section 8.06, together with interest on such unpaid Company Termination Fee or THL Termination Fee, as the case may be, commencing on the date that the Company Termination Fee or THL Termination Fee, as the case may be, became due, at the prime rate as published in the Wall Street Journal Table of Money Rates on such date plus 1.00%. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder. (d) Each of the Company, THL and Parent acknowledges that (i) the agreements contained in this Section 8.1 8.06 are an integral part of the transactions contemplated by Transactions, (ii) the damages resulting from termination of this AgreementAgreement under circumstances where a Company Termination Fee or THL Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 8.06(a) or Section 8.06(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate THL or the Company, as the case may be, 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, and that(iii) without the agreements contained in this Section 8.06, without these agreements, Parent and Subsidiary the parties hereto would not enter have entered into this Agreement; accordingly. (e) Notwithstanding any other provision of this Agreement but subject to Section 9.08, if in the event that THL or Parent fails to effect the Merger for any reason or no reason or they otherwise breach this Agreement (whether willfully, intentionally, unintentionally or otherwise) or otherwise fail to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then the Company’s right to terminate this Agreement and receive the THL Termination Fee pursuant to Section 8.06(b) and the expenses pursuant to Section 8.06(c) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise, except any available equitable remedies in accordance with Section 9.08) of any Group Company and all members of the Company fails promptly Group (as defined below) against (i) THL and Parent, (ii) the former, current and future direct or indirect holders of any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, successors or assignees of THL or Parent, (iii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to pay THL or Parent or (iv) any former, current or future direct or indirect holders of any equity, stock, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, successors or assignees of any of the amount due foregoing (clauses (i) through (iv), collectively, the “THL Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Merger or the other Transactions to be consummated (whether willfully, intentionally, unintentionally or otherwise). For the avoidance of doubt, without limitation to the Company’s remedies pursuant to this Section 8.19.08, and, (A) neither THL nor any other member of the THL Group shall have any liability for monetary damages of any kind or nature or arising in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) any circumstance in connection with such suit, together with interest on the amount this Agreement or any of the fee at Transactions other than the prime rate payment of PNC Bankthe THL Termination Fee pursuant to Section 8.06(b) and the expenses pursuant to Section 8.06(c), National Association and (B) in effect on no event shall any Group Company, the date such payment was required direct or indirect shareholders of the Company or any other Group Company, or any of their respective Affiliates, directors, officers, employees, members, managers, partners, representatives, advisors or agents of the foregoing, (collectively, the “Company Group”) seek, or permit to be madesought, on behalf of any member of the Company Group, any monetary damages from any member of the THL Group in connection with this Agreement or any of the Transactions other than (without duplication) from THL or Parent to the extent provided in Section 8.06(b) and Section 8.06(c). (f) Notwithstanding any other provision of this Agreement but subject to Section 9.08, in the event that Company fails to effect the Merger for any reason or no reason or otherwise breaches this Agreement (whether willfully, intentionally, unintentionally or otherwise) or otherwise fails to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then THL’s right to terminate this Agreement and receive the Company Termination Fee pursuant to Section 8.06(a) and the expenses pursuant to Section 8.06(c) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise, except any available equitable remedies in accordance with Section 9.08) of THL and Parent against any member of the Company Group for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Merger or the other Transactions to be consummated (whether willfully, intentionally, unintentionally or otherwise). For the avoidance of doubt, without limitation to THL’s and Parent’s remedies pursuant to Section 9.08, (A) none of the Group Companies shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment of the Company Termination Fee pursuant to Section 8.06(a) and the expenses pursuant to Section 8.06(c), and (B) in no event shall any member of the THL Group seek, or permit to be sought, on behalf of any member of the THL Group, any monetary damages from any member of the Company Group in connection with this Agreement or any of the Transactions, other than (without duplication) from any of the Group Companies to the extent provided in Section 8.06(a) and Section 8.06(c).

Termination Fee. (a) In the event that If Purchaser terminates this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h9.1(e) or 7.1(iSeller terminates this Agreement pursuant to Section 9.1(h), then the Company Seller shall promptlypay to Purchaser, but by wire transfer of immediately available funds to an account designated in no event later than two days after the date of such terminationwriting by Purchaser, pay Parent a fee equal to of $8,000,000 875,000 (the “Termination Fee”) by wire transfer (i) in the case of same day fundsa termination pursuant to Section 9.1(e), within two (2) Business Days after the date of such termination and (ii) in the case of a termination pursuant to Section 9.1(h), concurrently with such termination. (b) In If (i) after the event that date of this Agreement, an Acquisition Proposal is made, proposed or communicated to the Seller Board or becomes publicly known; (ii) thereafter this Agreement is terminated by either the Company Seller or Parent Purchaser pursuant to Sections 9.1(b) or Subsidiary 9.1(d), or by Purchaser pursuant to Section 7.1(a9.1(g), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (yiii) within twelve (12) months after such termination (A) any transaction included within the Company enters into definition of an agreement with respect to such Takeover Proposal or such Takeover Acquisition Proposal is consummated or (it being understood that in B) Seller enters into a definitive agreement providing for the event consummation of any transaction within the Board definition of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Acquisition Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company Seller shall pay Parent the Termination Fee to Purchaser, by wire transfer of same day immediately available funds not later than the date such agreement is entered into (or, if no agreement is entered intoto an account designated in writing by Purchaser, the date Termination Fee within two (2) Business Days of the first to occur of (1) consummation of such transaction is consummatedor (2) execution of such definitive agreement; provided that, solely for purposes of this Section 9.2(b), the term “Acquisition Proposal” shall have the meaning ascribed thereto in this Agreement, except that all references to 20% shall be changed to 50%. (c) The Company Notwithstanding anything herein to the contrary, Purchaser’s right to receive a Termination Fee pursuant to this Section 9.2 under circumstances under which Purchaser is entitled to receive the Termination Fee shall be the sole and exclusive remedy of Purchaser or any of its Affiliates against Seller or its Representatives for any and all losses that may be suffered based upon, resulting from or arising out of the circumstances giving rise to such termination, and upon payment of the Termination Fee to Purchaser, Seller and its Representatives shall have no liability or obligation relating to or arising out of the failure to consummate the Contemplated Transactions. Purchaser agrees that in no event shall Seller be obligated to pay the Termination Fee on more than one occasion. (d) Each of the parties hereto acknowledges that the agreements contained in this Section 8.1 9.2 are an integral part of the transactions contemplated by this Agreement, and thatthat the Termination Fee is not a penalty, without these agreementsbut rather is a reasonable amount that will compensate Purchaser 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 on the expectation of the consummation of the Contemplated Transactions, Parent and Subsidiary each of which amounts would not enter into this Agreement; accordinglyotherwise be impossible to calculate with precision. In addition, if the Company Seller fails promptly to pay the in a timely manner any amount due pursuant to this Section 8.19.2(a) or Section 9.2(b), andas applicable, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company then Seller shall reimburse Purchaser for the fee set forth in this Section 8.1, the Company shall pay to Parent its all reasonable costs and expenses (including attorneys’ disbursements and fees and expensesof counsel) incurred in the collection of such overdue amount, including in connection with such suitany related actions, together with interest on the amount of the fee at the prime rate of PNC Banklitigation, National Association in effect on the date such payment was required to be madeor other proceeding commenced.

Termination Fee. (a) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h8.1(c)(ii) or 7.1(iSection 8.1(d)(ii), then the Company shall promptlypay to Parent (or as directed by Parent), but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. , an amount equal to $8.5 million (bsuch amount, the “Company Termination Fee”) In the as promptly as reasonably practicable (and in any event that within two (2) Business Days after such termination). If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a8.1(b)(iii), 7.1(d)then, or 7.1(e) and if in the event that, (xi) at any time after the time date of this Agreement and prior to such termination a Takeover Proposal shall have been made known to the Company or has been made directly to the Company’s shareholders generally or any person Third Party shall have publicly announced made, publicly proposed or publicly disclosed an intention (whether or not conditional) to make a bona fide Acquisition Proposal, which bona fide Acquisition Proposal was not retracted or rescinded prior to such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn termination and (yii) within twelve (12) months after such of the termination of this Agreement, the Company or any of its Subsidiaries enters into an a definitive agreement with respect to such Takeover Acquisition Proposal or and such Takeover Acquisition Proposal is consummated (it being understood that for this purpose, substituting “fifty percent (50%)” for each reference to “twenty percent (20%)” in the event the Board definition of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Acquisition Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee pay, or cause to be paid, to Parent, by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered intofunds, the date Company Termination Fee, such transaction is consummated)payment to be made promptly (and in any event within two (2) Business Days) after the consummation of, such Acquisition Proposal. (cb) The Company acknowledges that the agreements contained in this Section 8.1 8.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, Parent and Subsidiary the Merger Subsidiaries would not enter into this Agreement; accordingly, if . If the Company fails promptly to pay the amount due pursuant to this Section 8.1Company Termination Fee when due, and, in order to obtain such payment, payment Parent commences a suit legal action which results in a judgment against the Company for all or any portion of the fee set forth in this Section 8.1Company Termination Fee, the Company shall pay to Parent its costs reasonable documented out-of-pocket costs, fees and expenses (including reasonable attorneys’ fees and expensesfees) in connection with such suitaction. In circumstances where a Company Termination Fee is payable, together with interest on the amount upon payment of the fee at Company Termination Fee, the prime rate of PNC Bank, National Association in effect on Company shall have no further liability to Parent or the date such payment was required Merger Subsidiaries with respect to be madethis Agreement or the transactions contemplated hereby.

Termination Fee. (a) In the event that If this Agreement is terminated by either (i) Acquirer or the Company or Parent or Subsidiary pursuant to Section 7.1(f7.1(b) or Section 7.1(c) (to the extent such Order relates to the HSR Act), 7.1(h) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (xii) at the time of such termination a Takeover Proposal termination, any of the conditions set forth in Section 6.1(b), Section 6.1(c) or Section 6.3(c) were not satisfied by the Company or waived by Acquirer and (iii) at the time of such termination, each of the other conditions in Section 6.1 and Section 6.3 was satisfied (other than conditions that by their nature are only to be satisfied at the Closing; provided that such conditions were then capable of being satisfied), then Acquirer shall have been made known pay, or cause to be paid, to the Company or has been made directly an amount equal to $30,000,000 (the “Reverse Termination Fee”). (b) Notwithstanding anything to the Company’s shareholders generally contrary in this Agreement, (i) if Acquirer fails to effect the Closing when required by Section 1.1(c), or any person shall have publicly announced an intention otherwise breaches this Agreement (whether willfully, intentionally, unintentionally or not conditionalotherwise), then (A) a decree or order of specific performance or an injunction or other equitable relief or (B) the termination of this Agreement pursuant to make such a Takeover Proposal Section 7.1(e) and in each such case such Takeover Proposal receipt of the Reverse Termination Fee (which, for the avoidance of doubt, shall not have been withdrawn include any interest payments thereon) pursuant to the last sentence of Section 7.3(d), shall be the sole and exclusive remedies (ywhether at law, in equity, in contract, in tort or otherwise) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by (and any other Person) against the shareholders Acquirer for any breach, cost, expense, loss or damage suffered as a result thereof or in connection therewith or related thereto. For the avoidance of doubt, nothing shall prohibit the Company of a tender offer with respect from seeking an injunction, specific performance and/or other equitable relief pursuant to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)Section 8.9. (c) The Upon proper payment of the Reverse Termination Fee pursuant to Section 7.3(a) and in any case subject to Section 7.3(b), Acquirer will not have any further liability or obligation to the Company (or any other Person) relating to or arising out of this Agreement or the Transactions (except that the Acquirer shall continue to be bound by any confidentiality or non-disclosure agreement). All proceedings or claims that may be based upon, in respect of, arise under or relate in any manner to (i) this Agreement, (ii) the negotiation, execution or performance of this Agreement, (iii) any breach of this Agreement and (iv) any failure of the Merger or the other Transactions contemplated hereby, may be made only against the Persons that are expressly identified as parties to this Agreement. For the avoidance of doubt, while the Company may pursue both a grant of specific performance in accordance with Section 8.9 and the payment of the Reverse Termination Fee under Section 7.3(a), under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance to cause the Closing to be consummated in any case subject to the terms of Section 8.9 and all or any portion of the Reverse Termination Fee. (d) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.1 7.3 are an integral part of the transactions contemplated by Transactions, (ii) the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company in the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this AgreementAgreement 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, and that, (iii) without these agreements, Parent and Subsidiary the parties would not enter into this Agreement; accordingly. Accordingly, if (i) the Company Reverse Termination Fee is payable pursuant to Section 7.3(a), (ii) Acquirer fails promptly to pay the amount due pursuant to this Reverse Termination Fee in the timeframe set forth in Section 8.1, and, 7.3(a) and (iii) in order to obtain such paymentthe Reverse Termination Fee, Parent the Company commences a suit which that results in a judgment against the Company Acquirer for the fee set forth in this Section 8.1Reverse Termination Fee or any portion thereof, the Company Acquirer shall pay to Parent the Company its reasonable costs and expenses (including attorneys’ fees and expensesfees) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made.

Termination Fee. (a) In the event that of termination of this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f7.1(h), 7.1(h) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date make payment to Purchaser of such termination, pay Parent a termination fee equal to of $8,000,000 (the “Termination Fee”) by wire transfer of same day funds3,167,500. (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 $3,167,500. (c) If (i) this Agreement is terminated (A) by either the Company or Parent or Subsidiary party pursuant to Section 7.1(a), 7.1(d), 7.1(b)(i) or (B) by Purchaser pursuant to Section 7.1(e) if the breach giving rise to such termination was knowing or intentional, and if (xii) at the time of such termination a Takeover Proposal shall have been made known 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 7.1(b)(i)) or the date of termination (in the case of termination pursuant to Section 7.1(e)), an Acquisition Proposal has been made directly to the Company’s shareholders generally publicly announced, disclosed 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 communicated and (yiv) within twelve (12) months after of such termination the Company enters shall consummate or enter into an any agreement with respect to such Takeover the Acquisition Proposal or such Takeover Proposal is consummated set forth in clause (it being understood that in the event the Board iii) of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such datethis Section 7.2(c), then the Company shall pay Parent the Termination Fee make payment to Purchaser of a termination fee of $3,167,500. (d) The fee payable pursuant to Section 7.2(a) or (b) shall be made by wire transfer of same day immediately available funds not later than at the date such agreement is entered into time of termination. Any fee payable pursuant to Section 7.2(c) shall be made by wire transfer of immediately available funds within two (or, if no agreement is entered into, the date such transaction is consummated). (c2) Business Days after notice of demand for payment. The Company acknowledges and Purchaser acknowledge that the agreements contained in this Section 8.1 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary Purchaser would not enter into this Agreement; accordingly, if . The amount payable by the Company fails promptly to pay the amount due 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 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest Agreement or on the amount of the fee at the prime rate of PNC Bank, National Association bases specified in effect on the date such payment was required to be madesections.

Termination Fee. (ai) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f7.1(c) or 7.1(d), 7.1(hpursuant to Section 7.1(e) as a result of a willful breach by the Company, or pursuant to Section 7.1(e) or 7.1(i7.1(f) as a result of the withdrawal or modification of the Financial Advisor's fairness opinion referred to in Section 3.1(m), then the Company shall promptly, but (provided that neither Parent nor Sub is then in no event later than two days after material breach of its obligations under this Agreement) promptly pay to the date of such termination, pay Parent a fee in cash an amount equal to the aggregate out-of-pocket costs and reasonable expenses of Parent and Sub in connection with this Agreement and the transactions contemplated hereby, up to an aggregate amount not to exceed $8,000,000 750,000, including, without limitation, commitment, appraisal and other fees relating to the Financing and the reasonable fees and disbursements of accountants, attorneys and investment bankers, whether retained by Parent or by any other person (the “Termination Fee”) by wire transfer of same day fundscollectively, "Expenses"). (bii) In the event that addition to any required payment of Expenses, if this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(c) or 7.1(d), or pursuant to Section 7.1(e) as a result of a willful breach by the Company, then the Company shall (provided that neither Parent nor Sub is then in material breach of its obligations under this Agreement) promptly pay to Parent the sum of $1,500,000 in cash (the "Termination Fee"). (iii) The sum of the Expenses and the Termination Fee, if (xany, shall be referred to herein as the "Termination Amount." The rights of Parent to receive the Termination Amount shall be in lieu of any damages remedy or claim by Parent or Sub against the Company for termination of this Agreement pursuant to Section 7.1(c) at or 7.1(d), Section 7.1(e) in the time event of such termination a Takeover Proposal shall have been made known to willful breach by the Company or has been made directly pursuant to Section 7.1(f) as a result of the Company’s shareholders generally or any person shall have publicly announced 's reliance on the condition set forth in Section 6.3(d). (iv) Notwithstanding the provisions of Section 7.2(b)(ii) above, if this Agreement is terminated pursuant to Section 7.1(f) as a result of the Company's reliance on the condition set forth in Section 6.3(d) at a time when Parent is ready, willing and able (other than as a result of an intention (whether or not conditionalinability to consummate the Financing solely because of the withdrawal of the Financial Advisor's fairness opinion referred to in Section 3.1(m)) to make proceed with the transactions contemplated hereby but for the withdrawal of such a Takeover Proposal fairness opinion, and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months one year after such termination termination, the Company enters into an agreement relating to an Acquisition Proposal with respect to such Takeover Proposal a person other than Parent or such Takeover Proposal is consummated (it being understood that in Sub or their Affiliates and Associates, or the event the Company's Board of Directors recommends or resolves to recommend to the Company's stockholders approval and acceptance of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover an Acquisition Proposal, then, upon the entry into such agreement or the making of such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1or resolution, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeTermination Fee.

Termination Fee. (ai) In the event that (A) Parent shall terminate this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f7.1(g), 7.1(hor (B) this Agreement shall be terminated (x) pursuant to Section 7.1(b) or 7.1(i(y) pursuant to Section 7.1(d)(i) and, in the case of clause (B)(x) or clause (B)(y), then (1) prior to such termination, a bona fide Acquisition Proposal shall have been announced or shall otherwise have become publicly known and (2) within 12 months after such termination, Company shall enter into a definitive agreement providing for any Company Acquisition or any Company Acquisition shall be consummated, then, in the case of clause (A) or (B), respectively, Company shall pay to Parent cash and issue to Parent shares of Company Common Stock, in such combination as Company may elect (provided that the cash component must be at least $20 million) with an aggregate value (such shares of Company Common Stock to be valued at $24.125 per share for all purposes of this Section 7.3(b)(i)) of $50 million (the "TERMINATION FEE"). In the event this Agreement shall be terminated as set forth in clause (A), the Termination Fee shall be payable in two installments of equal value, the first of which shall be paid contemporaneously with the termination of this Agreement pursuant to Section 7.1(g), and the second of which shall be due and payable on the 30th day after such termination. In the event this Agreement shall be terminated as set forth in clause (B), the Termination Fee shall be payable in two installments of equal value, the first of which shall be paid contemporaneously with the execution of a definitive agreement providing for the Company Acquisition, and the second of which shall promptly, but in no event later than two be due and payable on the earlier to occur of (i) the consummation of such Company Acquisition and (ii) the 90th days after the date of execution of the definitive agreement relating to such termination, Company Acquisition. If Company satisfies its obligation to pay the Termination Fee in part by delivering to Parent a fee equal to $8,000,000 shares of Company Common Stock (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a"TERMINATION FEE SHARES"), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal then Parent shall have been made known be entitled to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement registration rights with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that shares as described in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent Option Agreement (treating the Termination Fee by wire transfer Shares for all purposes of same day funds not later than Section 7 of the date such agreement is entered into Option Agreement as if they were Option Shares (or, if no agreement is entered into, as defined in the date such transaction is consummatedOption Agreement)). (cii) The Company acknowledges that the agreements contained in this Section 8.1 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay in a timely manner the amount amounts due pursuant to this Section 8.1, 7.3(b) and, in order to obtain such payment, Parent commences makes a suit which claim that results in a judgment against the Company for the fee amounts set forth in this Section 8.17.3(b), the Company shall pay to Parent its actual out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and expenses) in connection with such suit, together with interest on the amount of the fee amounts set forth in this Section 7.3(b) at the prime rate of PNC BankCitibank, National Association N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of fraud in connection with or willful breach of this Agreement. (iii) In the event that Parent shall terminate this Agreement pursuant to Section 7.1(f), then Company shall promptly reimburse Parent for Parent's costs and expenses in connection with this Agreement and the transactions contemplated hereby. (iv) 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 60% 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 40% 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" (as defined under Section 13(d) of the Exchange Act) (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. (v) For purposes only of this Section 7.3(b), each reference to "15%" in the definition of Acquisition Transaction set forth in Section 5.4(a) shall be deemed to be "40%," and the reference to "85%" in such definition shall be deemed to be "60%." (vi) In the event that Company shall terminate this Agreement pursuant to Section 7.1(e), then Parent shall promptly reimburse Company for Company's costs and expenses in connection with this Agreement and the transactions contemplated hereby.

Termination Fee. (a) In the event that Notwithstanding Section 10.2, (i) if this Agreement is terminated by either the Company or Parent or Subsidiary Buyer pursuant to Section 7.1(f), 7.1(h) or 7.1(i10.1(a)(iv)(A), then the Company Seller Parent shall promptlypay to Buyer, but in no event later than two days within five Business Days after the date of such termination, pay Parent as liquidated damages and not as penalty, a termination fee equal to $8,000,000 10,000,000 (the “Termination Fee”) by wire transfer Wire Transfer and (ii) if this Agreement is terminated by Sellers pursuant to Section 10.1(a)(iv)(B), then Buyer shall pay, as liquidated damages and not as penalty, the Termination Fee to the Seller Representative on behalf of same day fundsall Sellers by Wire Transfer within five Business Days after the date of such termination. The payment of the Termination Fee by Buyer will be the exclusive remedy of Sellers for Losses arising as a result of any actions taken as set forth on Schedule 6.1(B). Subject to the preceding sentence, the payment by any party of the Termination Fee shall not be an exclusive remedy for purposes of this Agreement and shall in no way limit any rights of the party receiving the Termination Fee from bringing any Claim with respect to any matter described in Section 10.2(i) or Section 10.2(ii) and receiving an award of any remedy with respect thereto; provided, however, that the amount of any damages award received by such party shall be reduced by the amount received by such party in respect of the Termination Fee (excluding any amount received pursuant to Section 10.3(b)). (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges parties hereto acknowledge that the agreements contained in this Section 8.1 10.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, Parent and Subsidiary the other parties would not enter have entered into this Agreement; accordingly. Accordingly, if the Company either party fails promptly to pay the amount Termination Fee when due pursuant to under this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in 10.3 and the other party successfully obtains a judgment against the Company such party for the fee set forth in this Section 8.1amount of such Termination Fee, the Company shall pay such non-breaching party will also be entitled to Parent its all reasonable out-of-pocket costs and expenses (including attorneys’ reasonable fees and expensesdisbursements of counsel, financial advisers, actuaries and accountants) incurred by such party in connection with such suit, together with interest on the amount of such judgment from the fee date the Termination Fee was first required to be paid under this Section 10.3 to the date of actual payment at a rate per annum equal to rate applicable to the prime rate of PNC Bank, National Association published in effect The Wall Street Journal on the date such payment the Termination Fee was first required to be madepaid under this Section 10.3 plus 4%, compounded quarterly.

Termination Fee. (aA) In the IF THIS AGREEMENT IS TERMINATED BY THE COMPANY PURSUANT TO SECTION 8.1(K), then in such event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to shall pay Purchaser the Company Termination Fee in immediately available funds, in accordance with Section 7.1(f6.6(e). (B) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, 7.1(h) or 7.1(i)IF THE COMPANY TERMINATION FEE SHALL BECOME DUE AND PAYABLE IN ACCORDANCE WITH THIS SECTION 8.4, then the Company Termination Fee shall promptly, but in no event later than two days after be the date sole and exclusive remedy of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either Purchaser against the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) from and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors and payment of the Company recommends acceptance by the shareholders of the Company of a tender offer Termination Fee in full pursuant to and in accordance with respect to such Takeover Proposalthis Section 8.4, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent have no further Liability of any kind for any reason in connection with this Agreement or the Termination Fee by wire transfer termination contemplated hereby other than as set forth in Section 8.2 and this Section 8.4. Each of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company Parties acknowledges that the agreements contained Company Termination Fee is not intended to be a penalty but rather is liquidated damages in a reasonable amount that will compensate Purchaser in the circumstances in which such Company Termination Fee is due and payable, for the efforts and resources expended and opportunities foregone while negotiating this Section 8.1 are an integral part Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreementhereby, and that, without these agreements, Parent and Subsidiary which amount would not enter into this Agreement; accordingly, if otherwise be impossible to calculate with precision. In no event shall Purchaser be entitled to payment of the Company fails promptly to pay the amount due pursuant to this Section 8.1Termination Fee on more than one occasion. (C) EACH OF THE COMPANY, andPURCHASER AND MERGER SUB ACKNOWLEDGES THAT THE AGREEMENTS CONTAINED IN THIS SECTION ARE AN INTEGRAL PART OF THE TRANSACTIONS CONTEMPLATED HEREBY, in order to obtain such paymentAND THAT, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1WITHOUT THESE AGREEMENTS, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suitTHE COMPANY, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madePURCHASER AND MERGER SUB WOULD NOT ENTER INTO THIS AGREEMENT.

Termination Fee. (a) In the event that this Agreement is terminated NAL shall pay to FNFG, by either the Company or Parent or Subsidiary pursuant to Section 7.1(f)wire transfer of immediately available funds, 7.1(h) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 60,000,000 (the “Termination Fee”) as follows: (1) in the event that FNFG shall terminate this Agreement pursuant to Section 8.01(c)(1)(A) or (B), NAL shall pay to FNFG the Termination Fee no later than the second business day following such termination; or (2) in the event that (A) FNFG shall terminate this Agreement pursuant to Section 8.01(b) or Section 8.01(c)(1)(C) or either of FNFG or NAL shall terminate this Agreement pursuant to Section 8.01(d), and (B) at any time after the date of this Agreement and prior to such termination, a bona fide Acquisition Proposal with respect to NAL shall have been made public and not withdrawn or abandoned, and (C) following the announcement of such Acquisition Proposal, NAL shall have breached any of its representations, warranties, covenants or agreements set forth in this Agreement, then NAL shall pay to FNFG the Termination Fee (x) if such breach was other than one described in the succeeding clause (y) of this sentence, and only if an Acquisition Proposal with respect to NAL is consummated, or a definitive agreement is entered into by wire transfer NAL with respect to an Acquisition Proposal with respect to NAL, within 15 months from the date of same such termination, no later than the fifth business day fundsafter such Acquisition Proposal is consummated, or (y) if such breach was a knowing, intentional, willful or material breach of Sections 6.01, 6.02(a), 6.03(a), 6.06(a), 6.08 or 6.10, on the second business day immediately following such termination. (b) In the event that NAL shall terminate this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a8.01(c)(2), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company FNFG shall pay Parent to NAL the Termination Fee by wire transfer of same day immediately available funds not no later than the date second business day following such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)termination. (c) The Company acknowledges NAL and FNFG acknowledge that the agreements contained in this Section 8.1 8.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary neither party would not enter into this Agreement; accordingly, if . The amounts payable by NAL and FNFG pursuant to Section 8.03(a) and (b) hereof constitute liquidated damages and not a penalty and shall be the Company sole monetary remedy of such party in the event of termination of this Agreement on the bases specified in such section. In the event that either party fails promptly to pay the amount when due pursuant to any amounts payable under this Section 8.18.03, and, in order to obtain then (1) such payment, Parent commences a suit which results in a judgment against party shall reimburse the Company other party for the fee set forth in this Section 8.1, the Company shall pay to Parent its all costs and expenses (including attorneys’ disbursements and reasonable fees and expensesof counsel) incurred in connection with the collection of such suitoverdue amount, together with and (2) such party shall pay to the other party interest on such overdue amount (for the amount period commencing as of the fee date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to the prime rate of PNC Bank, National Association published in effect The Wall Street Journal on the date such payment was required to be made.

Termination Fee. (ai) In the event that (1) Parent shall terminate this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f8.1.G. or (2) this Agreement shall be terminated (x) pursuant to Section 8.1.B. or (y) pursuant to Section 8.1.D. and, in the case of either (x) or (y), 7.1(h(a) at or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of prior to such termination, there shall exist or have been proposed an Acquisition Proposal and (b) within 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 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 a fee an amount in cash equal to One Million Three Hundred Thousand and No/100 Dollars ($8,000,000 1,300,000.00) (the “"Termination Fee”) by wire transfer of same day funds"). (bii) In the event that Parent shall terminate this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a8.1.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"), 7.1(d)and if, or 7.1(ewithin nine (9) and if (x) at the time months of such termination of this Agreement, Company shall enter into a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an definitive agreement with respect to such Takeover Proposal any Company Acquisition or such Takeover Proposal is consummated (it being understood that in any Company Acquisition involving Company shall be consummated, then concurrently with the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company execution of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an definitive agreement with respect to to, or the consummation of, as applicable, such Takeover Proposal had been entered into on such date)Company Acquisition, then the Company shall pay to Parent an amount in cash equal to the amount by which the Termination Fee exceeds the amount of Parent's Expenses previously reimbursed by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)Company pursuant hereto. (ciii) The Company acknowledges that the agreements contained in this Section 8.1 8.3.B. are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay in a timely manner the amount amounts due pursuant to this Section 8.1, 8.3.B. and, in order to obtain such payment, Parent commences makes a suit which claim that results in a judgment against the Company for the fee amounts set forth in this Section 8.18.3.B., the Company shall pay to Parent its costs and expenses (including attorneys’ ' fees and expenses) in connection with such suit, together with interest on the amount of the fee amounts set forth in this Section 8.3.B. at the prime rate of PNC interest as reported by SunTrust Bank, National Association N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 8.3.B. shall not be in lieu of damages 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 The parties agree that if this Agreement is terminated by either Parent in accordance with Section 7.1(e) or by the Company or Parent or Subsidiary pursuant to in accordance with Section 7.1(f), 7.1(h) or 7.1(i), then the Company shall promptlypay (or cause to be paid) to Parent (or its designee) prior to or concurrently with such termination, but in no event later than the case of a termination by the Company, or within two days after (2) Business Days thereafter, in the case of a termination by Parent, a termination fee equal to eighteen million dollars ($18,000,000) (the “Company Termination Fee”). (b) The parties agree that (i) if this Agreement is terminated in accordance with Section 7.1(b), Section 7.1(d) or Section 7.1(i) and, prior to the date of such termination, pay Parent a fee equal to $8,000,000 Company Acquisition Proposal is (the “Termination Fee”A) made public by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 other Person and (yB) not withdrawn, and (ii) within twelve (12) months after such termination (A) the Company enters into an a definitive agreement with respect to such Takeover any Company Acquisition Proposal or such Takeover (B) any Company Acquisition Proposal is consummated (it being understood that in the event the Board of Directors of consummated, then the Company recommends acceptance by the shareholders of shall pay (or cause to be paid) the Company Termination Fee to Parent (or its designee), prior to or concurrently therewith. For the avoidance of a tender offer doubt, the Company shall not be obligated to pay the Company Termination Fee with respect to any Company Acquisition Proposal unless such Takeover Company Acquisition Proposal is consummated. For purposes of this Section 7.3(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 8.4, such recommendation except that the references to “20% or more” shall be treated as though an agreement with respect deemed to such Takeover Proposal had been entered into on such datebe references to “more than 50%.” (c) The parties agree that if this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d), then the Company shall pay reimburse Parent for all reasonable out-of-pocket fees and expenses incurred or paid by Parent or Merger Sub in connection with the Termination Fee by wire transfer negotiation of same day funds not later than this Agreement or the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part consummation of any of the transactions contemplated by this Agreement, including all due diligence and financing costs, filing fees, printing fees and fees and expenses of law firms, commercial banks, investment banking firms, accountants, experts and consultants, not to exceed nine million dollars ($9,000,000) (“Parent Expenses”). Parent Expenses will be reimbursed within ten (10) days after presentation by Parent of a ▇▇▇▇ (which Parent may do within ninety (90) days after this Agreement is terminated) that sets forth in reasonable detail the amount and nature of each item of expense for which reimbursement is sought. If Parent becomes entitled to receive a Company Termination Fee by reason of Section 7.3(b), the amount paid by the Company as expense reimbursement under this Section 7.3(c) will be credited against the Company Termination Fee. (d) The parties agree that if this Agreement is terminated by the Company in accordance with Section 7.1(h), then Parent shall pay (or cause to be paid) to the Company (or its designee) prior to or concurrently with such termination, in the case of a termination by Parent, or within two (2) Business Days thereafter, in the case of a termination by the Company, a termination fee equal to forty million dollars ($40,000,000) (the “Parent Termination Fee”). (e) The parties agree that (i) if this Agreement is terminated in accordance with Section 7.1(b), Section 7.1(g) or Section 7.1(j) and, prior to the date of such termination, a Parent Acquisition Proposal is (A) made public by Parent or any other Person and (B) is not withdrawn, and (ii) within twelve (12) months after such termination (A) Parent enters into a definitive agreement with respect to any Parent Acquisition Proposal or (B) any Parent Acquisition Proposal is consummated, then Parent shall pay (or cause to be paid) the Parent Termination Fee to the Company (or its designee), prior to or concurrently therewith. For the avoidance of doubt, Parent shall not be obligated to pay the Parent Termination Fee with respect to any Parent Acquisition Proposal unless such Parent Acquisition Proposal is consummated. For purposes of this Section 7.3(e), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 8.4, except that the references to “20% or more” shall be deemed to be references to “more than 50%.” (f) The parties agree that if this Agreement is terminated by Parent or the Company pursuant Section 7.1(g), then Parent shall reimburse the Company for all reasonable out-of-pocket fees and expenses incurred or paid by the Company and any Company Subsidiaries in connection with the negotiation of this Agreement or the consummation of any of the transactions contemplated by this Agreement, including all due diligence and financing costs, filing fees, printing fees and fees and expenses of law firms, commercial banks, investment banking firms, accountants, experts and consultants, not to exceed fifteen million dollars ($15,000,000) (“Company Expenses”). Company Expenses will be reimbursed within ten (10) days after presentation by the Company of a ▇▇▇▇ (which the Company may do within ninety (90) days after this Agreement is terminated) that sets forth in reasonable detail the amount and nature of each item of expense for which reimbursement is sought. (g) The Company, Parent and Merger Sub acknowledge that the agreements contained in this Section 7.3 are an integral part of this Agreement and that, without these agreementsthis Section 7.3, the Company, Parent and Subsidiary Merger Sub would not enter have entered into this Agreement; accordingly. Accordingly, if the Company or Parent fails to promptly to pay the any amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.17.3, the Company or Parent, as applicable, shall pay to Parent its the non-breaching party all reasonable fees, costs and expenses of enforcement (including reasonable attorneys’ fees and expenses) as well as reasonable expenses incurred in connection with any action initiated by such suitnon-breaching party), together with interest on the amount of the fee Company Termination Fee, the Parent Termination Fee, any Company Expenses or any Parent Expenses, as applicable, at the prime lending rate of PNC Bankas published in The Wall Street Journal, National Association in effect on the date such payment was is made. (h) For the avoidance of doubt, (i) in no event shall Parent or the Company be required to pay the Parent Termination Fee or Company Termination Fee, as applicable, on more than one (1) occasion, (ii) while Parent and Merger Sub may pursue, in the alternative and at their sole discretion, both a grant of specific performance in accordance with Section 8.14 and the payment of the Company Termination Fee under Section 7.3, under no circumstances shall Parent and Merger Sub be madepermitted or entitled to receive both a grant of specific performance and the Company Termination Fee and (iii) while the Company may pursue, in the alternative and at its sole discretion, both a grant of specific performance in accordance with Section 8.14 and the payment of the Parent Termination Fee under Section 7.3, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance and the Parent Termination Fee. The payment by the Company of the Company Termination Fee pursuant to Section 7.3(a) or Section 7.3(b) and, to the extent applicable, any amounts payable under Section 7.3(c) or Section 7.3(g), shall be the sole and exclusive remedy of Parent, Merger Sub and their respective affiliates and Representatives in the event of termination of this Agreement under circumstances requiring the payment of a Company Termination Fee pursuant to Section 7.3(a) or Section 7.3(b); provided that no such payment shall relieve the Company of any liability or damages to Parent or Merger Sub resulting from any material breach of Section 5.3. The payment by Parent of the Parent Termination Fee pursuant to Section 7.3(d) or Section 7.3(e) and, to the extent applicable, any amounts payable under Section 7.3(f) or Section 7.3(g), shall be the sole and exclusive remedy of the Company and its affiliates and Representatives in the event of termination of this Agreement under circumstances requiring the payment of a Parent Termination Fee pursuant to Section 7.3(d) or Section 7.3(e); provided that no such payment shall relieve Parent or Merger Sub of any liability or damages to the Company resulting from any material breach of Section 5.4.

Termination Fee. (ai) In the event that If Parent terminates this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f)8.1(a)(iv) and Parent and Purchaser are not in material breach of this Agreement either at the time of such termination or at the time of such Change in Recommendation, 7.1(h) or 7.1(i), then the Company shall promptly, but in no event later than two within three (3) business days after the date of such termination, termination pay Parent a fee equal to of $8,000,000 165 million in cash (the “Termination Fee”) by wire transfer and, upon the payment of same day fundsthe Termination Fee, the Company shall have no further liability with respect to this Agreement or the Transactions to Parent or Purchaser. (bii) In If the event that Company terminates this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a8.1(a)(v), 7.1(d)prior to or concurrent with, or 7.1(e) and if (x) at as a condition to, the time effectiveness of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1termination, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suitthe Termination Fee and, together with interest on upon the amount payment of the fee Termination Fee, the Company shall have no further liability with respect to this Agreement or the Transactions to Parent or Purchaser. (iii) If Parent or Purchaser terminates this Agreement pursuant to Section 8.1(a)(ii), or if the Company, Parent or Purchaser terminates this Agreement pursuant to Section 8.1(a)(iii), and in either case, prior to such termination a Competing Proposal had been disclosed and not withdrawn and within six (6) months of either such termination the Company consummates a transaction with respect to a Competing Proposal or enters into an agreement providing for a Competing Proposal that is subsequently consummated, the Company shall, prior to the effectiveness of such consummation, pay to Parent the Termination Fee. (iv) For purposes of Section 8.2(b)(iii), the term “Competing Proposal” shall have the meaning assigned to such term in Section 9.5, except that the reference to “at least 20%” in the prime rate definition of PNC Bank, National Association in effect on the date such payment was required “Competing Proposal” shall be deemed to be madea reference to “at least 50%” with respect to Competing Proposals that are consummated or agreements entered into with respect thereto during the six (6) month period following termination described in Section 8.2(b)(iii).

Termination Fee. (ai) In the event that (1) Parent shall terminate this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f8.1.G. or (2) this Agreement shall be terminated (x) pursuant to Section 8.1.B. or (y) pursuant to Section 8.1.D. and, in the case of either (x) or (y), 7.1(h(a) at or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of prior to such termination, there shall exist or have been proposed an Acquisition Proposal and (b) within 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 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 a fee an amount in cash equal to Two Hundred Fifty Thousand and No/100 Dollars ($8,000,000 250,000.00) (the “"Termination Fee”) by wire transfer of same day funds"). (bii) In the event that Parent shall terminate this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a8.1.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"), 7.1(d)and if, or 7.1(ewithin nine (9) and if (x) at the time months of such termination of this Agreement, Company shall enter into a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an definitive agreement with respect to such Takeover Proposal any Company Acquisition or such Takeover Proposal is consummated (it being understood that in any Company Acquisition involving Company shall be consummated, then concurrently with the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company execution of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an definitive agreement with respect to to, or the consummation of, as applicable, such Takeover Proposal had been entered into on such date)Company Acquisition, then the Company shall pay to Parent an amount in cash equal to the amount by which the Termination Fee exceeds the amount of Parent's Expenses previously reimbursed by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)Company pursuant hereto. (ciii) The Company acknowledges that the agreements contained in this Section 8.1 8.3.B. are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay in a timely manner the amount amounts due pursuant to this Section 8.1, 8.3.B. and, in order to obtain such payment, Parent commences makes a suit which claim that results in a judgment against the Company for the fee amounts set forth in this Section 8.18.3.B., the Company shall pay to Parent its costs and expenses (including attorneys’ ' fees and expenses) in connection with such suit, together with interest on the amount of the fee amounts set forth in this Section 8.3.B. at the prime rate of PNC interest as reported by SunTrust Bank, National Association N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 8.3.B. shall not be in lieu of damages 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 If Purchaser exercises its right to terminate this Agreement is terminated by either under Section 7.1(f) or the Company or Parent or Subsidiary pursuant exercises its right to terminate this Agreement under Section 7.1(f7.1(g), 7.1(h) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to Purchaser on demand $8,000,000 400,000 (the “Company Termination Fee”) by wire transfer of same ), payable in same-day funds, to reimburse Purchaser for its time, expense, opportunity costs and other costs and damages associated with pursuing the Offer and the Merger. (b) In If within twelve months after termination of this Agreement under Section 7.1(d), the event Company shall enter into any agreement relating to a Company Takeover Proposal with a Person other than Purchaser, Merger Sub or one of their Affiliates or a Company Takeover Proposal with a Person other than Purchaser, Merger Sub or one of their Affiliates is consummated, then, immediately prior to, and as a condition of, entering into such agreement or the consummation of such transaction, as the case may be, the Company shall pay to Purchaser upon demand the Termination Fee, payable in same-day funds, to reimburse Purchaser for its time, expense, opportunity costs and other costs and damages associated with pursuing the Offer and the Merger; provided that no such amount shall be payable if the Termination Fee shall have been paid in accordance with Section 7.3(a) of this Agreement. For purposes of this Section 7.3(b), a “Company Takeover Proposal” shall have the meaning set forth in Section 4.8 hereof, except that references to “20%” in such definition shall be replaced by “66-2/3%.” (c) If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay pay, as promptly as possible (but in any event within one business day) following receipt of an invoice therefor, all documented, out-of-pocket fees and expenses (including reasonable legal fees and expenses) incurred by Parent and its affiliates on or prior to the Termination Fee by wire transfer termination of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained this Agreement in this Section 8.1 are an integral part of connection with the transactions contemplated by this Agreement, and thatincluding, without these agreementsbut not limited to the Offer (“Parent Expenses”), as directed by Parent and Subsidiary would not enter into this Agreementin writing, up to a maximum of $200,000; accordinglyprovided, if however, that the Company fails promptly may deduct from any Termination Fee it is or becomes required to pay the amount due pursuant to this Section 8.17.3(b) hereof, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeany Parent Expenses actually paid.

Termination Fee. (a) In the event that If (i) this Agreement is terminated other than with respect 10.01(c) and (ii) ListCo sells and issues Equity Securities during the Interim Period except for the Exempt Issuance, then, ListCo shall pay, or cause to be paid, to the Company, in cash at the time specified in the following sentence, a fee in the amount equal to the higher of (i) 70% of cash ListCo has as of the date of Termination by either ListCo or the Company or Parent or Subsidiary pursuant to Section 7.1(fCompany, as applicable, and (ii) $2,000,000 (“ListCo Termination Fee”), 7.1(h. The ListCo Termination Fee shall be paid as follows within ten (10) or 7.1(i), then the Company shall promptly, but in no event later than two days Business Days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer termination of same day fundsthis Agreement. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors Any payment of the Company recommends acceptance by ListCo Termination Fee or the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation Collection Expenses shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee made by wire transfer of same day immediately available funds not later than to an account designated in writing by the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)Company. (c) The Parties agree and understand that (i) in no event shall ListCo be required to pay, or cause to be paid, the ListCo Termination Fee on more than one occasion and (ii) in no event shall the Company acknowledges be entitled, pursuant to this Section 10.03, to receive an amount greater than the ListCo Termination Fee plus any Collection Expenses. Notwithstanding anything to the contrary in this Agreement, except in the case of fraud, (x) the Company’s receipt of the ListCo Termination Fee in the event such ListCo Termination Fee is due and payable pursuant to Section 10.03(a) from, or on behalf of, ListCo pursuant thereto, together with any Collection Expenses, shall be the sole and exclusive remedy of the Company against ListCo and its Group Companies and their respective former, current or future partners, stockholders, shareholders, managers, members, Affiliates and Representatives and none of ListCo, any of its Group Companies or any of their respective former, current or future partners, stockholders, shareholders, managers, members, Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, and (y) if the Company receives any payments from, or on behalf of, ListCo, Merger Sub Inc. in respect of any breach of this Agreement and thereafter the Company receives the ListCo Termination Fee pursuant to this Section 10.03, the amount of such ListCo Termination Fee, as applicable, shall be reduced by the aggregate amount of such payments made by, or on behalf of, ListCo in respect of any such breaches. The Parties acknowledge that the agreements contained in this Section 8.1 9.03 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, Parent and Subsidiary the Company would not enter into this Agreement; accordinglyAgreement and that any amounts payable pursuant to this Section 10.03 do not constitute a penalty. Accordingly, if the Company ListCo fails to promptly to pay the any amount due pursuant to this Section 8.110.03, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company ListCo shall also pay to Parent its any reasonable costs and expenses (including attorneys’ reasonable legal fees and expenses) incurred by the Company directly in connection with a legal action to enforce this Agreement that results in a judgment for such suitamount against ListCo (such costs and expenses of enforcement, together “Collection Expenses”). (d) For avoidance of doubt, if (i) this Agreement is terminated and (ii) ListCo does not sell or issue Equity Securities during the Interim Period, except for the Exempt Issuance, each party hereto shall bear its own expenses incurred in connection with interest on this Agreement and the amount other Transaction Agreements and the transactions herein and therein contemplated, including all fees of the fee at the prime rate of PNC Bankits legal counsel, National Association in effect on the date such payment was required to be madefinancial advisers and accountants.

Termination Fee. To compensate Trustmark for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by Trustmark, Cadence and Trustmark agree as follows: (a) In the event Provided that Trustmark shall not be in material breach of any covenant or obligation under this Agreement is terminated (which breach has not been cured promptly following receipt of written notice thereof by either Cadence specifying in reasonable detail the Company or Parent or Subsidiary pursuant to Section 7.1(fbasis of such alleged breach), 7.1(h) or 7.1(i), then Cadence shall pay to Trustmark the Company shall promptly, but in no event later than two days after the date sum of such termination, pay Parent a fee equal to $8,000,000 2,000,000 (the “Termination Fee”) if this Agreement is terminated (i) by wire transfer Cadence under the provisions of same day fundsSection 8.1(e), (ii) by either Trustmark or Cadence if at the time of any failure by the shareholders of Cadence to approve and adopt this Agreement and the Merger and there shall exist a Superior Proposal with respect to Cadence and, within twelve months of the termination of this Agreement, Cadence enters into a definitive agreement with any third party with respect to any such Superior Proposal, or (iii) by Trustmark under the provisions of Section 8.1(f). The payment of the Termination Fee shall be Trustmark’s sole and exclusive remedy with respect to termination of this Agreement as set forth in this Section 8.3(a). (b) In Any payment required by paragraph (a) of this Section 8.3 shall become payable within two (2) business days after receipt by the event non-terminating party of written notice of termination of this Agreement; provided, however, that this Agreement if such Termination Fee payment is terminated by either the Company or Parent or Subsidiary required pursuant to clause (ii) of Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date8.3(a), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required shall become payable within two (2) business days after the execution and delivery by Cadence of such definitive agreement relating to be madethe Superior Proposal.

Termination Fee. (a) In the event that that: (i) this Agreement is terminated (A) by either the Company or Parent or Subsidiary party pursuant to Section 7.1(f8.1(c) at a time when all the conditions set forth in Article VI (other than those set forth in Section 6.1(f) and 6.2(f)) have been satisfied or waived, 7.1(h) or 7.1(i), then other than those conditions that by their terms are to be satisfied at the Company shall promptlyClosing, but in no event later than two days after each case which would be capable of being satisfied if the Closing Date were the date of such termination, (B) by either party pursuant to Section 8.1(d) due to the Merger Agreement having been terminated, or (C) by Purchaser pursuant to Section 8.1(a); and (ii) the Merger Agreement is also terminated (A) under circumstances where a Company Termination Fee is payable by Parent to the Retail Buyer pursuant to Section 7.02(b)(i) or Section 7.02(b)(ii) of the Merger Agreement or (B) by the mutual agreement of the parties thereto and, in connection with such termination, Retail Buyer or any of its Affiliates receive any payment or fee from Parent or any of its Affiliates (whether pursuant to the terms of the Merger Agreement or otherwise); then, concurrently upon Parent’s payment of the Company Termination Fee to the Retail Buyer pursuant to the Merger Agreement, Parent shall pay Parent a fee to Purchaser an amount equal to (x) $8,000,000 14,000,000, in the case of the foregoing clause (A), or (y) ten percent (10%) of the aggregate payment or fee referred to in the foregoing clause (ii)(B), in the case of the foregoing clause (B), as applicable (the “Termination Fee”) ); provided, however, that no Termination Fee shall be payable if Purchaser or any of its Affiliates is participating as a bank partner in such Competing Proposal. Each of the parties acknowledges that the Termination Fee is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate Purchaser in the circumstances in which the Termination Fee is due and payable and which do not involve fraud or intentional breach of this Agreement by wire transfer Parent or Seller, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of same day fundsthe consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors Each of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company parties acknowledges that the agreements contained in this Section 8.1 8.3 are an integral part of the transactions contemplated by this Agreementhereby, and that, without these agreements, Parent and Subsidiary the parties would not enter into this Agreement; accordingly. Accordingly, if the Company Parent fails promptly to pay the in a timely manner any amount due pursuant to this Section 8.1, and, in order 8.3(a) or Purchaser fails to obtain such payment, Parent commences a suit which results pay in a judgment against timely manner any amount due pursuant to Section 8.3(a), then (i) the Company party required to make such payment shall reimburse the party to whom such payment is to be made for the fee set forth in this Section 8.1, the Company shall pay to Parent its all costs and expenses (including attorneys’ disbursements and reasonable fees and expensesof counsel) incurred in the collection of such overdue amount, including in connection with any related claims, actions or proceedings commenced and (ii) the party required to make such suit, together with payment shall pay interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at a rate equal to the Federal Funds Rate. (c) In the event that Purchaser receives full payment of the fee at Termination Fee pursuant to Section 8.3(a), then except in the prime rate case of PNC Bankfraud or intentional breach of this Agreement by Parent or Seller, National Association the receipt of the Termination Fee shall be the sole and exclusive remedy against Parent, Seller, Retail Buyer and their respective Affiliates for any and all Losses suffered or incurred by Purchaser or any of its Affiliates or any other person in effect connection with this Agreement (and the termination hereof) and the transactions contemplated hereby (and the abandonment hereof) or any matter forming the basis of such termination, whether such Losses are based on contract, tort, or strict liability, by the date such payment was required to be madeenforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of a party hereto or another person or otherwise.

Termination Fee. (a) Except as otherwise set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement, the Mergers and the other transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Mergers are consummated. Notwithstanding the foregoing, (i) Parent and the Company each shall pay 50% of all filing fees payable pursuant to the HSR Act or any additional Antitrust Laws, (ii) 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 printing and mailing of the 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 either Parent or the Company pursuant to Section 8.1(d) or Section 8.1(g), (B) after the date of this Agreement and at or prior to the time of the termination of this 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 Company or Parent any Subsidiary of the Company consummates an Acquisition Proposal within twelve (12) months after such termination or the Company or any Subsidiary pursuant of the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal (provided that, for purposes of this Section 7.1(f8.3(b)(iii), 7.1(h) or 7.1(iall percentages in the definition of Acquisition Proposal shall be replaced with 50%), then the Company shall promptly, but in no event later than two days after the date of such termination, pay to Parent a fee in an amount equal to $8,000,000 7,500,000 (the “Termination Fee”) by wire transfer of same day immediately available 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 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 payment may be payable under one or more provisions hereof. In 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 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. (bc) In the event that this Agreement is terminated by by, (A) either Parent or the Company or Parent or Subsidiary pursuant to Section 7.1(a)8.1(b) as a result of any final and nonappealable Order with respect to the HSR Act or any other applicable Antitrust Laws, 7.1(d), (B) either Parent or 7.1(ethe Company pursuant to Section 8.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known 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 Company or has been made directly to the Company’s shareholders generally HSR Act 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 other applicable Antitrust Laws shall not have been withdrawn and satisfied, or (yC) within twelve (12) months after such termination the Company enters into an agreement with respect pursuant to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in Section 8.1(h) due to a breach by Parent of its obligation to take a Divestiture Action under, and subject to the event the Board of Directors of terms and conditions of, Section 6.1, then Parent shall pay to the Company recommends acceptance by a fee equal to $12,000,000 (the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay “Parent the Termination Fee Fee”) by wire transfer of same same-day funds not later than on the date second (2nd) business day following such agreement is entered into (or, if no agreement is entered intotermination. In the event that the Company shall receive full payment pursuant to this Section 8.3(c), the date 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 transaction is consummated).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 (cd) The Company acknowledges and Parent acknowledge and agree that the agreements contained in this Section 8.1 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent the Company, the Parent, Merger Sub and Subsidiary Merger LLC would not enter into this Agreement; accordingly, if . If the Company fails promptly or Parent, as the case may be, shall fail to pay the amount due pursuant Termination Fee or Parent Termination Fee when due, such fee shall also be deemed to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against include the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses incurred by the Company, Parent, Merger Sub and Merger LLC (including attorneys’ fees and expensesexpenses of counsel) in connection with such suitthe collection under and enforcement of this Section 8.3, together with interest on such unpaid fee, commencing on the amount of date that such fee became due, at a rate equal to the fee at the prime rate of PNC Bank, National Association interest published in the “Money Rates” section of The Wall Street Journal in effect on the date such payment was required to be madefee became due.

Termination Fee. (a) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h) or 7.1(i8.1(e), then the Company Home shall promptly, but in no event later than two days after the date of immediately following such termination, pay Parent a fee Banner an amount equal to $8,000,000 4.0% of the sum of (i) the Aggregate Cash Consideration, plus (ii) the product of the Aggregate Stock Consideration multiplied by the Banner Average Closing Price (calculated using the date of termination of this Agreement rather than the Closing Date) (the “Base Termination Fee”) by wire transfer of same in same-day funds. (b) In If this Agreement is terminated pursuant to Section 8.1(f), then (i) if such termination occurs within thirty (30) days of the event that date hereof, Home shall pay Banner simultaneously with such termination an amount equal to two million eight hundred seventy-five thousand dollars ($2,954,469) (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) If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to party under Section 7.1(a8.1(g), 7.1(d)and prior thereto there has been publicly announced an Acquisition Proposal, or 7.1(ethen if within one (1) and if (x) at the time year of such termination a Takeover Proposal shall have been made known to the Company or has been made directly to the Company’s shareholders generally Home or any person shall have publicly announced an intention of its Significant Subsidiaries either (whether or not conditionalA) to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an a definitive agreement with respect to such Takeover an Acquisition Proposal or such Takeover Proposal is consummated (it being understood that B) consummates an Acquisition Proposal, Home shall immediately pay Banner the Base Termination Fee in same-day funds. For purposes of clauses (A) and (B) above, the reference to 20% in the event the Board definition of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation Acquisition Proposal shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)50%. (cd) The Company acknowledges that payment of the agreements contained in Base Termination Fee or Reduced Termination Fee, as applicable, shall fully discharge Home from any and all liability under this Section 8.1 are an integral part of Agreement and related to the transactions contemplated herein, and Banner shall not be entitled to any other relief or remedy against Home. If the 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 of the provisions of this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly. Moreover, if the Company fails promptly to pay the amount due Base Termination Fee is payable pursuant to this Section 8.18.1(e)(ii), and, in order Banner shall have the right to obtain such payment, Parent commences a suit which results in a judgment pursue any and all remedies available to it against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest Home on the amount account of the fee at willful and material breach by Home of Section 6.8 in lieu of accepting the prime rate Base Termination Fee under Section 8.4(a). Home may pursue any and all remedies available to it against Banner on account of PNC Bank, National Association in effect on a willful and material breach by Banner of any of the date such payment was required to be madeprovisions of this Agreement.

Termination Fee. (a) In the event that this Agreement is terminated by either reason of a termination of the Company or Parent or Subsidiary Merger Agreement pursuant to Section 7.1(f)9.1(i) thereof, 7.1(h) or 7.1(i)then, then concurrently with and as a condition to such termination, the Company shall promptly, but in no event later than two days after pay the date Purchaser or its designee(s) a termination fee of such termination, pay Parent a fee equal to $8,000,000 12,500,000.00 (the “FPA Termination Fee”) by wire transfer of same day fundsimmediately available funds to an account designated by the Purchaser in writing. (b) In Notwithstanding anything to the event that contrary set forth in this Agreement Agreement, except in the case of Actual Fraud or Willful Breach, if the FPA Termination Fee is terminated by either the Company or Parent or Subsidiary paid pursuant to Section 7.1(a10(a), 7.1(d)such payment shall constitute the sole and exclusive remedy of the Purchaser, any of its Subsidiaries or 7.1(e) and if (x) at the time any of such termination a Takeover Proposal shall have been made known to its or their respective former, current or future general or limited partners, shareholders, Representatives or assignees against the Company Related Parties for all losses and damages suffered as a result of the failure of the Transactions to be consummated or has been made directly for a breach or failure to the Company’s shareholders generally perform hereunder or any person shall have publicly announced an intention (whether or not conditional) to make such a Takeover Proposal otherwise, and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors none of the Company recommends acceptance by Related Parties shall have any further liability or obligation to Purchaser and such other Persons relating to or arising out of this Agreement or the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)Transactions. (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if If the Company fails promptly to pay promptly the amount FPA Termination Fee when due pursuant to under this Section 8.110, and, and in order to obtain such payment, Parent the Purchaser commences a suit which an Action that results in a judgment against the Company for the fee set forth in any amount owed thereby under this Section 8.110, the Company shall pay to Parent reimburse the Purchaser for its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suitAction, together with interest on the such amount of the fee at a rate equal to (x) the prime rate of PNC Bank, National Association as published in The Wall Street Journal in effect on the date such payment was required to be mademade through the date such payment was actually received, plus (y) five percent (5%). (d) Each of the parties acknowledges that (i) the agreements contained in this Section 10 are an integral part of the Transactions, (ii) without these agreements, the parties would not enter into this Agreement and (iii) the FPA Termination Fee does not constitute a penalty, but rather represents liquidated damages in a reasonable amount that will compensate the Purchaser 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.

Termination Fee. (a) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary T-Mobile Parties, pursuant to Section 7.1(f)13.1(f) Crown shall pay to T-Mobile, 7.1(h) or 7.1(i)on behalf of the T-Mobile Parties, then the Company shall promptlyT-Mobile SPEs and the Sale Site Subsidiaries, but a termination fee in no event later than two days after the date of such termination, pay Parent a fee an amount equal to $8,000,000 250,000,000 (the “Termination Fee”); it being understood that in no event shall Crown be required to pay the Termination Fee on more than one occasion. Any amount due under this Section 13.3(a) shall be paid by wire transfer of same same-day fundsfunds to an account provided in writing by T-Mobile to Crown within two business days of the date of such termination. (b) In Notwithstanding anything to the event that contrary contained in this Agreement is terminated by either Agreement, T-Mobile’s right, on behalf of the Company or Parent or Subsidiary T-Mobile Parties, the T-Mobile SPEs and the Sale Site Subsidiaries, to receive payment of the Termination Fee pursuant to Section 7.1(a)13.3(a) shall constitute the sole and exclusive remedy of the T-Mobile Parties, 7.1(d)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 7.1(e) and if (x) at the time of such termination a Takeover Proposal Representatives shall have been made known any further liability or obligation relating to or arising out of this Agreement or the Company transactions contemplated by this Agreement or has been made directly to the Company’s shareholders generally in respect of any Collateral Agreement or any person shall have publicly announced an intention (theory of Law or equity, whether in equity or not conditional) to make such a Takeover Proposal and at Law, in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal contract, in tort or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)otherwise. (c) The Company Each Party acknowledges and agrees that the agreements contained in this Section 8.1 13.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, Parent and Subsidiary the other Parties would not enter have entered into this Agreement; accordingly. Accordingly, if the Company Crown fails promptly to timely pay the amount due pursuant to this Section 8.1, Termination Fee as required hereby and, in order to obtain such paymentthe payment of the Termination Fee, Parent T-Mobile commences a suit an Action which results in a judgment against the Company Crown for the fee set forth in this Section 8.1payment of the Termination Fee, the Company Crown shall pay to Parent T-Mobile its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expensesfees) in connection with such suit, together with interest on the amount of the fee thereon at the prime rate of PNC Bank, National Association (as published in the Wall Street Journal) in effect on the date such payment of the Termination Fee was required to be mademade through the date such payment was actually received by T-Mobile.

Termination Fee. (a) Except as otherwise set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement, the Mergers and the other transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Mergers are consummated. Notwithstanding the foregoing, (i) Parent and the Company each shall pay 50% of all filing fees payable pursuant to the HSR Act or any additional Antitrust Laws, (ii) 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 printing and mailing of the 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 either Parent or the Company pursuant to Section 8.1(d) or Section 8.1(g), (B) after the date of this Agreement and at or prior to the time of the termination of this 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 Company or Parent any Subsidiary of the Company consummates an Acquisition Proposal within twelve (12) months after such termination or the Company or any Subsidiary pursuant of the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal (provided that, for purposes of this Section 7.1(f8.3(b)(iii), 7.1(h) or 7.1(iall percentages in the definition of Acquisition Proposal shall be replaced with 50%), then the Company shall promptly, but in no event later than two days after the date of such termination, pay to Parent a fee in an amount equal to $8,000,000 10,000,0000 (the “Termination Fee”) by wire transfer of same day immediately available federal funds. (b) In the event that this Agreement is terminated , free of costs and charges, to an account designated in writing by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at in the time case of Section 8.3(b)(i), within two (2) business days after such termination a Takeover Proposal shall have been made known to the Company 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 termination, (y) within twelve in the case of Section 8.3(b)(ii), concurrently with termination of this Agreement, and (12z) months after such termination in the Company enters case of Section 8.3(b)(iii), upon the earlier of the entry into an a definitive agreement with respect to such Takeover an Acquisition Proposal or such Takeover Proposal is consummated (it being understood that in the event consummation of an Acquisition Proposal. For the Board avoidance of Directors of doubt, any payment made by the Company recommends acceptance by the shareholders of the Company of a tender offer 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 Takeover Proposal, such recommendation shall payment may be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)payable under one or more provisions hereof. (c) The Company acknowledges and agrees that the agreements contained in this Section 8.1 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent Parent, Merger Sub and Subsidiary Merger LLC would not enter into this Agreement; accordingly, if . If the Company fails promptly shall fail to pay the amount due pursuant Termination Fee when due, such fee shall also be deemed to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against include the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses incurred by Parent, Merger Sub and Merger LLC (including attorneys’ fees and expensesexpenses of counsel) in connection with such suitthe collection under and enforcement of this Section 8.3, together with interest on such unpaid fee, commencing on the amount of date that such fee became due, at a rate equal to the fee at the prime rate of PNC Bank, National Association interest published in the “Money Rates” section of The Wall Street Journal in effect on the date such payment was required to be madefee became due.

Termination Fee. (a) In the event that If (i) this Agreement is validly terminated by either the Company or Parent or Subsidiary Sellers pursuant to Section 7.1(f), 7.1(h) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”ii) by wire transfer of same day funds. (b) In the event that this Agreement is validly terminated by either the Company or Parent or Subsidiary Buyers pursuant to Section 7.1(a7.1(c) and, solely in the case of clause (ii), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal all of the conditions set forth in Section 5.1 shall have been made known previously satisfied (other than conditions that, by their nature are to be satisfied at the Company or has been made directly Closing and which were, as of such date, capable of being satisfied), Sellers have confirmed that they are prepared to consummate the Company’s shareholders generally or any person shall transaction and the Buyers have publicly announced an intention failed to consummate the transaction (whether or not conditionalclauses (i) to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (yii) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of each, a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date“Financing Failure Termination Event”), then the Company Buyers shall pay Parent to the Sellers a fee equal to $13,000,000 (the “Financing Failure Termination Fee by wire transfer of same day funds not later than the date Fee”) within three (3) Business Days after such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)termination. (cb) The Company acknowledges Buyers acknowledge that the agreements contained in this Section 8.1 7.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, Parent and Subsidiary the Sellers would not enter into this Agreement; accordingly. Accordingly, if the Company fails promptly Buyers fail to pay the amount any amounts due pursuant to this Section 8.17.3, and, in order to obtain such payment, Parent commences a suit which the Sellers commence an Action that results in a judgment against the Company Buyers for the fee set forth in this Section 8.1, payment of the Company Financing Failure Termination Fee the Buyers shall pay to Parent its the Sellers their reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suitAction. (c) The Parties acknowledge and agree that any amount payable pursuant to Section 7.3(a) does not constitute a penalty but shall constitute liquidated damages to compensate the Sellers. If a Financing Failure Termination Event occurs, the payment of the Financing Failure Termination Fee (together with any expenses payable pursuant to Section 7.3(c)) shall be the sole and exclusive remedy of the Sellers, any of their Affiliates or their respective former, current or future equityholders, controlling persons, partners, directors, officers, employees, service providers, financing sources, including, without limitation, with respect to the Debt Financing, advisors or representatives (collectively, the “Seller Parties”) against the Buyers or any of their Affiliates or their respective former, current or future equityholders, controlling persons, partners, directors, officers, employees, service providers, Debt Financing Sources, advisors or representatives (collectively, the “Buyer Parties”) with respect to any breach of any representation, warranty, covenant or obligation in connection with this Agreement or the Transaction Documents or the transactions contemplated hereby and thereby and upon the Seller Parties’ receipt of such amounts, none of the Buyer Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transaction Documents or the transactions contemplated hereby and thereby. The Parties acknowledge and agree that in no event shall the Buyers pay the Financing Failure Termination Fee on more than one occasion. (d) Notwithstanding anything to the contrary contained herein, the Parties further acknowledge and agree that, upon a Financing Failure Termination Event, none of the Buyer Parties shall have any liability under, or with respect to this Agreement or the transactions contemplated herein (other than the Buyers for the payment of the Financing Failure Termination Fee, as provided herein), and the Sellers agree that they shall not, and shall not allow any Seller Party to, bring any cause of action against or otherwise seek remedies from any Buyer Party, whether at equity or in law, for breach of contract, in tort or otherwise, and any such claim is hereby fully waived, released and forever discharged (other than actions against the Buyers for the failure to pay the Financing Failure Termination Fee, as provided herein, or under Section 8.6 for specific performance in accordance with Section 8.6); provided, that in the event of a Financing Failure Termination Event the aggregate liability of the Buyer Parties under, or related to, this Agreement prior to the Closing (whether or not this Agreement is terminated, and regardless of the reason for any such termination) shall not exceed the Financing Failure Termination Fee, together with interest on any expenses payable pursuant to Section 7.3(c) (e) Each Party acknowledges that the amount agreements contained in this Section 7.3 are an integral part of the fee at transactions contemplated herein and that, without these agreements, the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeParties would not enter into this Agreement.

Termination Fee. (a) In the event that of the termination of this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f)Sections 11.1(e) if such material violation or breach by Parent was willful or intentional, 7.1(hSKT shall have the right either (i) to be paid, or 7.1(i)to direct payment to a designee, then the Company shall promptly, but in no event later than two days after the date a termination fee of such termination, pay Parent a fee equal to $8,000,000 10,000,000 (the “Termination Fee”), or (ii) to exercise its rights to seek specific performance pursuant to Section 13.12. Any Termination Fee due under the first sentence of this Section 11.3 shall be paid to SKT by wire transfer of same same-day funds. funds within two (b2) In business days following SKT’s providing notice to Parent of its election to receive the event that this Agreement is terminated by either Termination Fee (the Company or Parent or Subsidiary pursuant to Section 7.1(a“Termination Fee Notice”), 7.1(d), or 7.1(ewhich Termination Fee Notice shall be delivered to Parent within five (5) and if (x) at the time of such business days following any termination a Takeover Proposal shall have been made known by Parent giving rise to the Company payment obligation described in the immediately preceding sentence. Notwithstanding anything contained herein to the contrary, including Article XII, if SKT delivers the Termination Fee Notice to Parent and the Termination Fee is paid to SKT or has been made directly to its designee, then the Company’s shareholders generally or any person shall have publicly announced an intention (whether or not conditional) to make such a Takeover Proposal termination of this Agreement and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board receipt of Directors payment of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer SKT or its designee shall be the sole and exclusive remedy against Parent, Virgin Opco and any of same day funds not later than their respective Representatives, Affiliates, directors, officers, employees, partners, managers, members, or stockholders (each, a “Buyer Party”) for any Damages suffered as a result of the date such breach of this Agreement or any representation, warranty, covenant or agreement is entered into (or, if no agreement is entered into, contained herein by Parent or Virgin Opco or the date such transaction is consummated). (c) The Company acknowledges that failure of the agreements contained Exchange to be consummated or otherwise in connection with this Section 8.1 are an integral part of Agreement or the transactions contemplated by this Agreementhereby (such Damages, collectively, “Company Damages”). In no event shall the Company or any Sellers nor their respective Affiliates seek any Company Damages or any other recovery, judgment, or Damages of any kind, including consequential, indirect, or punitive Damages, against any Buyer Party in excess of the Termination Fee from any Buyer Party in connection therewith in the event SKT delivers the Termination Fee Notice to Parent and the Termination Fee is paid to SKT or its designee, and thatin such event, without these agreementsthe Company, its Affiliates and its Subsidiaries shall be precluded from any other remedy against any Buyer Party at law or in equity or otherwise. For the avoidance of doubt, in the event SKT delivers the Termination Fee Notice to Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly Termination Fee is paid to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1SKT or its designee, the maximum aggregate liability of all Buyer Parties for all Company Damages shall pay be limited to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeTermination Fee.

Termination Fee. (ai) In the event that (A) Parent shall terminate this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f7.1(g), 7.1(hor (B) this Agreement shall be terminated (x) pursuant to Section 7.1(b) or 7.1(i(y) pursuant to Section 7.1(d)(i) and, in the case of clause (B)(x) or clause (B)(y), then (1) prior to such termination, a bona fide Acquisition Proposal shall have been announced or shall otherwise have become publicly known and (2) within 12 months after such termination, Company shall enter into a definitive agreement providing for any Company Acquisition or any Company Acquisition shall be consummated, then, in the case of clause (A) or (B), respectively, Company shall pay to Parent cash and issue to Parent shares of Company Common Stock, in such combination as Company may elect (provided that the cash component must be at least $20 million) with an aggregate value (such shares of Company Common Stock to be valued at $24.125 per share for all purposes of this Section 7.3(b)(i)) of $50 million (the "TERMINATION FEE"). In the event this Agreement shall be terminated as set forth in clause (A), the Termination Fee shall be payable in two installments of equal value, the first of which shall be paid contemporaneously with the termination of this Agreement pursuant to Section 7.1(g), and the second of which shall be due and payable on the 30th day after such termination. In the event this Agreement shall be terminated as set forth in clause (B), the Termination Fee shall be payable in two installments of equal value, the first of which shall be paid contemporaneously with the execution of a definitive agreement providing for the Company -45- 50 Acquisition, and the second of which shall promptly, but in no event later than two be due and payable on the earlier to occur of (i) the consummation of such Company Acquisition and (ii) the 90th days after the date of execution of the definitive agreement relating to such termination, Company Acquisition. If Company satisfies its obligation to pay the Termination Fee in part by delivering to Parent a fee equal to $8,000,000 shares of Company Common Stock (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a"TERMINATION FEE SHARES"), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal then Parent shall have been made known be entitled to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement registration rights with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that shares as described in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent Option Agreement (treating the Termination Fee by wire transfer Shares for all purposes of same day funds not later than Section 7 of the date such agreement is entered into Option Agreement as if they were Option Shares (or, if no agreement is entered into, as defined in the date such transaction is consummatedOption Agreement)). (cii) The Company acknowledges that the agreements contained in this Section 8.1 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay in a timely manner the amount amounts due pursuant to this Section 8.1, 7.3(b) and, in order to obtain such payment, Parent commences makes a suit which claim that results in a judgment against the Company for the fee amounts set forth in this Section 8.17.3(b), the Company shall pay to Parent its actual out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and expenses) in connection with such suit, together with interest on the amount of the fee amounts set forth in this Section 7.3(b) at the prime rate of PNC BankCitibank, National Association N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of fraud in connection with or willful breach of this Agreement. (iii) In the event that Parent shall terminate this Agreement pursuant to Section 7.1(f), then Company shall promptly reimburse Parent for Parent's costs and expenses in connection with this Agreement and the transactions contemplated hereby. (iv) 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 60% 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 40% 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" (as defined under Section 13(d) of the Exchange Act) (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. (v) For purposes only of this Section 7.3(b), each reference to "15%" in the definition of Acquisition Transaction set forth in Section 5.4(a) shall be deemed to be "40%," and the reference to "85%" in such definition shall be deemed to be "60%." (vi) In the event that Company shall terminate this Agreement pursuant to Section 7.1(e), then Parent shall promptly reimburse Company for Company's costs and expenses in connection with this Agreement and the transactions contemplated hereby.

Termination Fee. (a) In the event that after the date of this Agreement a bona fide Acquisition Proposal shall have been made known to the Company Board or shall have been made directly to the Company Shareholders generally or any person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to the Company and (i) (A) thereafter this Agreement is terminated by either the Company or Parent or Subsidiary Party pursuant to Section 7.1(f10.1(b) without the requisite vote of the Company Shareholders having been obtained or (B) thereafter this Agreement is terminated by Buyer pursuant to Section 10.1(b) or 10.1(d), 7.1(hand, in either case, (ii) or 7.1(i), then prior to the Company shall promptly, but in no event later than two days date that is twelve (12) months after the date of such termination, the Company enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then the Company shall, on the date of consummation of such transaction pay Parent a fee equal to $8,000,000 (the “Termination Fee”) Buyer, by wire transfer of same day funds, a fee equal to $17,000,000 (the “Termination Fee”); provided, that for purposes of this Section 11.2, all references in the definition of Acquisition Proposal to “25%” shall instead refer to “50%”. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary Buyer pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date10.1(e), then the Company shall pay Parent the Termination Fee Buyer, by wire transfer of same day funds not later than funds, the Termination Fee as promptly as reasonably practicable after the date such agreement is entered into of termination (orand in any event, if no agreement is entered into, the date such transaction is consummatedwithin three (3) business days thereafter). (c) The Notwithstanding anything to the contrary herein, but without limiting the right of either Party to recover liabilities or damages arising out of the other Party’s willful and material breach of any provision of the Agreement, the maximum aggregate amount of fees, expenses or other amounts payable by the Company in respect of any failure to consummate the Merger shall be equal to the Termination Fee. (d) Each of Buyer and the Company acknowledges that the agreements contained in this Section 8.1 11.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary the other Party would not enter into this Agreement; accordingly, if . If the Company fails promptly to pay the amount due amounts payable pursuant to this Section 8.111.2, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, then the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on such overdue amounts (for the amount period commencing as of the fee date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to the “prime rate of PNC Bank, National Association rate” (as announced by JPMorgan Chase & Co. or any successor thereto) in effect on the date on which such payment was required to be mademade for the period commencing as of the date that such overdue amount was originally required to be paid.

Termination Fee. If, after the date of this Agreement, (a) In an Acquisition Proposal is offered, presented or proposed to Peoples, or its shareholders, (b) thereafter this Agreement and the event that Merger are disapproved by Peoples or by the shareholders of Peoples or this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f10.1(h) hereof, and (c) one of the following occurs: (i) within twelve months after termination of this Agreement as a result of such disapproval by Peoples or by the shareholders of Peoples or such termination pursuant to Section 10.1(h), 7.1(ha definitive agreement with respect to an Acquisition Proposal is made and entered into by Peoples, (ii) in the case of an Acquisition Proposal that is a tender offer, the Board of Directors of Peoples recommends that the Peoples shareholders tender their shares of Peoples Common Stock to the offeror, or 7.1(i)(iii) in the case of an Acquisition Proposal that is a tender offer, the Peoples shareholders tender a majority of the issued and outstanding shares of Peoples Common Stock to the offeror, then immediately upon the Company earliest to occur of the events described in Section 10.4(c) hereinabove and in lieu of any other rights and remedies of BancTrust, Peoples shall promptly, but in no event later than two days after the date pay BancTrust a cash amount of such termination, pay Parent a $6,000,000 as an agreed-upon termination fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In ). Peoples and BancTrust agree that the event that this Agreement Termination Fee is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) fair and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that reasonable in the event circumstances. If a court of competent jurisdiction shall nonetheless, by a final, nonappealable judgment, determine that the Board amount of Directors of any such Termination Fee exceeds the Company recommends acceptance maximum amount permitted by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date)law, then the Company shall pay Parent the amount of such Termination Fee shall be reduced to the maximum amount permitted by wire transfer law in the circumstances, as determined by such court of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)competent jurisdiction. (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made.

Termination Fee. (a) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f9.3(a), 7.1(hSection 9.3(b) or 7.1(iSection 9.3(c), then the Company shall promptly, but in no event later than two days after the date of such termination, pay to Parent a termination fee equal to the sum of (i) either (A) $8,000,000 271,204, in the event the Price Reduction Trigger has not occurred prior to the time at which the Termination Fee becomes due hereunder, or (B) $250,458, in the event the Price Reduction Trigger has occurred prior to the time at which the Termination Fee becomes due hereunder, plus (ii) all of Parent’s documented, out-of-pocket expenses (collectively, the “Termination Fee”) by wire transfer of same day fundsfunds within one (1) Business Day following the date of such termination of this Agreement, to the account designated by Parent. (b) In If (i) after the event that Agreement Date and prior to the date of the termination of this Agreement contemplated by clause (ii) below, an Acquisition Proposal shall have become publicly known or otherwise communicated to the Company Stockholders and not withdrawn, (ii) thereafter, this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a9.1(b)(i), 7.1(d)unless the failure to effect the Merger Closing prior to the End Date is primarily due to a breach by Parent of any of its representations, warranties, covenants or 7.1(eagreements set forth in this Agreement or any of the other Deal Agreements, and (iii) and if within six (x6) at the time months of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination of this Agreement, the Company enters into an a definitive agreement providing for any transaction contemplated by, or otherwise consummates a transaction with respect to, any Acquisition Proposal referred to in clause (i) above, then, in such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposalcase, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay to Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, on the date such transaction is consummated, to the account designated by Parent (provided that for purposes of this Section 9.5(b) the references to “15%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”). (c) The In the event this Agreement is terminated by Parent or the Company acknowledges that pursuant to Section 9.1(b)(i) and, prior to such termination, both (x) the agreements contained in this Section 8.1 are an integral part Minimum Tender Condition shall not have been satisfied, and (y) holders of a majority of the transactions contemplated by Company Common Stock shall not have approved the adoption of this Agreement, Agreement and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay approval of the amount due pursuant to this Section 8.1, andMerger at the Stockholders’ Meeting, in order each case, unless the failure to obtain such paymentclose by the End Date is primarily due to a breach by Parent of any of its representations, Parent commences a suit which results in a judgment against the Company for the fee warranties, covenants or agreements set forth in this Section 8.1Agreement or any of the other Deal Agreements, then the Company shall pay to Parent the Termination Fee by wire transfer of same day funds within one (1) Business Day following the date of such termination of this Agreement to the account designated by Parent. (d) For the avoidance of doubt, in no event shall the Company be obligated to pay, or cause to be paid, the Termination Fee on more than one occasion. (e) Except as explicitly set forth in any other Deal Agreements, Parent’s right to receive payment of the Termination Fee pursuant to Section 9.5(a), Section 9.5(b), or Section 9.5(c) shall be the sole and exclusive remedy of Parent and its costs and expenses Affiliates against the Company or any of its former, current or future directors, officers, employees, agents, equityholders, representatives, Affiliates or assignees (including attorneys’ fees and expensescollectively, “Company Related Persons”) or any other Person in connection with the termination of this Agreement in the circumstance described in this Section 9.5 and upon payment or tender of such suitamount, together with interest on the amount none of the fee at Company, any of its Company Related Persons, nor any other Person shall have any further liability or obligation relating to or arising out of this Agreement, the prime rate of PNC Bank, National Association in effect on other Deal Agreements or the date such payment was required to be madetransactions contemplated hereby or thereby.

Termination Fee. (a) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h8.1(e) or 7.1(i(f), then (i) in the Company case of termination under Section 8.1(e), Jefferson shall promptly, but in no event later than two days after the date of immediately following such termination, termination pay Parent a fee HomeTrust an amount equal to one million, nine hundred fifty thousand ($8,000,000 1,950,000) (the “Termination Fee”), and (ii) by wire transfer in the case of same termination under Section 8.1(f), Jefferson shall, simultaneously with such termination and as a condition thereof, pay HomeTrust the Termination Fee, in each case in same-day funds. (b) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to party under Section 7.1(a8.1(g), 7.1(d)and prior thereto there has been publicly announced an Acquisition Proposal, or 7.1(e) and then if (x) at the time within one year of such termination a Takeover Proposal shall have been made known to the Company Jefferson or has been made directly to the Company’s shareholders generally or any person shall have publicly announced an intention Jefferson Federal Bank either (whether or not conditionalA) to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an a definitive agreement with respect to such Takeover an Acquisition Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover B) consummates an Acquisition Proposal, such recommendation Jefferson shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall immediately pay Parent HomeTrust the Termination Fee by wire transfer set forth in Section 8.4(a) in same-day funds. For purposes of same day funds not later than the date such agreement is entered into clauses (or, if no agreement is entered intoA) and (B) above, the date such transaction is consummated)reference to 20% in the definition of Acquisition Proposal shall be 50%. (c) The Company acknowledges that payment of the agreements contained in Termination Fee shall fully discharge Jefferson from any and all liability under this Section 8.1 are an integral part of Agreement and related to the transactions contemplated herein, and HomeTrust shall not be entitled to any other relief or remedy against Jefferson. If the Termination Fee is not payable, HomeTrust may pursue any and all remedies available to it against Jefferson on account of a willful and material breach by Jefferson of any of the provisions of this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly. Moreover, if the Company fails promptly to pay the amount due Termination Fee is payable pursuant to this Section 8.18.1(e)(ii), and, in order HomeTrust shall have the right to obtain such payment, Parent commences a suit which results in a judgment pursue any and all remedies available to it against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest Jefferson on the amount account of the fee at willful and material breach by Jefferson of Section 6.8 in lieu of accepting the prime rate Termination Fee under Section 8.4(a), Jefferson may pursue any and all remedies available to it against HomeTrust on account of PNC Bank, National Association in effect on a willful and material breach by HomeTrust of any of the date such payment was required to be madeprovisions of this Agreement.

Termination Fee. (ai) In the event that (x) this Agreement is validly terminated pursuant to Section 7.01(c) or (d) or (y) (A) prior to the obtaining of the Company Stockholder approval, an Acquisition Proposal has been publicly proposed and not publicly withdrawn by any person (other than Parent Group or any of their respective affiliates), (B) thereafter this Agreement is terminated by either Parent or the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h7.01(b)(iii) (but only if the Stockholders’ Meeting has not been held prior to such time) or 7.1(i)Section 7.01(b)(i) and (C) any person (other than Parent Group or any of their respective affiliates) shall enter into a definitive agreement to consummate, or consummate, an Acquisition Proposal with the Company within twelve (12) months following the termination of this Agreement, then the Company shall promptlypay to Parent, but in no event later than two days after the date by wire transfer of such terminationsame day funds, pay Parent a termination fee equal to $8,000,000 of US$50,000,000 (the “Termination Fee”) by wire transfer of same day funds. (bon the date such person and the Company enter into such definitive agreement or, if earlier, consummate an Acquisition Proposal, as applicable; provided, however, that, subject to Section 7.02(b)(ii) In below, the Company shall have no liability under this Agreement in the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay pays Parent the Termination Fee by wire transfer Fee; provided further, however, that for the purpose of same day funds not later than the date such agreement is entered into (or, if no agreement is entered intothis Section 7.02(b)(i)(y)(C), the date term “Acquisition Proposal” shall have the meaning assigned to such transaction is consummated)term in Section 5.02, except that references to “more than 20%” shall be deemed to be references to “more than 50%.” (cii) The Company acknowledges that the agreements contained in this Section 8.1 7.02 are an integral part of the transactions contemplated by this Agreement, that the damages resulting from the termination of this Agreement under circumstances where a Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to Section 7.02(b)(i) are reasonable forecasts of the actual damages which may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Parent and Subsidiary Group would not enter into this Agreement; accordingly, if the Company fails to promptly to pay the amount due pursuant to this Section 8.1Termination Fee, and, in order to obtain such payment, payments Parent Group commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1Termination Fee, the Company shall pay to Parent Group its costs and expenses (including attorneys’ fees and expensesreasonable attorney’s fees) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made.

Termination Fee. (a) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h8.1(c)(ii) or 7.1(i), 8.1(d)(ii) then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to Newco $8,000,000 135 million (the “Termination Fee”) by wire transfer not later than the day of same day funds. (b) In the event that such termination. If this Agreement is terminated pursuant to Section 8.1(b)(i), Section 8.1(b)(ii) (unless the closing conditions that have not been satisfied at such time are solely within the control of Newco), Section 8.1(d)(i) or Section 8.1(d)(iii) then, in the event that, (i) after the date hereof and prior to such termination, any Third Party shall have publicly made, proposed, communicated or disclosed an intention to make a Takeover Proposal and (ii) within nine (9) months of the termination of this Agreement, the Company enters into a definitive agreement with a Third Party with respect to a Takeover Proposal (with all percentages in the definition of Takeover Proposal increased to 50%) (other than any transaction described in clauses (i) through (iii) of the definition of Takeover Proposal solely by either the Principal Stockholders who shall be permitted to obtain financing from commercial banking institutions required for such transactions) or any Takeover Proposal (with all percentages in the definition of Takeover Proposal increased to 50%) involving the Company (or in the event of a recapitalization of the Company or Parent or Subsidiary pursuant any of its Subsidiaries by the Principal Stockholders referred to Section 7.1(ain this clause (ii), 7.1(d)such recapitalized entity ) is consummated, then the Company shall pay, or 7.1(e) and if cause to be paid to, Newco the Termination Fee upon the earlier to occur of (x) at the time of such termination a Takeover Proposal shall have been made known to execution by the Company or has been made directly of a definitive agreement with respect 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board consummation of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation . The Termination Fee shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee paid by wire transfer of same day immediately available funds not later than to an account designated in writing to the date such agreement is entered into Company by Newco. For the avoidance of doubt, in no event shall (ori) the Company be obligated to pay, if no agreement is entered intoor cause to paid, the date such transaction is consummatedTermination Fee on more than one occasion and (ii) the Company’s maximum aggregate liability under this Agreement, including damages under Section 8.2(c) and this Section 8.4(a), shall not exceed $135 million. (cb) The Company acknowledges that the agreements contained in this Section 8.1 8.4 are an integral part of the transactions contemplated by this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to Section 8.4(a) are reasonable forecasts of the actual damages which may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Parent and Subsidiary Newco would not enter into this Agreement; accordingly, if the Company fails to promptly to pay the amount due pursuant to this Section 8.1Termination Fee, and, in order to obtain such payment, Parent payment Newco commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1Termination Fee, the Company shall pay to Parent Newco its costs and expenses (including attorneys’ fees and expensesattorney’s reasonable fees) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made.

Termination Fee. (a) In the event that (i) after the date hereof and prior to the Go Shop End Date, 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 either Parent or the Company or Parent or Subsidiary pursuant to Section 7.1(f7.01(b)(i) or Section 7.01(b)(iii) or by Parent pursuant to Section 7.01(c)(i), 7.1(hand (iii) within six (6) months after such termination, the Company consummates a transaction that constitutes a Takeover Proposal or 7.1(ienters into an Acquisition Agreement with respect to any Takeover Proposal (provided that for such purposes references to “10%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 7,620,455 (the “Termination Fee”) by wire transfer of same same-day fundsfunds on the second business day following the consummation of such transaction. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a7.01(c)(iii), 7.1(d), or 7.1(e) and if (x) at then the time of such termination Company shall pay Parent a Takeover Proposal shall have been made known fee equal to the Company or has been made directly to Termination Fee by wire transfer of same-day funds on the Company’s shareholders generally or any person shall have publicly announced an intention second business day following such termination. (whether or not conditionalc) to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination In the event that this Agreement is terminated by the Company enters into an agreement with respect pursuant to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such dateSection 7.01(d)(ii), then the Company shall pay Parent the Termination Fee by wire transfer of same same-day funds not later than on the date second business day following such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)termination. (cd) In the event that after the date hereof and prior to the Go Shop End Date, (i) this Agreement is terminated by Parent pursuant to Section 7.01(c)(ii), and (ii) within six (6) 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 “10%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay Parent the Termination Fee by wire transfer of same-day funds on the second business day following the consummation of such transaction. (e) The Company acknowledges parties acknowledge and agree that the agreements contained in this Section 8.1 provisions for payment of the Termination Fee are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, are included herein in order to induce Parent and Subsidiary would not 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; accordingly, if . If the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Termination Fee and Parent or Merger Sub commences a suit which results in a final, non-appealable judgment against the Company for the fee set forth in this Section 8.1Termination Fee, or any portion thereof, then the Company shall pay to Parent its and Merger Sub their costs and expenses (including attorneys’ reasonable attorney’s fees and expensesdisbursements) in connection with such suit, together with interest on the amount of the fee Termination Fee at the prime rate of PNC Bank, National Association (as published in The Wall Street Journal) in effect on the date such payment was required to be mademade through the date of 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. (f) The parties acknowledge that in no event shall the Company be required to pay the applicable Termination Fee on more than one occasion.

Termination Fee. (a) In the event that this Agreement is validly terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f7.1(b)(i) or Section 7.1(b)(ii) (with respect to Section 7.1(b)(ii), 7.1(hsolely 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 7.1(iSection 6.1(b) (with respect to Section 6.1(b), then solely to the Company shall promptlyextent the applicable Law or Order arises under or in connection with applicable Antitrust Laws) and any conditions that, but in no event later than two days after 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, pay then within two Business Days of such termination Parent shall deliver a fee equal notice to $8,000,000 the Company that the Termination Fee is due and payable by Parent to the Company in accordance with the provisions of this Section 7.3 (the “Termination FeeFee Notice”) by wire transfer of same day funds). (b) In the event that this Agreement is terminated Within five Business Days of receipt by either the Company of the Termination Fee Notice, the Company shall deliver to Parent 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, the Company shall be deemed to have accepted the Termination Fee. If the Company accepts (or Subsidiary is deemed to accept pursuant hereto) the Termination Fee, Parent shall pay or cause to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known be paid to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee Fee, by wire transfer of same day funds not later than immediately available funds, within two Business Days of such acceptance (or deemed acceptance pursuant hereto), to an account specified by the date such agreement is entered into (or, if no agreement is entered into, Company to Parent promptly following the date such transaction is consummated)receipt of the Company Fee Notice. (c) The Company acknowledges Parties acknowledge and agree that (i) in no event shall Parent be required to pay the Termination Fee on more than one occasion, and (ii) the agreements contained set forth in this Section 8.1 7.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, Parent and Subsidiary the other Parties would not enter into this Agreement; accordingly. (d) Notwithstanding anything to the contrary contained herein, if 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 survive termination pursuant to Section 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 pay be paid the amount Termination Fee as and when due pursuant to this Section 8.17.3(b), andthen, during such time as the Termination Fee has not been paid, the Company shall have the option, in its sole discretion, to commence a Proceeding in order to obtain such paymenta judgment against Parent for the Termination Fee; provided, Parent that if Company commences a suit which Proceeding that results in a judgment against Parent for the Termination Fee, Parent shall pay or cause to be paid to the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expensesfees) in connection with such suitProceeding, together with interest on the amount of the fee Termination Fee, at the prime rate of PNC Bank, National Association published in effect on The Wall Street Journal for the relevant date such payment amount was required to be mademade from such date through the date of payment.

Termination Fee. (a) In the event that If this Agreement is validly terminated by either the Company or Parent or Subsidiary Seller pursuant to Section 7.1(f), 7.1(h) or 7.1(i9.01(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 promptlypay to Seller an amount equal to the Termination Fee, but it being understood that in no event later shall Purchaser be required to pay the Termination Fee on more than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day fundsone occasion. (b) In the event that If this Agreement is validly terminated by either the Company or Parent or Subsidiary Purchaser pursuant to Section 7.1(a9.01(f), 7.1(d)then upon written notice from Purchaser to Seller delivered within ten (10) Business Days after the valid termination of this Agreement, or 7.1(e) and if (x) at the time of such termination a Takeover Proposal Seller shall have been made known pay to Purchaser an amount equal to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (Termination Fee, it being understood that in the no event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect shall Seller be required to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later on more than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)one occasion. (c) The Company acknowledges Any Termination Fee that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due is payable pursuant to this Section 8.19.03 shall be paid in immediately available funds within ten (10) days after the valid termination of this Agreement. (d) Notwithstanding anything to the contrary herein, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount terminating Party’s receipt of the fee at Termination Fee is in 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 that no Party may receive both payment of a Termination Fee and an order of specific performance causing the prime rate of PNC Bank, National Association in effect on the date such payment was required transactions contemplated hereby to be madeconsummated. 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.

Termination Fee. (a) In A Party shall pay the event that this Agreement is terminated by either other Party the Company or Parent or Subsidiary pursuant to Section 7.1(f)cash amount of $13,000,000, 7.1(h) or 7.1(i), then as an agreed upon liquidated damages and not as a penalty and as the Company shall promptly, but in no event later than two days after the date sole and exclusive remedy of such termination, pay Parent a fee equal to $8,000,000 Party against the other Party (the “Termination Fee”), payable within two (2) business days after written demand (or as otherwise provided below) in immediately available funds, as provided below: (a) F▇▇▇ shall pay to MBFI the Termination Fee upon the occurrence of any of the following events: (i) a termination of this Agreement by wire transfer MBFI pursuant to Section 9.1(h); (ii) a termination of same day fundsthis Agreement by F▇▇▇ pursuant to Section 9.1(i), in which case the Termination Fee shall be paid concurrently with the termination of this Agreement; (iii) the entering into a definitive agreement by F▇▇▇ or OB Bank relating to a change in control of FOBB, OB Bank or substantially all of the assets of either of them (by merger, consolidation, stock purchase, bulk sale of assets or otherwise) within one (1) year after the termination of this Agreement by MBFI pursuant to Section 9.1(b); provided, however, that if MBFI seeks relief against F▇▇▇ under Section 9.7(a), then F▇▇▇ shall have no obligation to MBFI under this Section 9.6(a)(iii) and the provisions of this Section 9.6(a)(iii) shall thereupon terminate; or (iv) the consummation of a transaction involving a change in control of FOBB, OB Bank or substantially all of the assets of either of them (by merger, consolidation, tender offer, stock purchase, bulk sale of assets or otherwise) within one year after the termination of this Agreement by MBFI pursuant to Section 9.1(b); provided, however, that if MBFI seeks relief against F▇▇▇ under Section 9.7(a), then F▇▇▇ shall have no obligation to MBFI under this Section 9.6(a)(iv) and the provisions of this Section 9.6(a)(iv) shall thereupon terminate. Upon payment of the Termination Fee to MBFI, F▇▇▇ shall have no further liability to MBFI under this Agreement or otherwise related to the Transactions. (b) In Upon the event that written demand of F▇▇▇, MBFI shall pay to F▇▇▇ the Termination Fee upon a termination of this Agreement is terminated by either the Company or Parent or Subsidiary F▇▇▇ pursuant to Section 7.1(a9.1(g). Upon payment of the Termination Fee after written demand, 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal MBFI shall have been made known no further liability to F▇▇▇ under this Agreement or otherwise related to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such dateTransactions. If F▇▇▇ seeks relief against MBFI under Section 9.7(a), then the Company MBFI shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if have no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained in obligation to F▇▇▇ under this Section 8.1 are an integral part 9.6(b) and the provisions of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company 9.6(b) shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madethereupon terminate.

Termination Fee. (a) In MFB shall pay MutualFirst the event that this Agreement is terminated by either cash amount of $1.7 million, as an agreed upon liquidated damages and not as a penalty and as the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date sole and exclusive remedy of such termination, pay Parent a fee equal to $8,000,000 MutualFirst and Acquisition Corp. against MFB (the “Termination Fee”), payable within two (2) business days after written demand (or as otherwise provided below) in immediately available funds, upon the occurrence of any of the following: (a) a termination of this Agreement by wire transfer of same day funds.MutualFirst pursuant to Section 9.1(g); (b) In the event that a termination of this Agreement is terminated by either the Company or Parent or Subsidiary MFB pursuant to Section 7.1(a9.1(h), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 which case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer shall be paid concurrently with the termination of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated).this Agreement; (c) The Company acknowledges the entering into a definitive agreement by MFB or MFB Financial relating to a change in control of MFB, MFB Financial or substantially all of the assets of either of them (by merger, consolidation, stock purchase, bulk sale of assets or otherwise) within one (1) year after the termination of this Agreement by MutualFirst pursuant to Section 9.1(b); provided, however, that the agreements contained in if MutualFirst seeks relief against MFB under Section 9.7(a), then MFB shall have no obligation to MutualFirst under this Section 8.1 are an integral part 9.6(c) and the provisions of this Section 9.6(c) shall thereupon terminate; or (d) the consummation of a transaction involving a change in control of MFB, MFB Financial or substantially all of the transactions contemplated assets of either of them (by merger, consolidation, tender offer, stock purchase, bulk sale of assets or otherwise) within one year after the termination of this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due Agreement by MutualFirst pursuant to Section 9.1(b); provided, however, that if MutualFirst seeks relief against MFB under Section 9.7(a), then MFB shall have no obligation to MutualFirst under this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against 9.6(d) and the Company for the fee set forth in provisions of this Section 8.1, the Company 9.6(d) shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount thereupon terminate. Upon payment of the fee at Termination Fee to MutualFirst, MFB shall have no further liability to MutualFirst or Acquisition Corp. under this Agreement or otherwise related to the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeTransactions.

Termination Fee. (a) In If: (i) (A) all conditions set forth in Section 9.1 have been satisfied or waived (other than (1) conditions that by their terms are to be satisfied, and are capable of being satisfied, at Closing if the event Closing were to occur at the time of the relevant termination or (2) any condition that was not satisfied as a result of the breach of, or default under, this Agreement is terminated by either Purchaser) and (B) the Shareholder Representative and the Company or Parent or Subsidiary have irrevocably confirmed in writing that the Shareholders and the Company are ready, willing, and able to consummate the Closing; and (ii) (A) the Company has terminated this Agreement pursuant to Section 7.1(f), 7.1(h12.1(c) or 7.1(i), then (B) Purchaser has terminated this Agreement pursuant to Section 12.1(b) at a time when the Company shall had the right to terminate this Agreement pursuant to Section 12.1(c); then, Purchaser will promptly, but in no any event later than within two days after Business Days of the date of such termination, pay Parent a fee equal to $8,000,000 20,000,000 (the “Termination Fee”) to the Company as directed in writing by wire transfer the Company. For the avoidance of same day fundsdoubt, in no event shall Purchaser be required to pay the Termination Fee on more than one occasion and in no event shall Purchaser be required to pay the Termination Fee in the event the Closing is consummated. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges Parties acknowledge that the agreements contained in this Section 8.1 12.3 are an integral part of this Agreement and the transactions contemplated by this AgreementTransactions, and that, without these agreements, Parent the Company and Subsidiary Purchaser would not enter have entered into this Agreement; accordingly. Accordingly, if the Company Purchaser fails promptly to pay the amount due pursuant to this Termination Fee in accordance with Section 8.112.3(a), and, in order then if to obtain such paymentpayment from Purchaser, Parent the Company commences a suit which an Action that results in a final judgment against the Company Purchaser for the fee amount set forth in this Section 8.112.3 or any portion thereof, Purchaser will pay to the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expensesfees) in connection with such suitthat Action. (c) Notwithstanding anything to the contrary in this Agreement, together the Parties expressly acknowledge and agree that, in light of the difficulty of accurately determining actual Damages with interest on respect to the foregoing in any of the circumstances in which the Termination Fee is payable under this Agreement, (i) the amount of the fee Termination Fee pursuant to this Section 12.3 constitutes a reasonable estimate of the monetary Damages that will be suffered by the Company by reason of breach or termination of this Agreement in those circumstances, and (ii) the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all Damages suffered or incurred by the Shareholders and the Company or any of their respective Affiliates and any such payment of the Termination Fee by or on behalf of Purchaser pursuant to this Section 12.3, will be in full and complete satisfaction of any and all monetary Damages of the Company and the Seller Related Parties arising out of or related to this Agreement and the Transactions (including any breach by Purchaser), the termination of this Agreement, the failure to consummate the Transactions, and any claims or actions under applicable Law arising out of any breach, termination or failure and (iii) none of the Shareholders or the Company or any of their Affiliates or any other Person shall be entitled to recover, individually or in the aggregate, any amount in excess of the Termination Fee or bring or maintain any Action against any Purchaser Related Party arising out of or in connection with this Agreement, any of the Transactions (or the abandonment or termination thereof) or any matters forming the basis for such termination (whether at law, in equity, contract, tort or otherwise). (d) Notwithstanding anything to the prime rate contrary in this Agreement, the Company’s right to terminate this Agreement and receive payment of PNC Bankthe Termination Fee from Purchaser shall, National Association in effect the circumstances in which the Termination Fee is payable, be the sole and exclusive remedy of the Seller Related Parties against Purchaser and the Purchaser Related Parties for any Damages suffered as a result of the failure of the Transactions to be consummated or for a breach or failure on the date such part of Purchaser to perform hereunder or otherwise in circumstances where the payment was required of the Termination Fee is applicable, and upon payment of the Termination Fee Purchaser and the Purchaser Related Parties shall have no further liability or obligation to the Seller Related Parties relating to or arising out of this Agreement or the Transactions. (e) Notwithstanding anything to the contrary contained herein, each of the Company, the Shareholders, their respective Affiliates and any other Seller Related Party (other than Purchaser) hereby (i) waives any rights or claims against any Debt Financing Source and any Investor in connection with this Agreement, the Debt Financing or the Convertible Notes Financing, as applicable, any other document related thereto or the transactions contemplated hereby or thereby or in respect of any oral or written representations made or alleged to be mademade in connection herewith or therewith (whether in contract or in tort, in law or in equity or otherwise) and (ii) agrees not to commence any action (on behalf of itself and its Affiliates, directors, officers, employees, agents and representatives) or proceeding against any Debt Financing Source or Investor in connection with this Agreement, the Debt Financing or Convertible Notes Financing, as applicable, any other document related thereto or the transactions contemplated hereby or thereby or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith (whether in contract or in tort, in law or in equity or otherwise), and to cause any such action or proceeding to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Debt Financing Source or Investor shall have any liability for any claims or damages to the Company, the Shareholders, their respective Affiliates and any other Seller Related Party in connection with this Agreement, the Debt Financing or Convertible Notes Financing, as applicable, any other document related thereto or any of the transactions contemplated hereby or thereby. The provisions of this Section 12.3(e) shall inure to the benefit of, and be enforceable by, each Debt Financing Source, its Affiliates, each Investor, its Affiliates and their respective successors and permitted assigns, each of which is hereby intended to be an express third party beneficiary of this Section 12.3(e).

Termination Fee. (a) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary Buyer pursuant to Sections 25(b)-(h) or the parties otherwise fail to consummate the Closing for any reason whatsoever, in either such event, other than as a result of a breach by Buyer of any of its representations, warranties, covenants or agreements contained in this Agreement, which is not cured or cannot be cured within thirty (30) days after written notice of such breach has been delivered to Buyer and which would, if occurring or continuing on the Closing Date, permit the Seller not to consummate the transactions contemplated hereby under the standard set forth in Section 7.1(f7(b) or 7(c), 7.1(h) or 7.1(i)as applicable, then the Company Seller shall promptlypay to Buyer as promptly as reasonably practicable (and in any event, but in no event later than within two days after the date of (2) Business Days following such termination, pay Parent ) by wire transfer in immediately available funds to an account specified by Buyer in writing to Seller a fee equal to payment of Five Million Dollars Even ($8,000,000 5,000,000.00) (the a “Termination Fee”) by wire transfer ), and Seller shall provide written unconditional releases, in a form reasonably satisfactory to Buyer, of same day fundsall current employees of Buyer, for such period as they remain employees of Buyer or any of its Affiliates, from any and all non-solicitation and non-compete agreements and/or arrangements with Seller. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company Seller acknowledges that the agreements contained in this Section 8.1 38 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary Buyer would not enter into this Agreement and the Termination Fee is not liquidated damages. Buyer shall be entitled to receive payment of the Termination Fee, as well as, for any damages actually incurred by Buyer in excess of the Termination Fee, including, but not limited to, damages resulting from fraud or intentional misrepresentation on the part of Seller. If Buyer seeks its remedies as set forth in this Section 38 of the Agreement; accordingly, if and Seller pays the Company fails promptly amounts owing to pay Buyer under this Section 38, then Buyer will not have any right, equitable or otherwise, to require or otherwise compel Seller to consummate the transactions contemplated by this Agreement. For the avoidance of doubt, the amount due of damages that Buyer may recover from Seller pursuant to this Section 8.138 shall not be governed or limited by Section 20 of this Agreement, which Section 20 only applies to claims for indemnification made by Buyer or Seller, if any, following the Closing. (c) If Seller fails to promptly pay the Termination Fee when due in accordance with the applicable requirements of Section 38, and, in order to obtain such payment, Parent payments Buyer commences a suit which that results in a judgment against the Company Seller for the fee set forth in this Section 8.1Termination Fee, the Company Seller shall pay to Parent Buyer its costs and expenses (including attorneys’ fees and expensesreasonable attorney’s fees) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made.

Termination Fee. (a) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h8.1(e) or 7.1(i(f), then (i) in the Company case of termination under Section 8.1(e), Seller shall promptlyimmediately following such termination pay Buyer an amount equal to four hundred fifty thousand dollars ($450,000.00) (the "Termination Fee"), but and (ii) in no event later than two days after the date case of termination under Section 8.1(f), Seller shall, simultaneously with such terminationtermination and as a condition thereof, pay Parent a fee equal to $8,000,000 (Buyer the “Termination Fee”) by wire transfer of same , in each case in same-day funds. (b) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to party under Section 7.1(a8.1(g), 7.1(d)and prior thereto there has been publicly announced an Acquisition Proposal, or 7.1(e) and then if (x) at the time within nine months of such termination a Takeover Proposal shall have been made known to the Company Seller or has been made directly to the Company’s shareholders generally or any person shall have publicly announced an intention SMB either (whether or not conditionalA) to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an a definitive agreement with respect to such Takeover an Acquisition Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover B) consummates an Acquisition Proposal, such recommendation Seller shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall immediately pay Parent Buyer the Termination Fee by wire transfer set forth in Section 8.4(a) in same-day funds. For purposes of same day funds not later than the date such agreement is entered into clauses (or, if no agreement is entered intoA) and (B) above, the date such transaction is consummated)reference to 24.99% in the definition of Acquisition Proposal shall be "a majority". (c) The Company acknowledges that payment of the agreements contained in Termination Fee shall fully discharge Seller from any and all liability under this Section 8.1 are an integral part of Agreement and related to the transactions contemplated herein, and Buyer shall not be entitled to any other relief or remedy against Seller. If the Termination Fee is not payable, Buyer may pursue any and all remedies available to it against Seller on account of a willful and material breach by Seller of any of the provisions of this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly. Moreover, if the Company fails promptly to pay the amount due Termination Fee is payable pursuant to this Section 8.18.1(e)(ii), and, in order Buyer shall have the right to obtain such payment, Parent commences a suit which results in a judgment pursue any and all remedies available to it against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest Seller on the amount account of the fee at willful and material breach by Seller of Section 6.7 in lieu of accepting the prime rate Termination Fee under Section 8.4(a), Seller may pursue any and all remedies available to it against Buyer on account of PNC Bank, National Association in effect on a willful and material breach by Buyer of any of the date such payment was required to be madeprovisions of this Agreement.

Termination Fee. (a) In the event that If this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(ii) or Section 9.01(b)(iii) (except if the Company has made a Company Adverse Recommendation Change pursuant to Section 2.06(g)) or by Parent pursuant to Section 9.01(c)(iii) (solely upon a willful and intentional breach by the Company of its obligations pursuant to Section 5.02 or upon a breach of the Company’s obligation to hold the Company Shareholders’ Meeting and use its reasonable best efforts to solicit from its shareholders proxies in favor of the Scheme and take all other actions reasonably necessary or advisable to secure the approval and adoption of the Scheme by the Company’s shareholders, in accordance with the terms of Section 5.04) and (A) at or prior to the occurrence of such applicable triggering event a Company Acquisition Proposal shall have been publicly disclosed, announced, commenced, submitted or made or, in the case of a termination pursuant to Section 9.01(b)(ii) or Section 9.01(c)(iii) (solely in the circumstances described in the preceding parenthetical), shall have been received by the Company or Parent any of its Representatives; and (B) within 12 months after the date of any such termination, the Company or Subsidiary pursuant any of its Affiliates shall have entered into a definitive agreement with respect to Section 7.1(f), 7.1(h) any Company Acquisition Proposal or 7.1(iany Company Acquisition Proposal is consummated (regardless of whether it is the same Company Acquisition Proposal), then the Company shall promptlypay, but or cause to be paid, to Parent, in no event later than two days after cash at the date earlier of such terminationtime as such agreement is entered into or such transaction is consummated, pay Parent a non-refundable fee equal to $8,000,000 (in the “amount of the Company Termination Fee; provided, however, for purposes of clause (B) above, all references to “15% or more” in the definition of Company Acquisition Proposal shall be deemed to be references to “more than 50%”) by wire transfer of same day funds. (b) In the event that If this Agreement is terminated by either Parent or the Company or Parent or Subsidiary pursuant to Section 7.1(a9.01(b)(ii) or Section 9.01(b)(iv) or by the Company pursuant to Section 9.01(d)(iii) (solely upon a willful and intentional breach by Parent of its obligations pursuant to Section 6.02 or upon a breach of Parent’s obligation to hold the Parent Stockholders’ Meeting and use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of the Parent Proposals and take all other actions reasonably necessary or advisable to secure the approval of the Parent Proposals by Parent’s stockholders, in accordance with the terms of Section 6.06), 7.1(d), or 7.1(e) and if (xA) at or prior to the time occurrence of such termination applicable triggering event a Takeover Parent Acquisition Proposal shall have been publicly disclosed, announced, commenced, submitted or made known or, in the case of a termination pursuant to Section 9.01(b)(ii) or Section 9.01(d)(iii) (solely in the Company or has circumstances described in the preceding parenthetical), shall have been made directly to the Company’s shareholders generally received by Parent or any person of its Representatives; and (B) within 12 months after the date of any such termination, Parent or any of its Affiliates shall have publicly announced an intention (whether or not conditional) to make such entered into a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an definitive agreement with respect to such Takeover any Parent Acquisition Proposal or such Takeover any Parent Acquisition Proposal is consummated (regardless of whether it being understood that in is the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover same Parent Acquisition Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then Parent shall pay, or cause to be paid, to the Company shall pay Parent Company, in cash at the Termination Fee by wire transfer earlier of same day funds not later than the date such time as such agreement is entered into (or, if no agreement is entered into, the date or such transaction is consummated), a non-refundable fee in the amount of the Parent Termination Fee; provided, however, for purposes of clause (B) above, all references to “15% or more” in the definition of Parent Acquisition Proposal shall be deemed to be references to “more than 50%”. (c) The If this Agreement is terminated: (i) by Parent pursuant to Section 9.01(c)(ii); (ii) by the Company pursuant to Section 9.01(d)(i) (subject to the conditions in Sections 9.01(d)(i)(A), (B) and (D) having occurred) or (iii) unless the Company Shareholder Approval was received prior to such termination, by the Company pursuant to Section 9.01(b)(ii) and (in each case in the foregoing clauses (i) through (iii)) the Company Independent Board, the Company’s board of directors or any committee thereof made a Company Adverse Recommendation Change (except if such Company Adverse Recommendation Change was made pursuant to Section 2.06(g)), then in each case, the Company shall pay, or cause to be paid, to Parent a non-refundable fee in the amount of the Company Termination Fee. In the case of termination of this Agreement in the manner set forth in clauses (i) or (iii) of this Section 9.03(c), the Company Termination Fee shall be paid by or on behalf of the Company within two (2) Business Days after such termination; and in the case of termination of this Agreement in the manner set forth in clause (ii) of this Section 9.03(c), the Company Termination Fee shall be paid by the Company immediately prior to or concurrently with such termination. (d) If this Agreement is terminated: (i) by Parent pursuant to Section 9.01(c)(i); or (ii) unless the Parent Stockholder Approval was received prior to such termination, by Parent pursuant to Section 9.01(b)(ii) and (in each case in the foregoing clauses (i) and (ii)) the Parent Board or any committee thereof made a Parent Adverse Recommendation Change, then in each case, Parent shall pay, or cause to be paid, to the Company a non-refundable fee in the amount of the Parent Termination Fee. In the case of termination of this Agreement in the manner set forth in clause (ii) of this Section 9.03(d), the Parent Termination Fee shall be paid by or on behalf of Parent within two (2) Business Days after such termination; and in the case of termination of this Agreement in the manner set forth in clause (i) of this Section 9.03(d), the Parent Termination Fee shall be paid by Parent immediately prior to or concurrently with such termination. (e) Each of Parent and the Company acknowledges and agrees that (i) the agreements contained in this Section 8.1 9.03 are an integral part of the transactions contemplated by this AgreementTransactions, and that, (ii) without these agreements, Parent Parent, Merger Sub and Subsidiary the Company would not enter have entered into this Agreement; accordingly, if the Company fails promptly to pay the Agreement and (iii) any amount due payable pursuant to this Section 8.19.03 is not a penalty, and, in order to obtain such payment, Parent commences a suit which results but rather is liquidated damages in a judgment against reasonable amount that will compensate the Parties in the circumstances in which such amount is payable. The Parties acknowledge and agree that in no event shall the Company for be required to pay the fee set forth Company Termination Fee on more than one occasion and in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. If the Company fails to pay when due any amount payable under this Section 8.19.03, then: (A) the Company shall reimburse Parent for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Parent of its rights under this Section 9.03 incurred in connection with defending such Proceeding to collect such fees; and (B) the Company shall pay to Parent its interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent in full) at a rate per annum equal to 300 basis points over the “prime rate” (as reported by Bloomberg L.P. on the date such overdue amount was originally required to be paid). If Parent fails to pay when due any amount payable under this Section 9.03, then: (x) Parent shall reimburse the Company for all costs and expenses (including attorneys’ fees and expensesdisbursements of counsel) incurred in connection with the collection of such suit, together overdue amount and the enforcement by the Company of its rights under this Section 9.03 incurred in connection with defending such Proceeding to collect such fees; and (y) Parent shall pay to the Company interest on such overdue amount (for the amount period commencing as of the fee at the prime rate of PNC Bank, National Association in effect date such overdue amount was originally required to be paid and ending on the date such payment overdue amount is actually paid to the Company in full) at a rate per annum equal to 300 basis points over the “prime rate” (as reported by Bloomberg L.P. on the date such overdue amount was originally required to be madepaid). (f) Notwithstanding anything to the contrary contained in this Agreement, (i) if this Agreement is terminated under circumstances where the Company Termination Fee would be payable pursuant to this Section 9.03, the indefeasible payment by the Company of the Company Termination Fee in accordance with this Agreement shall be the sole and exclusive remedy of Parent and its Related Persons against the Company and its Representatives and Affiliates for (A) any loss suffered, directly or indirectly, as a result of the failure of the Scheme to be implemented, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, (ii) in no event will Parent or Merger Sub seek to recover any other money damages or seek any other remedy (including any remedy for specific performance, except solely in compliance with Section 10.11) based on a claim in law or equity with respect to (A) any loss suffered, directly or indirectly, as a result of the failure of the Scheme to be implemented, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and (iii) upon payment of the Company Termination Fee in accordance with this Section 9.03, neither the Company nor any of its Affiliates or Representatives shall have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement. (g) Notwithstanding anything to the contrary contained in this Agreement, (i) if this Agreement is terminated under circumstances where the Parent Termination Fee would be payable pursuant to this Section 9.03, the indefeasible payment by Parent of the Parent Termination Fee in accordance with this Agreement shall be the sole and exclusive remedy of the Company and its Related Persons against Parent and Merger Sub and their respective Representatives and Affiliates for (A) any loss suffered, directly or indirectly, as a result of the failure of the Scheme to be implemented, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, (ii) in no event will the Company seek to recover any other money damages or seek any other remedy (including any remedy for specific performance, except solely in compliance with Section 10.11) based on a claim in law or equity with respect to (A) any loss suffered, directly or indirectly, as a result of the failure of the Scheme to be implemented, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and (iii) upon payment of the Parent Termination Fee in accordance with this Section 9.03, none of Parent or Merger Sub or any of their respective Affiliates or Representatives shall have any further liability or obligation to the Company relating to or arising out of this Agreement. (h) Any modifications, amendments, adjustments or additions to grounds for termination pursuant to Section 9.01 shall be subject to TRP approval and, if so required by the TRP, the approval of either or both the Company shareholders and Parent stockholders.

Termination Fee. Buyer will pay Seller in cash a termination fee equal to $81,052.68 (ai.e., an amount equal to one percent (1%) In of the Base Purchase Price) (the “Termination Fee”) in the event that this Agreement is terminated by either the Company or Parent or Subsidiary Buyer pursuant to Section 7.1(f11.1(c)(ii) (but only if the Agreement is then terminable by Seller pursuant to Section 11.1(b)(v)) or Section 11.1(c)(v) or by Seller pursuant to Section 11.1(b)(i), 7.1(hSection 11.1(b)(ii), Section 11.1(b)(iii), Section 11.1(b)(iv) or 7.1(iSection 11.1(b)(v), then the Company . The Termination Fee shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal be paid by Buyer to $8,000,000 (the “Termination Fee”) by Seller via wire transfer of same day funds. immediately available funds within thirty (b30) In days of termination of this Agreement by Buyer. Notwithstanding anything to the contrary in this Agreement or otherwise, in the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent circumstances in which the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due payable pursuant to this Section 8.111.2, and(a) the right to enforce payment thereof against Buyer shall be the sole and exclusive remedy of Seller and the Members against Buyer and (b) upon payment of the Termination Fee pursuant to Section 11.2, Buyer shall have no further liability or obligation relating to or arising out of this Agreement or the Transactions. If Buyer pays the Termination Fee to Seller, Seller shall not pursue any additional remedies against Buyer or Parent and the Termination Fee and the Termination Fee shall be Seller’s sole remedy against Buyer and Parent. Any claim based upon, in order respect of, arising under, out of or because of, connected with, or relating to obtain such payment, Parent commences a suit which results in a judgment the Termination Fee may be made only against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs Buyer and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeParent.

Termination Fee. (a) In If the event that this Agreement Term is terminated by either the Company or Parent or Subsidiary (A) pursuant to Section 7.1(f)4.1, 7.1(h4.2 or 4.3 of this Agreement,(B) by the Lender other than pursuant to Section 4.5(a) of this Agreement, or (C) by the Company pursuant to Section 4.4 of this Agreement in connection with or following termination of the Employment Term under the circumstances described in clauses (A) or 7.1(i)(B) or Section 4.6(a) of the Employment Agreement, then the Company Lender shall promptly, but be entitled to receive its Producer Fee at the rate provided in no event later than two days after Section 3 hereof to the date of on which such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day fundstermination shall take effect. (b) In Except as provided in Section 4.6(c) of this Agreement, if the event that this Agreement Term is terminated (A) by either the Lender pursuant to clauses (i) or (ii) of Section 4.5(a) of this Agreement, (B) by the Company or Parent or Subsidiary other than pursuant to Section 7.1(a4.1, 4.2, 4.3 or 4.4 of this Agreement, (C) by the Lender pursuant to Section 4.5(c) of this Agreement in connection with or following termination of the Employment Term under the circumstances described in clause (A) or (B) of Section 4.6(b) of the Employment Agreement, or (D) if the Employment Term expires as a result of the Company giving a Notice of Nonrenewal under the Employment Agreement, the Company shall continue thereafter to pay the Producer Fee to the Lender until the second anniversary of the date of termination. The Lender shall have no duty or obligation to mitigate the amounts or benefits required to be provided pursuant to this Section 4.6(b), 7.1(d)nor shall any such amounts or benefits be reduced or offset by any other amounts to which Lender may become entitled; provided, that if the Producer becomes employed by a new employer or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known self-employed prior to the Company earlier of the Expiration Date 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 (y) within twelve (12) months after the date of termination, up to one-half of the Producer Fee payable to the Lender pursuant to this Section 4.6(b) shall be reduced by an amount equal to the amount earned from such termination the Company enters into an agreement employment with respect to that period (and the Lender shall be required to return to the Company, without interest, any amount by which such Takeover Proposal payments pursuant to Section this 4.6(b) exceed the Producer Fee to which the Executive is entitled after giving effect to that reduction). As a condition to the Lender receiving the payments under Section 4.6(b), the Lender agrees to cause the Producer to permit verification of his employment records and Federal income tax returns by an independent attorney or accountant, selected by the Company but reasonably acceptable to the Lender, who agrees to preserve the confidentiality of the information disclosed by the Producer except to the extent required to permit the Company to verify the amount received by the Producer from other active employment. (c) If the Term is terminated upon or following the occurrence of a Third Party Change in Control (as defined in Section 4.5(d)) or in contemplation of a Third Party Change in Control, and such Takeover Proposal termination is consummated by the Lender pursuant to Section 4.5(a) of this Agreement, by the Company other than pursuant to Section 4.1, 4.2, 4.3 or 4.4 of this Agreement, by the Lender pursuant to Section 4.5(c) of this Agreement in connection with or following termination of the Employment Term under the circumstances described in clause (it being understood that in A) or (B) of Section 4.6(b) of the event the Board of Directors Employment Agreement, or occurs as a result of the Company recommends acceptance by giving a Notice of Nonrenewal under the Employment Agreement, the Company shall thereafter pay to the Producer an amount equal to two (2) times the then current Producer Fee. (d) For purposes of this Agreement, a Third Party Change in Control shall be deemed to have occurred if (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than an Excluded Person or Excluded Group (as defined below) (hereinafter, a "Third Party"), is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company, (ii) the Company is a party to any merger, consolidation or similar transaction as a result of which the shareholders of the Company of a tender offer with respect immediately prior to such Takeover Proposaltransaction beneficially own securities of the surviving entity representing less than fifty percent (50%) of the combined voting power of the surviving entity's outstanding securities entitled to vote in the election of directors of the surviving entity or (iii) all or substantially all of the assets of the Company are acquired by a Third Party. "Excluded Group" means a "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that (i) includes one or more Excluded Persons; provided, that the voting power of the voting stock of the Company "beneficially owned" (as such recommendation shall be treated as though an agreement with respect term is used in Rule 13d-3 promulgated under the Exchange Act) by such Excluded Persons (without attribution to such Takeover Proposal had been entered into on Excluded Persons of the ownership by other members of the "group") represents a majority of the voting power of the voting stock "beneficially owned" (as such date), then term is used in Rule 13d-3 promulgated under the Company shall pay Parent Exchange Act) by such group or (ii) exists solely by virtue of the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges fact that the agreements contained in this Section 8.1 members of such group are an integral part parties to the Stockholders' Agreement, dated as of October 1, 1998, by and among the Company, Isaac Perlmutter, Avi Arad, Mark Dickstein, The Chase Manhattan ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇nle▇ & ▇▇. I▇▇▇▇▇▇▇▇▇▇▇, Whippoo▇▇▇▇▇ Associates Inc▇▇▇▇▇▇t▇▇ ▇▇▇ various other stockholders of the transactions contemplated by this Company, as that agreement may be amended from time to time (the "Stockholders Agreement"). "Excluded Person" means (i) while the Stockholders Agreement is in effect in substantially its current form, any person or entity who or which is a party to the Stockholders Agreement as of the Effective Date and any affiliate of such a party to the Stockholders Agreement who becomes a party to the Stockholders Agreement, and that, without these agreements, Parent (ii) Isaac Perlmutter and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount Avi Arad or any of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madetheir affiliates.

Termination Fee. (a) In the event that Notwithstanding any other provision of this Agreement, if this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(feither of Sections 10.1(e)(i), 7.1(h(ii) or 7.1(i10.1(f), then the Company shall promptlyimmediately pay to MergerSub a break-up fee of $11,000,000 (the "Termination Fee"). In addition, but (i) if this Agreement is terminated pursuant to Section 10.1(e)(iv) or 10.1(g) then in no the event later than two days that, after the date of hereof and prior to such termination, either (A) a Third Party Acquisition occurs, or (B) any Third Party shall have made, proposed, communicated or disclosed an intention to make a proposal with respect to a Third Party Acquisition then the Company shall immediately pay Parent a fee equal to $8,000,000 (MergerSub the “Termination Fee”; or (ii) by wire transfer if this Agreement is terminated pursuant to Section 10.1(e)(iii) and within eighteen (18) months following the termination of same day fundsthis Agreement (A) a Third Party Acquisition occurs or (B) the Company or any of its Subsidiaries shall have entered into a definitive agreement with respect to a Third Party Acquisition, then the Company shall immediately pay to MergerSub the Termination Fee upon the first to occur of any of the events specified in clause (A) or (B) of this clause (ii). (b) In The Company shall pay, or reimburse MergerSub, within two Business Days of submission of one or more statements therefor, accompanied by reasonable supporting documentation, for the event that amount of all out of pocket costs, fees and expenses reasonably incurred by any of them or on their behalf arising out of, in connection with, or related to this Agreement, the Merger and the consummation of all transactions contemplated by this Agreement (including, without limitation, HSR Act and other filing fees, fees and expenses of printers, accountants, financial advisors, attorneys, consultants and appraisers, or any Person providing or proposing to provide any portion of the Financing, as well as commitment and other fees, charges and expenses of any such Person) (the "Expenses"); if this Agreement is terminated by either the Company or Parent or Subsidiary MergerSub pursuant to Section 7.1(a10.1(c), 7.1(d)PROVIDED, or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company or has been made directly to THAT, the Company’s shareholders generally or any person shall have publicly announced an intention (whether or not conditional) to make such a Takeover Proposal 's aggregate payments and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due reimbursements pursuant to this Section 8.1, and, 10.2(b) shall in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeno event exceed $3,000,000.

Termination Fee. (a) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h8.1(e) or 7.1(i(f), then (i) in the Company case of termination under Section 8.1(e), Puget Sound shall promptly, but in no event later than two days after the date of immediately following such termination, termination pay Parent a fee Heritage an amount equal to $8,000,000 4,250,000 (the “"Termination Fee”"), and (ii) by wire transfer in the case of same termination under Section 8.1(f), Puget Sound shall, simultaneously with such termination and as a condition thereof, pay Heritage the Termination Fee, in each case in same-day funds. (b) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to party under Section 7.1(a8.1(g), 7.1(d)and prior thereto there has been publicly announced an Acquisition Proposal, or 7.1(e) and then if (x) at the time within one year of such termination a Takeover Proposal shall have been made known to the Company Puget Sound or has been made directly to the Company’s shareholders generally or any person shall have publicly announced an intention Puget Sound Bank either (whether or not conditionalA) to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an a definitive agreement with respect to such Takeover an Acquisition Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover B) consummates an Acquisition Proposal, such recommendation Puget Sound shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall immediately pay Parent Heritage the Termination Fee by wire transfer set forth in Section 8.4(a) in same-day funds. For purposes of same day funds not later than the date such agreement is entered into clauses (or, if no agreement is entered intoA) and (B) above, the date such transaction is consummated)reference to 20% in the definition of Acquisition Proposal shall be 50%. (c) The Company acknowledges that payment of the agreements contained in Termination Fee shall fully discharge Puget Sound from any and all liability under this Section 8.1 are an integral part of Agreement and related to the transactions contemplated herein, and Heritage shall not be entitled to any other relief or remedy against Puget Sound. If the Termination Fee is not payable, Heritage may pursue any and all remedies available to it against Puget Sound on account of a willful and material breach by Puget Sound of any of the provisions of this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly. Moreover, if the Company fails promptly to pay the amount due Termination Fee is payable pursuant to this Section 8.18.1(e)(ii) or (iii), and, in order Heritage shall have the right to obtain such payment, Parent commences a suit which results in a judgment pursue any and all remedies available to it against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest Puget Sound on the amount account of the fee at willful and material breach by Puget Sound of Section 6.8 in lieu of accepting the prime rate Termination Fee under Section 8.4(a). Puget Sound may pursue any and all remedies available to it against Heritage on account of PNC Bank, National Association in effect on a willful and material breach by Heritage of any of the date such payment was required to be madeprovisions of this Agreement.

Termination Fee. (a) In Notwithstanding Section 8.3 above, in the event that there is a valid and effective termination of this Agreement is terminated by either the Company or Parent or Subsidiary Purchaser pursuant to Section 7.1(f8.1(e) (but only in the case of termination for any uncured willful breaches by the Company of any of its representations, warranties, covenants or obligations under this Agreement or Fraud Claims against the Company), 7.1(hSection 8.1(i) or 7.1(i), Section 8.1(j) then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent to Purchaser a termination fee equal to One Million U.S. Dollars ($8,000,000 1,000,000) (the “Company Termination Fee”) ). The Company Termination Fee shall be paid by wire transfer of same day fundsimmediately available funds to an account designated in writing by Purchaser within five (5) Business Days after such termination. (b) In Notwithstanding Section 8.3 above, but subject to Section 9.1, in the event that there is a valid and effective termination of this Agreement is terminated by either the Company pursuant to Section 8.1(d) (but only in the case of termination for any uncured willful breaches by the Purchaser of any of its representations, warranties, covenants or obligations under this Agreement or Fraud Claims against the Purchaser), then Purchaser shall pay to the Company a termination fee in cash equal to up to Two Hundred Fifty Thousand U.S. Dollars ($250,000) in Expenses actually incurred by or on behalf of the Company or Parent any of its Affiliates in connection with the authorization, preparation, negotiation, execution or Subsidiary pursuant to Section 7.1(aperformance of this Agreement or the Ancillary Documents or the Merger or the other transactions contemplated hereby or thereby, including any related SEC filings, the Registration Statement, and any PIPE Investment or Company Equity Financing (such aggregate amount, the “Purchaser Termination Fee”, and each of the Company Termination Fee and the Purchaser Termination Fee, a “Termination Fee”). Notwithstanding the foregoing, 7.1(d)the Purchaser Termination Fee shall only be payable by Purchaser upon the earlier of Purchaser’s completion of a Business Combination with another Person thereafter or the dissolution and liquidation of Purchaser (in each case, or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known solely to the Company or has been made directly extent of funds outside of the Trust Account after payment of the amounts owed 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 (y) within twelve (12) months after such termination the Company enters into an agreement Public Shareholders with respect to their Purchaser Common Stock either in connection with such Takeover Proposal dissolution and liquidation or pursuant to redemptions in connection with such Takeover Proposal is consummated Business Combination, and without recourse against the Public Shareholders) or, if later, five (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then 5) Business Days after the Company shall pay Parent have delivered to Purchaser the Termination Fee amount of such Expenses, along with reasonable documentation in connection therewith, by wire transfer of same day immediately available funds not later than to an account designated in writing by the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)Company. (c) The Company acknowledges that Notwithstanding anything to the agreements contained contrary in this Section 8.1 are an integral part Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Termination Fee is payable, the payment of the Termination Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the terminating Party or its Affiliates would otherwise be entitled to assert against the other Party or any of its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the transactions contemplated by hereby and shall constitute the sole and exclusive remedy available to the terminating Party or its Affiliates, provided, that the foregoing shall not limit (x) the other Party or its Affiliates from Liability for any Fraud Claim relating to events occurring prior to termination of this Agreement or (y) the rights of Purchaser of the Company, as applicable, to seek specific performance or other injunctive relief in lieu of terminating this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made.

Termination Fee. (a) In the event that If this Agreement is validly terminated (i)(A) by either the Company or Parent or Subsidiary Sellers pursuant to Section 7.1(f), 7.1(h8.1(c) or 7.1(iSection 8.1(d) or (B) by either party pursuant to Section 8.1(e) at a time when the Sellers have the right to terminate this Agreement pursuant to Section 8.1(c) or Section 8.1(d) but have not exercised such right, and (ii) at the time of such termination Buyer does not have the right to terminate this Agreement pursuant to Section 8.1(b) (disregarding for such purpose the 10 day cure period referenced in Section 8.1(b)), then the Company Buyer shall promptlypay, but in no event later than two days after the date of such terminationcause to be paid, pay Parent a fee or have paid on its behalf an aggregate amount equal to $8,000,000 5,000,000 (the “Termination Fee”) to the Sellers as promptly as reasonably practicable (and in any event, within five (5) business days following such termination) by wire transfer of same day fundsimmediately available funds to the account designated by the Sellers in writing. (b) In Notwithstanding anything else in this Agreement to the contrary, in the event that Sellers have the right (A) to terminate this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a8.1(c), 7.1(dSection 8.1(d), or 7.1(eSection 8.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company or has been made directly to the Company’s shareholders generally or any person shall have publicly announced an intention (whether or not conditionalB) to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination receive the Company enters into an agreement with respect Termination Fee pursuant to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such dateSection 8.3(a), then the Company shall pay Parent (i) exercise of such right and receipt of the Termination Fee by wire transfer pursuant to Section 8.3(a) shall be Sellers’ sole and exclusive remedy and (ii) in no event shall Buyer, SLS or any of same day funds their respective stockholders, partners, members, directors, officers, Affiliates or agents be subject to any liability (other than payment of the Termination Fee) for any Losses of the Sellers arising from or in connection with this Agreement or the transactions contemplated hereby (including, but not later than limited to, any Loss suffered as a result of (1) the date such breach of any representation, warranty, covenant or agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements of Buyer contained in this Section 8.1 are an integral part Agreement, (2) the failure of the Closing to be consummated or (3) any other claim relating to or arising out of this Agreement or the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madehereby).

Termination Fee. (a) In the event that that: (i) Purchaser terminates this Agreement pursuant to Section 9.01(f) or 9.01(g); (ii) (1) this Agreement is terminated by either the Company (x) Seller or Parent or Subsidiary Purchaser pursuant to Section 7.1(f9.01(b), 7.1(h) or 7.1(iand Seller did not have the right to terminate this Agreement pursuant to Section 9.01(e), then the Company shall promptlyor (y) by Purchaser pursuant to Section 9.01(d) and prior to such termination, but in no event later than two days after the date an Alternative Transaction Proposal has been made and (2) within nine (9) months of such termination, Seller or any of its Subsidiaries (including any Brand Company) enters into a definitive agreement with any third party to consummate, or consummates, an Alternative Transaction; (iii) (1) this Agreement is terminated by (x) Seller or Purchaser pursuant to Section 9.01(b), and Seller did not have the right to terminate this Agreement pursuant to Section 9.01(e), or (y) by Purchaser pursuant to Section 9.01(d) and prior to such termination, no Alternative Transaction Proposal has been made and (2) within six (6) months of such termination, Seller or any of its Subsidiaries (including any Brand Company) enters into a definitive agreement with any third party to consummate, or consummates, an Alternative Transaction; or (iv) Seller terminates this Agreement pursuant to Section 9.01(h); then, Seller shall pay Parent Purchaser a one-time fee equal to $8,000,000 5,010,000 (the “Termination Fee”), which Termination Fee shall be the sole and exclusive remedy available at law or in equity to Purchaser for a termination of this Agreement which results in the payment of the Termination Fee. Any amounts due under this Section 9.04(a) shall be paid by wire transfer of same same-day funds. (b) In funds on the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time date of such termination a Takeover Proposal shall have been made known or entry into such definitive agreement, as applicable, to the Company or has been made directly an account provided in writing by Purchaser 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) Seller. The Company acknowledges Parties agree that the agreements contained liquidated damages described in this Section 8.1 9.04 are an integral based in part on the damages which the Purchaser would suffer on account of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount failure of the fee at Closing to occur under the prime rate circumstances specified (which damages the parties acknowledge and agree are incapable of PNC Bank, National Association in effect on exact determination of amount). It is therefore understood and agreed that such liquidated damages amount represents the date such payment was required to be madeParties’ reasonable estimate of actual damages and do not constitute a penalty.

Termination Fee. To compensate Prosperity for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by Prosperity, the Company and Prosperity agree as follows: (a) In the event Provided that Prosperity shall not be in material breach of any covenant or obligation under this Agreement is terminated (which breach has not been cured promptly following receipt of written notice thereof by either the Company or Parent or Subsidiary pursuant to Section 7.1(fspecifying in reasonable detail the basis of such alleged breach), 7.1(h) or 7.1(i), then the Company shall promptly, but in no event later than two days after pay to Prosperity the date sum of such termination, pay Parent a fee equal to $8,000,000 4,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that if this Agreement is terminated (i) by the Company under the provisions of Section 9.1(f), (ii) by either Prosperity or the Company or Parent or Subsidiary pursuant to under the provisions of Section 7.1(a9.1(d), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance failure by the shareholders of the Company of a tender offer to approve and adopt this Agreement and the Merger there shall exist an Acquisition Proposal with respect to such Takeover Proposalthe Company and, such recommendation shall be treated as though an within twelve months of the termination of this Agreement, the Company enters into a definitive agreement with any third party with respect to any such Takeover Acquisition Proposal had been entered into on or (iii) by Prosperity under the provisions of Section 9.1(g). The payment of the Termination Fee shall be Prosperity’s sole and exclusive remedy with respect to termination of this Agreement as set forth in this Section 9.3(a). (b) Any payment required by paragraph (a) of this Section 9.3 shall become payable within two (2) business days after receipt by the non-terminating party of written notice of termination of this Agreement; provided, however, that if such datetermination payment is required pursuant to clause (ii) of Section 9.3(a), then such termination payment shall become payable within two (2) business days after the execution and delivery by the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)definitive agreement. (c) The For purposes of this Agreement, “Acquisition Proposal” means a written offer or proposal which contains a fixed price per share or a mathematically ascertainable formula for calculating a price per share for the Company acknowledges that Common Stock regarding any of the agreements contained in this Section 8.1 are an integral part of following (other than the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if ) involving the Company fails promptly to pay or any Subsidiary: (i) any merger, reorganization, consolidation, share exchange, recapitalization, business combination, liquidation, dissolution or other similar transaction involving any sale, lease, exchange, mortgage, pledge, transfer or other disposition of, all or substantially all of the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1assets or equity securities or deposits of, the Company shall pay or any Subsidiary, in a single transaction or series of related transactions which could reasonably be expected to Parent its costs and expenses impede, interfere with, prevent or materially delay the completion of the Merger; (including attorneys’ fees and expensesii) any tender offer or exchange offer for all or substantially all of the outstanding shares of capital stock of the Company or the filing of a registration statement under the Securities Act in connection with such suittherewith; or (iii) any public announcement of a proposal, together with interest on the amount plan or intention to do any of the fee at foregoing or any agreement to engage in any of the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeforegoing.

Termination Fee. (a) In If this Agreement is terminated (i) by Parent pursuant to Section 8.1(b) hereof, and the failure of the Effective Time to occur has been caused by or is attributable to any failure (other than a willful failure) by the Company to fulfill any of its obligations under this Agreement, or (ii) by Parent pursuant to Section 8.1(d)(ii) hereof (other than in connection with a willful breach by the Company of any representation, warranty, covenant or agreement set forth in this Agreement or the Plan of Merger), and in either case if the Company is not entitled to terminate this Agreement by reason of Section 8.1(c) hereof, then Parent will be entitled to pursue its remedies at law or in equity against the Company; provided, however, the parties hereto agree that Parent shall only be entitled to recover in any such proceeding its proven actual damages, not to exceed $250,000. (b) If this Agreement is terminated (i) by Parent pursuant to Section 8.1(b) hereof, and the failure of the Effective Time to occur has been caused by or is attributable to any willful failure of the Company to fulfill any of its obligations under this Agreement, (ii) by Parent pursuant to Section 8.1((d))(ii) hereof in connection with a willful breach by the Company of any representation, warranty, covenant or agreement set forth in this Agreement or the Plan of Merger, (iii) by Parent pursuant to Section 8.1(d)(i) or 8.1(d)(iii) hereof, or (iv) by the Company pursuant to Section 8.1((e)) hereof, and in each case if the Company is not entitled to terminate this Agreement by reason of Section 8.1((c)) hereof, then the Company shall promptly (and in any event that within two days of receipt by the Company of written notice from Parent) pay to Parent (by wire transfer of immediately available funds to an account designated by Parent) a termination fee of $1,000,000 plus all out-of-pocket expenses (including all fees and expenses of its counsel, advisors, accountants and consultants) incurred by Parent or on its behalf in connection with the transactions contemplated in this Agreement. (c) If this Agreement is terminated by either the Company or Parent or Subsidiary (i) pursuant to Section 7.1(f8.1((b)) hereof, and the failure of the Effective Time to occur has been caused by or is attributable to any failure (other than a willful failure) by Parent to fulfill any of its obligations under this Agreement, or (ii) pursuant to Section 8.1((c)) hereof (other than in connection with a willful breach by Parent of any representation, warranty, covenant or agreement set forth in this Agreement or the Plan of Merger), 7.1(hand in each case if Parent is not entitled to terminate this Agreement by reason of Section 8.1(d)(ii) or 7.1(i)hereof, then the Company will be entitled to pursue its remedies at law or in equity against Parent; provided, however, the parties hereto agree that the Company shall promptlyonly be entitled to recover in any such proceeding its proven actual damages, but in no event later than two days after the date of such termination, pay Parent a fee equal not to exceed $8,000,000 (the “Termination Fee”) by wire transfer of same day funds250,000. (bd) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary (i) pursuant to Section 7.1(a)8.1(b) hereof, 7.1(d)and the failure of the Effective Time to occur has been caused by or is attributable to any willful failure of Parent to fulfill any of its obligations under this Agreement, or 7.1(e(ii) pursuant to Section 8.1(c) hereof in connection with a willful breach by Parent of any representation, warranty, covenant or agreement set forth in this Agreement or the Plan of Merger, and in either case if Parent is not entitled to terminate this Agreement by reason of Section 8.1(d)(ii) hereof, then Parent shall promptly (xand in any event within two days of receipt by Parent of written notice from the Company) at the time of such termination a Takeover Proposal shall have been made known pay to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day immediately available funds not later than to an account designated by the date such agreement is entered into Company) a termination fee of $1,000,000 plus all out-of-pocket expenses (orincluding all fees and expenses of its counsel, if no agreement is entered intoadvisors, accountants and consultants) incurred by the date such transaction is consummated)Company or on its behalf in connection with the transactions contemplated in this Agreement. (ce) The Company acknowledges that If this Agreement is terminated pursuant to Sections 8.1(a), (f) or (g) hereof, each of the agreements contained parties hereto shall pay their respective out-of-pocket expenses (including all fees and expenses of the respective counsel, advisors, accountants and consultants) incurred in this Section 8.1 are an integral part of connection with the transactions contemplated by in this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into . (f) This Section 8.3 shall be the sole remedy of the parties hereto in the event of any termination of this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made.

Termination Fee. (a) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary Acquiror pursuant to Section 7.1(f), 7.1(h3.6(h) or 7.1(i), then by the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date3.6(g), then the Company shall pay Parent the Termination Fee to Acquiror (by wire transfer of same day funds immediately available funds), within two Business Days after such termination, a fee in an amount equal to the Termination Fee. (b) If (i) this Agreement is terminated (A) by Acquiror pursuant to Section 3.6(f) in respect of a Willful Breach, or (B) by the Company pursuant to Section 3.6(b) (but only if at such time Acquiror would have been entitled to terminate this Agreement pursuant to Section 3.6(b) or Section 3.6(f) (in respect of a Willful Breach)), (ii) prior to such termination, an Acquisition Proposal shall have been publicly disclosed or otherwise made or communicated to the Company or the Company Board, and not later than withdrawn and (iii) within 12 months following the date of such agreement is termination of this Agreement, either (A) the Company shall have entered into a definitive agreement with respect to such Acquisition Proposal or (orB) such Acquisition Proposal shall have been consummated, if no agreement is entered intothen in any such event the Company shall pay to Acquiror (by wire transfer of immediately available funds), within two Business Days following the earlier to occur of the consummation of such Acquisition Proposal or the execution of such definitive agreement, the Termination Fee (it being understood that for purposes of this Section 3.8(b)(iii), (x) all references in the definition of Acquisition Transaction to 15% shall be deemed instead to be references to “more than 50%” and (y) the reference in the definition of Acquisition Proposal to “inquiry” shall be deemed removed. If after the date hereof a Person (other than a Buyer Party) makes an Acquisition Proposal that has been publicly disclosed or otherwise made or communicated to the Company or the Company Board and subsequently withdrawn prior to the termination of this Agreement, and within 12 months following the date of the termination of this Agreement, such transaction Person or any of its controlled Affiliates makes an Acquisition Proposal that is consummatedpublicly disclosed or otherwise made or communicated to the Company or the Company Board, such initial Acquisition Proposal shall be deemed to have been “not withdrawn” for purposes of this Section 3.8(b). (c) The Company acknowledges parties agree and understand that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if no event shall the Company fails promptly be required to pay the amount due Termination Fee on more than one occasion and in no event shall the Company be required to pay more than one Termination Fee. In the event that Acquiror shall be entitled to receive and receives full payment of the Termination Fee from or on behalf of the Company pursuant to this Section 8.13.8(c), and, in order the receipt of the Termination Fee shall be deemed to obtain such payment, Parent commences be liquidated damages for any and all losses or damages suffered or incurred by the Buyer Parties and any of their respective Affiliates as a suit which results in a judgment against result of the actions of the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent or its costs and expenses (including attorneys’ fees and expenses) Affiliates in connection with this Agreement (and the termination hereof) or any matter forming the basis for such suittermination, together with interest on and shall be the amount sole remedy of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeBuyer Parties and their respective Affiliates.

Termination Fee. (a) In the event that this Agreement is validly terminated by either the Company or Parent or Subsidiary (i) Seller pursuant to Section 7.1(f), 7.1(h8.1(c) or 7.1(iSection 8.1(f) or (ii) JV Buyer pursuant to Section 8.1(d) or Section 8.1(e) at a time when this Agreement is terminable by Seller pursuant to Section 8.1(c) or Section 8.1(f), then JV Buyer shall pay or cause to be paid to Seller the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer , in each case, as set forth in this Section 8.3; provided, however, that, notwithstanding anything herein to the contrary, no Termination Fee shall be payable in the event of same day fundsa Seller Affiliate Financing Failure. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee is payable, JV Buyer will pay or cause to be paid in cash the Termination Fee to Seller by wire transfer of same day immediately available funds not later than within ten (10) Business Days after the date such agreement that this Agreement is entered into (or, if so validly terminated and pursuant to wire transfer instructions provided by Seller. In no agreement is entered into, the date such transaction is consummated)event shall JV Buyer be required to actually pay a Termination Fee on more than one occasion. (c) The Company Notwithstanding anything herein to the contrary (subject to the last sentence of this Section 8.3(c) and the last sentence of Section 8.3(f)), in the event that this Agreement is validly terminated in accordance with its terms, (i) Seller’s right to receive a Termination Fee if, when and to the extent payable pursuant to Section 8.3(a) shall constitute the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Seller Group and each of their respective Affiliates and Representatives against ▇▇▇▇▇▇, the Financing Sources or any of their respective Affiliates and Representatives and their successors and assigns for all Losses suffered as a result of any breach of any representation, warranty, covenant or agreement herein or as a result of the failure of the transactions contemplated by the Transaction Documents to be consummated (whether or not willfully or intentionally) and (ii) upon payment of the Termination Fee (or, in the event of a valid termination of this Agreement in circumstances where no Termination Fee is payable, upon valid termination hereof), none of Buyers, the Financing Sources or any of their respective Affiliates shall have any further liability or obligation relating to or arising out of this Agreement, the Commitment Letters or the transactions contemplated hereby. Notwithstanding the other provisions of this Section 8.3, nothing shall limit the rights of the Seller Group to (A) bring or maintain any dispute or Action for any (x) injunction, specific performance or other equitable relief to the extent provided in Section 11.13 (unless a Termination Fee has been paid in accordance with this Section 8.3) or (y) breach of the Confidentiality Agreement, or (B) be reimbursed for any costs, fees and expenses (or indemnified) pursuant to the express terms hereof, including Section 6.3, Section 6.9, Section 6.12(a), Section 6.15(a) Section 6.15(d), Section 6.15(e), Section 6.15(f), Section 6.15(i), Section 6.18(c), Section 6.21, Section 8.3(d) or Section 11.5(b). (d) Each party hereto acknowledges that (i) the agreements contained in this Section 8.1 8.3 are an integral part of the transactions contemplated by this Agreement, hereby and that, (ii) without these agreements, Parent and Subsidiary the parties hereto would not enter into this Agreement; accordingly. Accordingly, if the Company JV Buyer fails promptly to timely pay the amount due Termination Fee to Seller in circumstances where a Termination Fee is payable to Seller pursuant to this Section 8.1, 8.3 and, in order to obtain such paymentTermination Fee, Parent Seller or its Affiliates commences a suit which results any claim, dispute or Action in a judgment against the Company for the fee set forth in this Section 8.1respect of such Termination Fee, the Company then JV Buyer shall pay to Parent its Seller (A) the Termination Fee, plus (B) the lesser of (x) $5,000,000 and (y) the amount of any reasonable and documented fees, costs and expenses (including attorneys’ fees legal fees) incurred by Seller and expenses) its Affiliates in connection with any such suitclaim, together dispute or Action (the “Recovery Cost”). (e) In light of the difficulty of accurately determining actual losses or damages with interest respect to the foregoing, the parties hereto acknowledge and agree that a Termination Fee, as and when required to be paid pursuant to this Section 8.3, shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate the Seller Group 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 contemplated hereby, which amount would otherwise be impossible to calculate with precision. (f) Notwithstanding anything herein to the contrary (including this Section 8.3), under no circumstances will Seller, ▇▇▇▇▇▇, any of the Other Seller Group Entities or any of their Affiliates, in the aggregate, be entitled to monetary damages or monetary remedies for any claims, damages or other losses suffered as a result of the failure of the transactions contemplated hereby or in the Commitment Letters to be consummated or for a breach or failure to perform hereunder or thereunder or for any representation made or alleged to have been made in connection herewith or therewith, in an amount in excess of the Cap (as defined in the Limited Guaranty). Without limiting the foregoing, if Buyers fail to effect the Closing for any or no reason or otherwise breach this Agreement or fail to perform hereunder (in any case, whether willfully, intentionally, unintentionally or otherwise), and in each case the Closing has not occurred, in no event shall the Seller, Everen or any of their respective Affiliates directly or indirectly seek any monetary damages from Buyers or any of their respective Affiliates in connection with this Agreement or any of the transactions contemplated hereby (including the Financing), other than (without duplication and limited to the amount of the fee at Cap) (x) from JV Buyer to the prime rate extent expressly provided in this Section 8.3 and (y) to the extent that the Termination Fee and the Recovery Cost (if any) has not been paid to Seller in full by or on behalf of PNC BankJV Buyer in accordance with this Section 8.3, National Association from the Investors in effect accordance with the Limited Guaranty (provided, that in such case, the aggregate amount payable under this Agreement and the Limited Guaranty or in connection with the transactions contemplated hereby and thereby shall not exceed an amount equal to the portion of the Termination Fee that has not already been paid to Seller by JV Buyer or the Investors, if any) or G Buyer or GATX pursuant to the express terms herein. Notwithstanding the foregoing (subject to the amount of the Cap), the foregoing shall not prevent, limit or impair Seller or Everen from seeking and obtaining reimbursement of all and all costs, fees or expenses paid or incurred prior to any termination hereof that are payable or reimbursable by (i) any Buyer, GATX or any of its Affiliates to Seller, Everen or any of their respective Affiliates pursuant to Section 6.3, Section 6.9, Section 6.12(a), Section 6.15(a), Section 6.15(d), Section 6.15(i), Section 6.18(c), Section 8.3(d) or Section 11.5(b), (ii) B Buyer or any of its Affiliates to Seller, Everen or any of their respective Affiliates pursuant to Section 6.15(e), or (iii) GATX or any of its Affiliates to Seller, Everen or any of their respective Affiliates pursuant to Section 6.15(f) or Section 6.21, and no such costs, fees or expenses shall count toward the limitations on recovery in this Section 8.3(f), but such costs, fees or expenses shall count toward the date such payment was required to be madeCap.

Termination Fee. (a) In the event that (i) this Agreement is validly terminated by either the Company Sellers’ Representative or Parent or Subsidiary Buyer pursuant to Section 7.1(f)8.01(d) (solely to the extent the applicable final order, 7.1(hdecree or ruling or other action arises under or in connection with applicable Antitrust Laws) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e8.01(f) and if (xii) at the time of such termination a Takeover Proposal shall have been made known to all of the Company conditions set forth in ARTICLE VII (other than the conditions set forth in Section 7.01(a) or has been made directly to the Company’s shareholders generally or any person shall have publicly announced an intention Section 7.01(b) (whether or not conditional) to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an agreement with respect to Section 7.01(b), solely to the extent the applicable injunction, writ or temporary restraining order or other legally binding 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 Takeover Proposal termination) have been satisfied or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors waived as of the Company recommends acceptance by date of such termination and (iii) between the shareholders date of this Agreement and the Company date of such termination, Buyer has entered into a tender offer binding Contract with respect to the acquisition of a Person engaged in the business of producing, manufacturing and selling energy drinks, then following such Takeover Proposaltermination, such recommendation Buyer shall pay or cause to be treated as though paid an agreement with respect aggregate amount equal to such Takeover Proposal had been entered into on such date[***] (the “Termination Fee”), then the Company shall pay Parent the Termination Fee to Ghost Lifestyle, by wire transfer of same day funds not later than immediately available funds, to an account specified by Ghost Lifestyle. Promptly following receipt of such Termination Fee by Ghost Lifestyle, Ghost Lifestyle shall transfer to Ghost Beverages an amount equal to (x) the date such agreement is entered into Ghost Lifestyle Buyer Exchanged Equity Percentage multiplied by (or, if no agreement is entered into, y) the date such transaction is consummated)Termination Fee. (cb) The Company acknowledges Parties acknowledge and agree that (i) in no event shall Buyer be required to pay the Termination Fee on more than one occasion, and (ii) the agreements contained set forth in this Section 8.1 8.03 are an integral part of the transactions contemplated by this Agreement, Transactions and that, without these agreements, Parent and Subsidiary the Parties would not enter into this Agreement; accordingly. (c) Notwithstanding anything to the contrary contained herein, if in the event that the Termination Fee is actually paid by or on behalf of Buyer to Ghost Lifestyle, such payment of the Termination Fee shall constitute liquidated damages and be the sole and exclusive remedy of Sellers, the Sellers’ Representative, Ghost Lifestyle, any other Target Company fails promptly or any of their respective Affiliates, equityholders or Representatives against Buyer or any of its Affiliates or their respective Representatives, for all Losses in respect of this Agreement (or the termination thereof) or the Transactions or the Ancillary Agreements, 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 pay the amount due pursuant to this Section 8.1be made in connection herewith, and, in order notwithstanding anything to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee contrary set forth in herein (including Section 8.02), upon payment of the Termination Fee by or on behalf of Buyer, none of Buyer or any of its Affiliates or their respective Representatives shall have any further liability or obligation relating to or arising out of this Section 8.1Agreement or the Transactions or the Ancillary Agreements, and none of Sellers, the Sellers’ Representative, Ghost Lifestyle, any other Target Company or any of their respective Affiliates, equityholders or Representatives shall pay seek or be entitled to Parent its costs and expenses seek or recover any other damages; provided, however, that, this clause (including attorneys’ fees and expensesc) in connection with such suit, together with interest on shall not apply to the amount provisions of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required this Agreement that expressly survive termination pursuant to be madeSection 8.02.

Termination Fee. (a) In the event that: (i) (A) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii), (B) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within two hundred seventy (270) days following the date that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(hand (C) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company or has shall have been made directly to the Company’s shareholders its stockholders generally or any person Person shall have publicly announced an intention (whether or not conditionalconditional or withdrawn) to make such a Takeover Proposal prior to the termination of this Agreement; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(i) or Section 7.1(c)(iii) and in each the Company’s breach triggering such case such Takeover Proposal termination shall not have been withdrawn and willful; (yiii) within twelve this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (12iv) months after such termination this Agreement is terminated by the Company enters into an agreement with respect pursuant to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such dateSection 7.1(d)(iii), then in any such event under (1) clause (i), (iii), or (iv) of this Section 7.3(a), (X) the Bridge Loan Warrants shall be exercisable within fifteen (15) days of such termination date, (Y) the Company shall pay Parent reimburse Parent, Merger Sub and the Termination Fee by wire transfer of same day funds Guarantor for any and all expenses incurred in connection with the Transactions, not later than to exceed a cash amount equal to $300,000 in the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreementaggregate, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, (Z) the Company shall pay to Parent its costs a termination fee in a cash amount equal to $700,000 (collectively, items (Y) and expenses (including attorneys’ fees Z) shall be referred to as the “Termination Fee”) and expensesthe Company shall have no further liability with respect to this Agreement or the Transactions (other than any remaining obligations under the Bridge Loan Documents) to Parent and Merger Sub, and (2) clause (ii) of this Section 7.3(a), (X) the Bridge Loan Warrants shall be exercisable within fifteen (15) days of such termination date and (Y) the Company shall pay to Parent a fee in connection with such suit, together with interest on the a cash amount equal to $3,000,000 (inclusive of the fee at Termination Fee and any other fees under this Section 7.3(a)) and the prime rate Company shall have no further liability with respect to this Agreement or the Transactions (other than any remaining obligations under the Bridge Loan Documents) to Parent and Merger Sub. In the event Parent or Merger Sub successfully enforces its rights and remedies set forth in this Article VII, Parent and Merger Sub shall not be entitled to an injunction or injunctions to prevent breaches of PNC Bank, National Association this Agreement by the Company or to enforce specifically the terms and provisions of this Agreement pursuant to Section 8.8 and Parent’s and Merger Sub’s sole and exclusive remedy with respect to such breaches shall be the remedies set forth in effect on the date such this Article VII. (b) Any payment was required to be mademade pursuant to (i) clause (i) of Section 7.3(a) shall be made by the Company to Parent any time on or before the execution of a definitive agreement contemplated by a Takeover Proposal, (ii) clause (ii) or (iii) of Section 7.3(a) shall be made by the Company to Parent concurrently with such termination, and (iii) clause (iv) of Section 7.3(a) shall be made by the Company to Parent as a condition to and concurrently with such termination. All such payments shall be made by wire transfer of immediately available funds to an account to be designated by Parent. (c) In the event this Agreement is terminated by the Company pursuant to Section 7.1(d)(i) or Section 7.1(d)(ii) and Parent’s or Merger Sub’s breach triggering such termination shall have been willful, then Parent shall forgive any and all outstanding obligations under the Bridge Loan and the Bridge Loan Documents shall terminate pursuant to the terms and conditions set forth therein and Parent and Merger Sub shall have no further liability with respect to this Agreement or the Transactions to the Company. In the event the Company successfully enforces its rights and remedies set forth in this Article VII, the Company shall not be entitled to an injunction or injunctions to prevent breaches of this Agreement by Parent or Merger Sub or to enforce specifically the terms and provisions of this Agreement pursuant to Section 8.8 and the Company’s sole and exclusive remedy with respect to such breaches shall be the remedies set forth in this Article VII.

Termination Fee. (ai) In the event Seller agrees and acknowledges that Purchaser's negotiation and execution of this Agreement is have resulted from an investment of management time and has required a commitment of financial and other resources by Purchaser, and that the negotiation and execution have provided value to Seller and the Insurance Subsidiaries. Therefore, if an Overbid Event (as defined below) occurs, Seller shall pay $3,579,000 to Purchaser as a termination fee (the "Termination Fee"); provided, that Seller shall not be obligated to pay such Termination Fee if, prior to the occurrence of the Overbid Event, this Agreement has validly been terminated by either the Company or Parent or Subsidiary hereunder other than pursuant to Section 7.1(f7.1(c), 7.1(h. The Termination Fee shall constitute an administrative expense of Seller under sections 503(b) or 7.1(i), then and 507 (a)(1) of the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day fundsBankruptcy Code. (bii) In An "Overbid Event" is the event that occurrence of any of the following: (A) The termination of this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a7.1(c), 7.1(d); or (B) The execution by Seller, or 7.1(e) and if (x) at the time any trustee in bankruptcy for Seller, of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated any party other than Purchaser providing for (it being understood that in i) the event the Board of Directors sale of the Company recommends acceptance by the shareholders Acquired Business, including through a sale of over 50% of the Company equity interest in Seller or through a merger or other business combination involving Seller or the Insurance Subsidiaries, or (ii) a sale of all or substantially all of the assets of the Acquired Business to a tender offer with respect purchaser, or to such Takeover Proposal, such recommendation shall be treated as though several purchasers in substantially simultaneous sales (an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated"Alternative Transaction"). (ciii) The Company acknowledges that Seller shall pay the agreements contained in this Section 8.1 are an integral part of Termination Fee required by clause (i) above simultaneously with the transactions contemplated by this Agreementclosing of, and with the proceeds from, any such Alternative Transaction, except that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly proceeds from such Alternative Transaction are insufficient to pay the amount due pursuant to this Section 8.1Termination Fee, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company Seller shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount remaining balance of the fee at Termination Fee from other sources. Seller's obligation to pay the prime rate Termination Fee shall constitute an administrative expense of PNC Bank, National Association in effect on Seller under sections 503(b) and 507(a)(1) of the date such payment was required to be madeBankruptcy Code.

Termination Fee. (a) In the event that If this Agreement is terminated (i) by either the Company or Parent or Subsidiary any Seller pursuant to Section 7.1(f), 7.1(h7.01(d) or 7.1(iSection 7.01(e) or (ii) pursuant to Section 7.01(b)(i) if such Seller could otherwise have terminated pursuant to Section 7.01(d) or Section 7.01(e), then the Company Purchaser shall promptlypay to Sellers, but as liquidated damages in no event later than two days after the date of connection with any such termination, pay Parent a fee in an amount equal to $8,000,000 80,200,000 (the “Termination Fee”) by wire transfer of same day fundsimmediately available funds in U.S. dollars to an account designated in writing by Sellers within five (5) Business Days after such termination. For the avoidance of doubt, Sellers may, subject to Section 7.02, this Section 7.03(a), Section 7.03(b) and Section 10.07, simultaneously pursue: (i) a grant of specific performance pursuant to Section 10.07 and (ii) payment of the Termination Fee pursuant to this Section 7.03(a); provided, however, that Sellers shall not be entitled to both obtain specific performance to cause the Closing to occur and also receive the Termination Fee, and in no event shall the Termination Fee be paid on more than one occasion; and provided, further, that Sellers acknowledge and agree that any Seller’s sole and exclusive remedies for any breach of this Agreement by Purchaser (whether a Willful Breach or otherwise) prior to Closing shall be (x) to receive a grant of specific performance of this Agreement if and to the extent entitled pursuant to Section 10.07 or (y) to terminate this Agreement pursuant to Section 7.01(b), Section 7.01(d) or Section 7.01(e) and, if and to the extent entitled pursuant to this Section 7.03(a), receive the Termination Fee as liquidated damages (and if the Termination Fee shall become payable pursuant to this Section 7.03(a), the right to receive the Termination Fee shall constitute the sole and exclusive recourse of any Seller and its Affiliates, and any of Sellers’ or their respective Affiliates’ respective financing sources, former, current or future general or limited partners, other investors, parents, direct or indirect holders of Equity Securities, shareholders or members, Subsidiaries, divisions, present or former directors, officers or employees, predecessors, successors, assigns, beneficiaries, heirs or other Representatives (collectively, the “Sellers Related Parties”) against Purchaser or its Affiliates, or any of Purchaser’s or its Affiliates respective financing sources (including the Debt Financing Sources), former, current or future general or limited partners, other investors, parents, direct or indirect holders of Equity Securities, shareholders or members, Subsidiaries, divisions, present or former directors, officers or employees, predecessors, successors, assigns, beneficiaries, heirs or other Representatives (the “Purchaser Related Parties”) for any Liability, Loss, cost or expense suffered as a result of any breach (including any Willful Breach) of any covenant, representation or warranty in this Agreement or the Transaction Documents or the failure of the Closing to be consummated or otherwise, which recourse shall be sought solely against Purchaser to the extent provided herein and subject to the limitations set forth herein and no other Purchaser Related Party, and upon acceptance of the Termination Fee by Sellers, Purchaser shall not have any further Liability or obligation relating to or arising out of this Agreement or the Transaction Documents or any of the transactions contemplated hereby or thereby or any theory of Law or equity, whether in equity or at Law, in contract, tort or otherwise). (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors Each of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent parties hereto acknowledges that the Termination Fee by wire transfer is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Sellers 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 same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part consummation of the transactions contemplated by this Agreementhereby, and thatwhich amount would otherwise be impossible to calculate with precision. Accordingly, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if in the Company fails promptly event that Purchaser shall fail to pay the amount due pursuant Termination Fee when due, or Sellers shall fail to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made.any amount

Termination Fee. (a) In the event that If this Agreement is terminated by Parent or the --------------- Company, as applicable, pursuant to Sections 8.1(b)(i) or (ii) and, in either case, within 12 months following the termination of this Agreement either a Company Acquisition (as defined below) is consummated or the Company or Parent or Subsidiary pursuant to Section 7.1(f)enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated, 7.1(h) or 7.1(i), then the Company shall promptly, but in any event no event later than two (2) business days after the date of such consummation, pay Parent a fee equal to $19,793,000, in immediately available funds (the "Termination Fee"). --------------- If this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 8.1(d) or (e), then the breaching party shall promptly, but in any event no later than two (2) business days after the date of such termination, pay to the non-breaching party the Termination Fee. If this Agreement is terminated by Parent pursuant to Section 8.1(c), the Company shall promptly, but in any event no later than two (2) business days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that . If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a8.1(f), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall promptly, but in any event no later than two (2) business days after the date of such termination, pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company Fee. Each party acknowledges that the agreements contained in this Section 8.1 8.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary the other party would not enter into this Agreement; accordingly. Accordingly, if the Company a party fails promptly to pay in a timely manner the amount amounts due pursuant to this Section 8.18.3(b), and, in order to obtain such payment, Parent commences the other party makes a suit which claim that results in a judgment against the Company or settlement for the fee set forth in this Section 8.18.3(b), the Company liable party shall pay to Parent the party making such claim its reasonable costs and expenses (including reasonable attorneys’ ' fees and expenses) in connection with such suit, together with interest on the amount of the fee amounts set forth in this Section 8.3(b) at the prime rate of PNC Bank, National Association The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 8.3(b) shall be in lieu of damages 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 If and only if this Agreement is has been terminated by either the Company in accordance with Section 7.2(a) because of the failure of the condition set forth in Section 6.3(g) to be satisfied or waived in writing by Parent or Subsidiary pursuant by the End Date (excluding for the purposes of this Section 7.5(a) any permanent financing intended to Section 7.1(f), 7.1(h) or 7.1(irefinance such bridge debt referred to in the definition of Financing as set forth in the Recitals), then within fifteen (15) days following such termination Parent shall pay or cause to be paid to the Company shall promptlyCompany, but in no event later than two days after the date of such terminationas liquidated damages and not as a penalty, pay Parent a fee an amount equal to Five Hundred Thousand Dollars ($8,000,000 500,000) (the “Termination Fee”) by wire transfer ). The parties have negotiated the Termination Fee to be a reasonable estimate of same day fundsthe Company’s loss in the event of a termination of this Agreement due to a failure of the above-referenced condition. The parties understand and agree that in no event shall Parent be required to pay the Termination Fee on more than one occasion. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known Notwithstanding anything to the Company or has been made directly to contrary in this Agreement, if 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 Termination Fee is payable in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an agreement accordance with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such dateSection 7.5(a), then the sole and exclusive remedy of the Company, the Company Stockholders and any other Person (whether at law, in equity, in contract, in tort or otherwise) against Parent, Merger Sub, their Affiliates, their Representatives, the assignees of any thereof and any other Person for any breach, loss or damage shall pay Parent be to terminate this Agreement and receive payment of the Termination Fee only to the extent provided by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummatedSection 7.5(a). (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and thatnone of Parent, without these agreementsMerger Sub, Parent and Subsidiary would not enter into this Agreement; accordinglytheir Affiliates, if their Representatives, any such assignees or any other Person will have any liability or obligation to the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1Company, the Company shall pay Stockholders or any other Person relating to Parent its costs and expenses (including attorneys’ fees and expenses) or arising out of this Agreement or in respect of any other document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection with herewith or therewith, whether at law or equity, in contract, in tort or otherwise, except for any such suitPerson’s Fraud in arranging the Financing or breach of Section 5.2 regarding Confidential Information. The Financing Sources (and such Financing Source’s Affiliates, together with interest on the amount equityholders, members, partners, officers, directors, employees, agents, advisors and Representatives) are express third party beneficiaries of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madethis Section 7.5(b).

Termination Fee. (a) In the event that If Parent shall terminate this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h7.1(c)(i) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds.hereof; or (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event If the Board of Directors of Parent shall approve a Superior Transaction; or (c) If Parent shall distribute to its shareholders the Proxy Statement and if the Board of Directors of Parent shall: (i) fail to include in the Proxy Statement the Board's recommendation of the Merger to the shareholders of Parent or (ii) at any time withdraw its recommendation of the Merger; or (d) If: (i) all the conditions set forth in sections 6.1 and 6.3 hereof to the obligation of Parent to close the transactions contemplated hereby shall have been satisfied in all material respects prior to the Final Date, and (ii) the Company recommends acceptance shall have terminated this Agreement: (A) pursuant to section 7.1(d)(ii) hereof or (B) pursuant to section 7.1(b)(ii) hereof and not pursuant to section 7.1(f) hereof and by the Final Date any of the following conditions to the obligation of the Company to close the transactions contemplated hereby shall not have been satisfied or waived: sections 6.2(d), 6.2(e)(i) (but only if the conditions to the obligations of the Purchasers under the Stock Purchase Agreement that were not so satisfied or waived included any of the conditions set forth in sections 4.1(b) (except to the extent of any covenant, agreement or condition to the effect that the representations and warranties in the Preferred Stock Agreement must be true as of the Closing Date under the Stock Purchase Agreement), 4.1(f), 4.1(h), 4.1(i), 4.1(m), 4.1(n), 4.1(o) (but only if the Company has not terminated this Agreement pursuant to section 7.1(f) hereof), 4.1(p) or 4.1(r) of the Stock Purchase Agreement), 6.2(e)(ii) (but only if the conditions to the obligations of the Purchasers under the Subordinated Debt Agreement that were not so satisfied or waived included any of the conditions set forth in sections 5.1(b) (except to the extent of any covenant, agreement or condition to the effect that the representations and warranties in the Subordinated Debt Agreement must be true as of the Closing Date under the Subordinated Debt Agreement), 5.1(f), 5.1(h), 5.1(i), 5.1(o), 5.1(p), 5.1(q), 5.1(s) or 5.1(t) of the Subordinated Debt Agreement), 6.2(h), 6.2(i), 6.2(m), 6.2(n) and 6.2(o) hereof, or (e) If Parent shall have held a meeting of its shareholders at which Parent's shareholders were given the opportunity to vote to approve the transactions contemplated hereby and/or by the Stock Purchase Agreement and Subordinated Debt Agreement and such transactions were not approved by the requisite shareholder vote or (f) If the Nasdaq Stock Market shall not have waived its requirement that Parent obtain a stockholder vote approving the transactions contemplated hereby and by the Stock Purchase Agreement and Subordinated Debt Agreement, the Company shall have terminated this Agreement pursuant to section 7.1(b)(ii) hereof and not pursuant to section 7.1(f) hereof and by the Final Date the shareholders of the Company shall not have approved the transactions contemplated hereby and by the Stock Purchase Agreement and Subordinated Debt Agreement by the requisite shareholder vote, then Parent shall pay to the Company an amount equal to the sum of a tender offer with respect $943,247 (the "Termination Fee") on the earliest to such Takeover Proposaloccur of the events described in sections 7.3(a), such recommendation (b), (c), (d), (e) or (f) which amount shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee payable by wire transfer of same day funds not later than to an account designated by the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)Company. (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made.

Termination Fee. (a) In the event that that: (i) (A) this Agreement is terminated (y) by either the Company or Parent or Subsidiary party pursuant to Section 7.1(f), 7.1(h8.1(b)(i) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”z) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), 8.1(c)(i) as a result of a failure of conditions (d) or 7.1(e(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company or has been made directly to the Company’s shareholders generally or any person shall have publicly announced an intention Offer (whether or not conditionalas set forth in Annex A hereto) to make such a Takeover Proposal be satisfied and in each such case such Takeover Proposal shall not have been withdrawn and (B) (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such a Takeover Proposal or within 12 months after such termination and such Takeover Proposal is thereafter consummated at any time or (it being understood z) a Takeover Proposal is consummated within 12 months after the termination of this Agreement; provided, that for purposes of this Section 8.3(a)(i), the references to “20%” in the event the Board definition of Directors of Takeover Proposal shall be deemed to be references to “50%;” (ii) this Agreement is terminated by the Company recommends acceptance pursuant to Section 8.1(d)(ii); or (iii) this Agreement is terminated by the shareholders of the Company of a tender offer with respect Parent pursuant to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such dateSection 8.1(c)(iii), ; then the Company shall pay as directed by Parent the termination fee in an amount equal to $43,528,152 (the “Termination Fee Fee”), by wire transfer of same day funds, it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. (b) The Termination Fee shall be paid by wire transfer of immediately available funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)to an account designated by Parent. (c) The Company Each of the parties hereto acknowledges that the agreements contained in this Section 8.1 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this AgreementTransactions; accordingly, if the Company fails promptly to timely pay the amount due pursuant to this Section 8.1Termination Fee (i) the Company shall pay interest on the Termination Fee, andand (ii) if, in order to obtain such the payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1Termination Fee, the Company shall pay to Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suit, together with interest on the amount such amount. The interest amounts payable pursuant to each of the fee (i) and (ii) shall be calculated at the prime rate announced by Bank of PNC BankAmerica (or any successor thereto) plus 200 basis points, National Association in effect on calculated from the date such payment was required to be made through the date such payment was actually made. Notwithstanding anything in this Agreement to the contrary (including Section 8.2), in the event that the Termination Fee is paid in accordance with this Section 8.3, the payment of such Termination Fee shall be the sole and exclusive remedy of Parent, Merger Sub, and their respective subsidiaries, shareholders, Affiliates, officers, directors, employees and Representatives against the Company, its Subsidiaries or any of their Representatives or Affiliates with respect to (i) any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, (ii) the termination of this Agreement, (iii) any liabilities or obligations arising under this Agreement or (iv) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement.

Termination Fee. (a) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f)8.03 or by Buyer pursuant to Section 8.04, 7.1(h) or 7.1(i), then the Company shall promptlypay to Buyer, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. immediately available funds to an account designated by Buyer, the amount of $10,000,000 (bthe "INITIAL TERMINATION FEE") In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a)within five (5) Business Days following such termination and, 7.1(d), or 7.1(e) and if (xi) at the time of such termination a Takeover Proposal there shall have been made known publicly announced or communicated to the Company 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 Board a Takeover Superior Acquisition Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (yii) within twelve (12) months after such termination termination, the Company enters into an a definitive agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Superior Acquisition Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee to Buyer, by wire transfer of same day immediately available funds not later than the date such agreement is entered into (or, if no agreement is entered intoto an account designated by Buyer, the date amount of $5,000,000 (the "SUBSEQUENT TERMINATION FEE", together with the Initial Termination Fee, referred to as the "TERMINATION FEE") within the next five (5) Business Days following such transaction is consummated)execution. (b) The payment of the Termination Fee shall serve as full liquidated damages hereunder, and Buyer hereby waives all claims against the Company and the Subsidiaries hereunder in respect of the circumstances requiring such payment. (c) Each party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby. (d) The Company acknowledges Parties acknowledge that the agreements contained in this Section 8.1 8.06 are an integral part of the transactions contemplated by this AgreementMerger, and that, without these agreements, Parent and Subsidiary the Parties would not enter into this Agreement; accordingly, if . If the Company fails to promptly pay to pay Buyer the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1Termination Fee, the Company shall pay to Parent its the costs and expenses (including attorneys’ reasonable legal fees and expenses) in connection with such suitany action, together with interest on including the amount filing of the fee at the prime rate of PNC Bankany lawsuit or other legal action, National Association in effect on the date such taken to collect payment was required to be madethereof.

Termination Fee. (a) In the event that (i) the Company terminates this Agreement pursuant to Section 7.1(i) or (ii) Parent terminates this Agreement pursuant to Section 7.1(g) or Section 7.1(h), then in each case Parent and Acquisition would suffer direct and substantial damages, which damages cannot be ascertained with reasonable certainty, and hence to compensate Parent and Acquisition for such damages, and as liquidated damages and not a penalty, and as the sole and exclusive remedy of Parent and Acquisition against the Company for the damages suffered, the Company shall pay to Parent, at the time of termination, an amount equal to $6.25 million (the "TERMINATION FEE") and an amount equal to Parent's and Acquisition's actual and documented reasonable out-of-pocket expenses incurred by Parent or Acquisition in connection with the Merger, this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the reasonable fees and expenses payable to all attorneys, accountants, investment banking firms and their respective agents incurred in connection with the transactions contemplated hereby, but in any event not to exceed $1.75 million (the "EXPENSES"). In addition, if this Agreement is terminated by either Parent or the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h7.1(e) or 7.1(i)Section 7.1(f) or by Parent pursuant to Section 7.1(b) and at the time of such termination, Parent is not in material breach of this Agreement, then the Company shall promptly, (but in no event later than two days after only if the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement termination is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a7.1(f) or 7.1(b)), 7.1(d)pay to Parent, or 7.1(e) and if (x) at the time of termination, the Expenses, and, if the Company shall, within 9 months after such termination, enter into an agreement with respect to a Takeover Proposal, then the Company shall pay the Termination Fee and other Expenses (to the extent not previously paid) concurrently with entering into any such agreement, PROVIDED that no Termination Fee or Expenses shall be payable in the event of a termination pursuant to Section 7.1(e) hereof unless (i) prior to any such termination, a Takeover Proposal shall have been made known to the Company or has been made directly to the Company’s shareholders generally or any person shall have publicly announced an intention (whether or and not conditional) to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn withdrawn, and (yii) within twelve (12) months after such termination is not solely the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company result of a tender offer with respect failure to such Takeover Proposal, such recommendation obtain the requisite Governmental Approvals from Gaming Authorities required under Section 6.2(d). Any payments required to be made pursuant to this Section 7.5 shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee made by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)to an account designated by Parent. (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made.

Termination Fee. (a) In the event that If this Agreement is terminated by either Purchaser or the Company or Parent or Subsidiary pursuant to Section 7.1(f9.02(b) or Section 9.02(c), 7.1(hand at the time of such termination, all conditions to the Closing are satisfied or waived (other than those conditions which by their nature are to be satisfied by actions to be taken, or delivered, or to be made, at the Closing (but subject to such conditions being capable of being satisfied)), other than the conditions set forth in either (A) Section 8.01(a), but solely with respect to a temporary restraining order, preliminary or 7.1(ipermanent injunction, final judgment or other Order relating to the HSR Act or any other Antitrust/FDI Law or (B) Section 8.01(b), then Purchaser shall pay to Seller an amount equal to the Company shall promptly, but in no event later than Purchaser Termination Fee (x) within two days (2) Business Days after the date of termination of this Agreement (in the case of any such termination, termination by the Company) or (y) concurrently with such termination by Purchaser (in the case of any such termination by Purchaser). The parties hereto acknowledge and agree that in no event shall Purchaser be required to pay Parent a fee equal to $8,000,000 (the “Purchaser Termination Fee”) by wire transfer of same day fundsFee on more than one occasion. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors Payment of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation Purchaser Termination Fee shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee made by wire transfer of same day immediately available funds not later than the date to an account designated in writing by Seller at least two (2) Business Days prior to such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)payment being due. (c) The Solely in the event of any termination described in Section 9.04(a) following which the Purchaser Termination Fee is payable, (i) payment from Purchaser, and receipt by Seller, of the Purchaser Termination Fee pursuant to Section 9.04(a) (together with any amounts that become due pursuant to Section 9.04(d)) (x) shall be the sole and exclusive remedy of the Company, Seller and the Seller Related Parties against Purchaser and the Purchaser Related Parties arising out of or related to this Agreement, the failure of the Closing to occur, any breach of any covenant in this Agreement or the transactions contemplated hereby, and (y) shall constitute liquidated damages for any loss suffered as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder or otherwise, and (ii) upon payment of such amount(s) pursuant to Section 9.04(a), together with all amounts required to be paid under Section 9.04(d), (x) none of the Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or any exhibit or Schedule hereto or the transactions contemplated hereby 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, whether at Law or in equity in contract, in tort, or otherwise, and (y) none of Seller, the Company or any other Seller Related Parties shall be entitled to bring or maintain any claim, action or proceeding against Purchaser, any Purchaser Related Party or any of their respective Affiliates relating to or arising out of this Agreement or the transactions contemplated hereby (or the abandonment or termination hereof) or any matters forming the basis for such termination or in respect of any other document or theory of law or equity; provided that the foregoing shall not relieve Purchaser from any liability for (i) Fraud, (ii) any Intentional Breach by Purchaser or any of its Affiliates, (iii) any breach of the Confidentiality Agreement or the Clean Team Agreement by Purchaser or (iv) any claim for indemnification pursuant to Section 7.16(g). Without limiting the foregoing, for clarity, in no circumstances shall Seller or the Company be permitted or entitled to receive both (x) a grant of specific performance or monetary damages and (y) payment of the Purchaser Termination Fee. (d) Purchaser acknowledges and agrees that the agreements contained in this Section 8.1 9.04 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, Parent Seller and Subsidiary the Company would not enter into this Agreement; accordingly. Accordingly, if the Company Purchaser fails to promptly to pay the amount Purchaser Termination Fee when due pursuant to this Section 8.19.04, and, in order to obtain such paymentthe payment of the Purchaser Termination Fee, Parent either the Company or Seller commences a suit proceeding which results in a judgment judgement against the Company for the fee set forth in this Section 8.1Purchaser, the Company then Purchaser shall pay to Parent its any reasonable and documented out-of-pocket costs and expenses incurred by the Company or Seller (including reasonable and documented attorneys’ fees and expenses) in connection with such suit, together with . Any amount not paid when due pursuant to this Section 9.04 shall bear interest on from the date such amount of is due until the fee date paid at a rate equal to the prime rate of PNC Bankas published in The Wall Street Journal, National Association Eastern Edition, in effect on the date of such payment was required to be madepayment.

Termination Fee. (a) In the event that If this Agreement is validly terminated by either the Company pursuant to (A) Section 8.1(g), (B) Section 8.1(c), or Parent or Subsidiary (C) Section 8.1(e) and at the time of such termination pursuant to Section 7.1(f8.1(e) the Company had the right to validly terminate this Agreement pursuant to (x) Section 8.1(c), 7.1(hor (y) or 7.1(iSection 8.1(g), then Purchaser will pay the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee an amount equal to $8,000,000 46,666,667 (the “Termination Fee”) by wire transfer of same day funds. immediately available funds within three (b3) In Business Days after the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time date of such termination a Takeover Proposal shall have been made known to the Company or has been made directly to termination. Without limiting the Company’s shareholders generally or any person shall have publicly announced right to obtain an intention (whether or not conditional) to make such a Takeover Proposal award of specific performance permitted by, and subject to, Section 10.16, including the limitations set forth in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination Section 10.16, solely for purposes of establishing the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors basis of the Company recommends acceptance by amount thereof, and without in any way increasing the shareholders amount of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee or expanding the circumstances in which the Termination Fee is payable, it is agreed by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges parties hereto that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this AgreementTermination Fee is a liquidated damage, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, anda penalty. If, in order to obtain such paymentthe Termination Fee, Parent the Company commences a suit which Claim that results in a final judgment against (and following the expiration of all times for appellate review) in favor of the Company or its Affiliates for the fee set forth in this Section 8.1payment of the Termination Fee, Purchaser shall pay (x) to the Company shall pay to Parent its out-of-pocket fees, costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suitClaim (the “Termination Fee Claim Expenses”) and (y) to the Company the Termination Fee, together with plus interest on the amount of the fee at the prime rate of PNC Bank, National Association interest reported in The Wall Street Journal in effect on the date such payment was required to be mademade hereunder through the date of payment (such interest payment, together with the Termination Fee Claim Expenses, the “Enforcement Costs”). Notwithstanding anything to the contrary set forth herein, but subject in all respects to the provisions of Section 10.16(b), the Sellers and the Company may pursue the remedies permitted pursuant to Section 10.16 at any time, and any election to pursue such remedies shall in no way modify or amend the obligations of Purchaser to pay the Termination Fee and/or the Enforcement Costs pursuant to this Section 8.4; provided that notwithstanding anything to the contrary herein or otherwise, in no event shall the Enforcement Costs payable pursuant to this Section 8.4 exceed $1,500,000 in the aggregate. Purchaser acknowledge and agree that the agreements contained in this Section 8.4 are an integral part of the transactions contemplated hereby, and that without these agreements, the Company and the Sellers would not have entered into this Agreement.

Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by each of the Company and Parent while structuring and pursuing the transactions contemplated by this Agreement: (ai) In The Company agrees to pay a fee (the event that “Company Termination Fee”) to Parent in the amount of $1,716,000: (1) if Parent terminates this Agreement is terminated by either pursuant to (A) Section 10.01(c)(i) or (B) Section 10.01(c)(iii); (2) if (x) the Company or Parent or Subsidiary terminates this Agreement pursuant to Section 7.1(f), 7.1(h) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e10.01(b)(i) and if (xy) at the time of (A) prior to such termination a Takeover Company Acquisition Proposal shall have been made known to the Company publicly disclosed or has been made directly otherwise communicated to the Company’s shareholders generally stockholders or any person shall have publicly announced an intention (whether or Board of Directors and not conditional) to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (yB) within twelve (12) months after following the date of such termination termination, the Company enters shall have entered into an a definitive agreement with respect to such Takeover or recommended to its stockholders a Company Acquisition Proposal or such Takeover a Company Acquisition Proposal is consummated shall have been consummated, in which case the Company Termination Fee shall be paid contemporaneous with the entering into or consummation of a definitive agreement for, a Company Acquisition Proposal (it being understood provided, however, that for purposes of this clause (2), each reference to “15%” in the event the Board definition of Directors of Company Acquisition Proposal shall be deemed to be a reference to “50.1%”); or (3) if the Company recommends acceptance by the shareholders of terminates this Agreement pursuant to Section 10.01(d)(i) or the Company of a tender offer with respect or Parent terminates this Agreement pursuant to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such dateSection 10.01(b)(iii). (ii) If this Agreement is terminated pursuant to: (1) Section 10.01(c)(ii), then the Company shall pay Parent, without limiting any of the other obligations or liabilities of the Company under this Agreement, an amount equal to all of the documented out-of-pocket expenses of Parent (the “Termination Expenses”) within two (2) Business Days after delivery to the Company of an itemization setting forth in reasonable detail all such reimbursable expenses; provided that the aggregate payments by the Company pursuant to this Section 11.04(b)(ii)(1) shall not exceed $858,000; and (2) Section 10.01(b)(ii)(B) and such order, decree, rule or action arises as a result of actions taken by stockholders of the Company, then the Company shall pay Parent, without limiting any of the other obligations or liabilities of the Company under this Agreement, an amount equal to the Termination Expenses within two (2) Business Days after delivery to the Company of an itemization setting forth in reasonable detail all such reimbursable expenses; provided that the aggregate payments by the Company pursuant to this Section 11.04(b)(ii)(2) shall not exceed $858,000. (iii) Parent agrees to pay a fee (the “Parent Termination Fee”) to the Company in the amount of $1,716,000 if the Company terminates this Agreement pursuant to Section 10.01(d)(ii). The payment of the Company Termination Fee shall be made by wire transfer of immediately available funds by the Company within two (2) Business Days following the termination of this Agreement in the case of Section 11.04(b)(i)(1) and (3) or in the case of Section 11.04(b)(ii), and within two (2) Business Days of the event giving rise to the payment of the Company Termination Fee in the case of Section 11.04(b)(i)(2). For the avoidance of doubt, any payment to be made by any party under Section 11.04(b) shall be payable only once to such other party with respect to Section 11.04(b) and not in duplication even though such payment may be payable under one or more provisions hereof or on more occasion pursuant to the same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained in subsection of this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made11.04.

Termination Fee. (a) In If (i) the event that Company terminates this Agreement pursuant to Section 7.01(c) or (ii) this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h7.01(b) or 7.1(i), then and at the Company shall promptly, but in no event later than two days after the date time of such termination, pay the Company could have terminated this Agreement pursuant to Section 7.01(c), then Parent a fee shall deliver, or cause to be delivered, to the Company by wire transfer of immediately available funds to the bank account(s) designated in writing by the Company (such designation to be made within two (2) Business Days after such termination), an amount in cash equal to $8,000,000 30,000,000 (the “Termination Fee”) by wire transfer of same day funds). (b) In The parties hereto acknowledge and agree that in no event will Parent be required to pay more than one termination fee, collectively, or be required to pay the event that Termination Fee on more than one occasion, whether or not the Termination Fee may be payable pursuant to more than one provision of this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time same or at different times and upon the occurrence of such termination a Takeover Proposal shall have been made known to different events. In circumstances where the Company or has been made directly to Termination Fee is paid in accordance with this Section 7.03, the Company’s shareholders generally receipt of the Termination Fee from or on behalf of Parent shall be the Company’s and its Affiliates’ sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any person assessment, by any legal or equitable proceeding, by virtue of any applicable Law or otherwise) against the Buyer Parties and any of their respective former, current or future direct or indirect equity holders, general or limited partners, controlling persons, stockholders, shareholders, members, managers, directors, officers, employees, agents or Affiliates (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of the failure of the Transactions to be consummated and for any breach or failure to perform hereunder, and upon payment of the Termination Fee, no Parent Related Party shall have publicly announced an intention (whether any further liability or not conditional) obligation relating to make such a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination or arising out of this Agreement, the Company enters into an agreement SoftBank Transaction Support Agreement or the transactions contemplated by this Agreement or the SoftBank Transaction Support Agreement, other than with respect to the Confidentiality Agreement, Section 5.02(b) and the obligations under the second sentence of Section 7.03(c); provided, however, that no such Takeover Proposal payment shall relieve the Parent Related Parties of any liabilities or such Takeover Proposal is consummated (it being understood that in obligations resulting from the event the Board Willful Breach of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect this Agreement prior to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)termination or for Fraud. (c) The Company Each of the parties acknowledges that the agreements contained in this Section 8.1 7.03 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these such agreements, Parent and Subsidiary the parties would not enter into this Agreement; accordingly. Accordingly, if Parent fails to promptly pay the Termination Fee in accordance with this Section 7.03 and the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, commences any Action that results in order to obtain an Order in its favor for such payment, then Parent commences a suit which results in a judgment against shall pay or cause to be paid to the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ reasonable and documented out-of-pocket attorney’s fees and expenses) in connection with such suitAction, together with the interest on the amount of such payment from the fee date such payment was required to be made until the date of payment at the prime rate of PNC Bank, National Association as published by The Wall Street Journal in effect on the date such payment was required to be made. Each of the parties acknowledges that the Termination Fee is not a penalty, but rather liquidated damages in a reasonable amount that will compensate the Company in the circumstances in which the Termination Fee is due and payable, which amount would otherwise be impossible to calculate with precision. Prior to the receipt by the Company of the Termination Fee in accordance with this Section 7.03, the parties further acknowledge that the Company’s right to receive the Termination Fee shall not limit or otherwise affect the Company’s right to specific performance prior to the termination of this Agreement pursuant to Section 9.13.

Termination Fee. (a) In The Buyer shall be entitled to a one time payment of $7,500,000 (the event that "Termination Fee") in cash from the Company, not as a penalty but as an agreed upon termination fee and as the sole and exclusive remedy of the Buyer against the Company and each party to the Voting Agreement, payable on demand in immediately available funds, upon the occurrence of any of the following: (i) the Buyer terminates this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h8.01(b)(iv) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds.hereof; (bii) In the event that Buyer terminates this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a8.01(b)(iii) because of a breach of Section 5.04 or Section 6.04 hereof; (iii) the Company terminates this Agreement pursuant to 8.01(c)(iv); or (iv) either the Buyer or the Company terminates this Agreement pursuant to Section 8.01(d)(i) hereof, or 8.01(b)(i) or 8.01(c)(i), 7.1(d)respectively, or 7.1(ebecause of the impossibility of satisfaction of the condition to the Closing specified in Section 7.01(c) hereof, and if (xA) at the time of prior to such termination a Takeover Proposal shall have been made known to breach of Section 5.04 hereof or of the Company Voting Agreement has occurred 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 (yB) within twelve (12) months after such termination termination, (1) the Company enters or any Subsidiary of the Company shall have entered into an agreement letter of intent (whether binding or nonbinding), term sheet or other understanding relating to69 an Acquisition Proposal; (2) an Acquisition Proposal shall have occurred (other than as contemplated by and in connection with respect to such Takeover Proposal this Agreement); or such Takeover Proposal is consummated (it being understood that in 3) the event the Board board of Directors directors of the Company recommends acceptance shall have authorized or approved an Acquisition Proposal or shall have publicly announced an intention to authorize or approve or shall have recommended that the Shareholders approve or accept any Acquisition Proposal (other than as contemplated by and in connection with this Agreement); (b) The Company shall be entitled to a one time payment of the shareholders Termination Fee in cash from the Buyer, not as a penalty but as an agreed upon termination fee and as liquidated damages and as the sole and exclusive remedy of the Company against the Buyer and NewCo, payable on demand in immediately available funds, upon the occurrence of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the termination of this Agreement by the Company shall pay Parent or the Termination Fee Buyer pursuant to Section 8.01(d)(iii) hereof and at the time of such termination (i) all of the conditions to the Closing set forth in Sections 7.01 and 7.03 hereof (except those which by wire transfer their terms can only be satisfied at the Closing) have been satisfied or waived in writing (if capable of same day waiver) and (ii) the Buyer lacks sufficient funds not later than to consummate the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)Merger. (c) The Company acknowledges that If the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly party required to pay the amount due pursuant to Termination Fee under this Section 8.1, and, 8.04 fails to promptly pay such Termination Fee in order full to obtain the party entitled to such payment, Parent commences a suit which results in a judgment against then the Company for the fee set forth in this Section 8.1, the Company party required to make such payment shall pay to Parent its the party entitled to such payment, in addition to the Termination Fee, the costs and expenses (including attorneys’ legal fees and expenses) in connection with any action, including, but not limited to, the filing of any lawsuit or other legal action, taken to collect such suitpayment, together with interest on the amount of the fee unpaid portion of the Termination Fee at the prime rate of PNC Bank, National Association in effect on the Prime Rate plus three percent (3%) from the date such payment the Termination Fee was required to be madepaid hereunder.

Termination Fee. (a) In the event that of termination of this Agreement is terminated by either the Company or Parent or Subsidiary RSI pursuant to Section 7.1(f7.1(g), 7.1(h) or 7.1(i), then RSI shall make payment to Columbia of the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that of termination of this Agreement by Columbia pursuant to Section 7.1(f), so long as at the time of such termination Columbia is not in material breach of any representation, warranty or material covenant contained herein, RSI shall make payment to Columbia of the Termination Fee. (c) If (i) this Agreement is terminated by either the Company or Parent or Subsidiary party pursuant to Section 7.1(a), 7.1(d), 7.1(b) or by Columbia pursuant to Section 7.1(e) if the breach giving rise to such termination was knowing or intentional and if (xii) at the time of such termination a Takeover Proposal shall have been made known Columbia is not in material breach of any representation, warranty or material covenant contained herein and (iii) prior to the Company RSI Depositors Meeting, if required (in the case of termination pursuant to Section 7.1(b)) or the date of termination (in the case of termination pursuant to Section 7.1(e)), a Superior Proposal has been made directly to the Company’s shareholders generally publicly announced, disclosed 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 communicated and (yiv) within twelve (12) months after of such termination the Company enters RSI shall consummate or enter into an any agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors a Superior Proposal, RSI shall make payment to Columbia of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect Termination Fee. (d) The Termination Fee payable pursuant to such Takeover Proposal, such recommendation this Section 7.2 shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee made by wire transfer of same day immediately available funds not later than the date such agreement is entered into within two (or, if no agreement is entered into, the date such transaction is consummated). (c2) Business Days after notice of demand for payment. The Company acknowledges parties acknowledge that the agreements contained in this Section 8.1 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary Columbia would not enter into this Agreement; accordingly, if the Company fails promptly to pay the . The amount due payable by RSI pursuant to this Section 8.1, and, 7.2 constitutes liquidated damages and not a penalty and shall be the sole remedy of Columbia in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for event of termination of this Agreement on the fee set forth bases specified in this Section 8.1, 7.2. Nothing in this Agreement shall in any way limit the Company shall pay right of RSI to Parent its costs and expenses (including attorneys’ fees and expenses) seek a remedy at law or in connection with such suit, together with interest on equity in the amount event of the fee at the prime rate a breach of PNC Bank, National Association in effect on the date such payment was required to be madethis Agreement by Columbia.

Termination Fee. (a) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f)9.1(c) then, 7.1(hwithin five (5) Business Days, MSC shall pay or 7.1(i)cause to be paid to the Company, then by wire transfer of immediately available funds, the Company shall promptly, but in no event later than two days after the date sum of such termination, pay Parent a fee equal to $8,000,000 10,000 (the “Termination Fee”) by wire transfer of same day funds); it being understood and agreed that in no event shall MSC be required to pay the Termination Fee on more than one occasion. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary MSC pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date9.1(d), then the Company shall pay Parent the Termination Fee pay, within five (5) Business Days thereof, by wire transfer of same day funds not later immediately available funds, the Termination Fee, it being understood that in no event shall the Company be required to pay the Termination Fee on more than the date such agreement is entered into (orone occasion; provided further, if the Company pays the Termination Fee then MSC shall have no agreement is entered into, further rights against the date such transaction is consummated)Company hereunder. (c) To the extent that the Company receives the Termination Fee, or MSC receives the Termination Fee, pursuant to this Section 9.3, then (i) with respect to MSC, (A) such Termination Fee shall constitute the exclusive remedy of the Company against MSC and its Subsidiaries and their respective shareholders, directors, officers, employees, agents, Affiliates and assignees (MSC, its Subsidiaries and such other Persons being referred to collectively in this Agreement as the “MSC Related Parties”) for any Damages suffered as a result of the failure of the Transactions to be consummated, and (B) upon payment of such amount, none of the MSC Related Parties shall have any further liability arising out of this Agreement or the Transactions, and (ii) with respect to the Company, (A) such Termination Fee shall constitute the exclusive remedy of MSC against the Company and its shareholders, directors, officers, employees, agents, Affiliates and assignees (the Company and such other Persons being referred to collectively in this Agreement as the “Company Related Parties”) for any damages suffered as a result of the breach of this Agreement of failure of the Transactions to be consummated, and (B) upon payment of such amount, none of the Company Related Parties shall have any further obligation or liability arising out of or related to this Agreement or the Transactions. The Company acknowledges and agrees that the agreements contained in maximum liability of MSC and MSC Related Parties under this Section 8.1 are an integral part Agreement shall be limited to the amount of the transactions contemplated by this Agreement, Termination Fee. MSC acknowledges and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if agrees that the maximum liability of the Company and the Company Related Parties under this Agreement shall be limited to the amount of the Termination Fee. The parties acknowledge that the Termination Fees are not a penalty, but rather are liquidated damages in a reasonable amount that will compensate the Company or MSC, as the case may be, in the circumstances in which such payments are payable. If the Company or MSC, as the case may be, fails to promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.19.3, the Company or MSC, as the case may be, shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with reimburse the other party for interest on the such amount of the fee or portion thereof at the prime rate of PNC Bank, National Association Citibank N.A. in effect on the date such payment was required to be mademade through the date of payment. (d) In no event shall a shareholder, director, officer or employee of any of MSC, Merger Sub or the Company, as the case may be, have any liability for the payment of a Termination Fee pursuant to this Agreement.

Termination Fee. (a) In the event that Notwithstanding any other provision of this Agreement, if this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(feither of Sections 10.1(e)(i), 7.1(h(ii) or 7.1(i10.l(f), then the Company shall promptlyimmediately pay to MergerSub a break-up fee of $11,000,000 (the "Termination Fee"). In addition, but (i) if this Agreement is terminated pursuant to Section 10.1(e)(iv) or 10.1(g) then in no the event later than two days that, after the date of hereof and prior to such termination, either (A) a Third Party Acquisition occurs, or (B) any Third Party shall have made, proposed, communicated or disclosed an intention to make a proposal with respect to a Third Party Acquisition then the Company shall immediately pay Parent a fee equal to $8,000,000 (MergerSub the “Termination Fee”; or (ii) by wire transfer if this Agreement is terminated pursuant to Section 10.1(e)(iii) and within eighteen (18) months following the termination of same day fundsthis Agreement (A) a Third Party Acquisition occurs or (B) the Company or any of its Subsidiaries shall have entered into a definitive agreement with respect to a Third Party Acquisition, then the Company shall immediately pay to MergerSub the Termination Fee upon the first to occur of any of the events specified in clause (A) or (B) of this clause (ii). (b) In The Company shall pay, or reimburse MergerSub, within two Business Days of submission of one or more statements therefor, accompanied by reasonable supporting documentation, for the event that amount of all out of pocket costs, fees and expenses reasonably incurred by any of them or on their behalf arising out of, in connection with, or related to this Agreement, the Merger and the consummation of all transactions contemplated by this Agreement (including, without limitation, HSR Act and other filing fees, fees and expenses of printers, accountants, financial advisors, attorneys, consultants and appraisers, or any Person providing or proposing to provide any portion of the Financing, as well as commitment and other fees, charges and expenses of any such Person) (the "Expenses"); if this Agreement is terminated by either the Company or Parent or Subsidiary MergerSub pursuant to Section 7.1(a10.1(c), 7.1(d)provided, or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company or has been made directly to that, the Company’s shareholders generally or any person shall have publicly announced an intention (whether or not conditional) to make such a Takeover Proposal 's aggregate payments and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due reimbursements pursuant to this Section 8.1, and, 10.2(b) shall in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeno event exceed $3,000,000.

Termination Fee. (a) In The Company agrees that, if (i) the event that Company shall terminate this Agreement is terminated by either pursuant to SECTION 8.1(E), (ii) Buyer shall terminate this Agreement pursuant to SECTION 8.1(F), or (iii) Buyer or the Company shall terminate this Agreement pursuant to Section 8.1(b) due to the failure to obtain the approval of the Company's stockholders and at the time of such failure, any Person shall have made a public announcement or otherwise communicated to the Company or Parent its stockholders an Acquisition Proposal with respect to the Company which has not been rejected by the Company or Subsidiary pursuant to Section 7.1(fterminated or withdrawn by the party making the Acquisition Proposal, then in accordance with SECTION 8.3(C), 7.1(himmediately prior to such termination in the case of clause (i), or in the case of clause (ii) or 7.1(i)(iii) if, then within one year following the date of termination, the Company enters into a definitive acquisition, merger or similar agreement to effect an Acquisition Proposal upon execution of such agreement, the Company shall promptlypay to Buyer a termination fee in an amount equal to $250,000 (the "TERMINATION FEE") and, but in no event later than two addition, the Company shall pay to the Buyer Expenses (as defined in Section 8.1(e) hereof), in the case of clause (i), according to the terms of Section 8.1(e), and in the case of clause (ii) or (iii), within 30 days after the date of such terminationCompany enters into a definitive acquisition, pay Parent a fee equal merger or similar agreement to $8,000,000 (the “Termination Fee”) by wire transfer of same day fundseffect an Acquisition Proposal. (b) In Each of Buyer and the event Company agrees that the payments provided for in SECTION 8.3(A) and 8.1(E) shall be the sole and exclusive remedy of the parties upon a termination of this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(aSECTION 8.1, (E) or (F), 7.1(d)as the case may be, or 7.1(e) and if (x) at the time of such termination a Takeover Proposal remedy shall have been made known be limited to the Company payment stipulated in SECTION 8.3(A); PROVIDED, HOWEVER, that nothing in this Agreement shall relieve any party from liability for the willful breach of any of its representations and warranties or has been made directly to the Company’s shareholders generally willful breach of any of its covenants or any person shall have publicly announced an intention (whether or not conditional) to make such a Takeover Proposal and agreements set forth in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)this Agreement. (c) Any payment of a Termination Fee required to be made pursuant to SECTION 8.3(A) shall be made to Buyer by the Company within 30 days after the Company enters into a definitive acquisition, merger or similar agreement to effect an Acquisition Proposal and shall be paid by wire transfer of immediately available funds to an account designated by Buyer. (d) The Company acknowledges parties agree that the agreements contained in this Section 8.1 SECTION 8.3 are an integral part of the transactions contemplated by this Agreement, the Agreement and that, without these agreements, Parent constitute liquidated damages and Subsidiary would not enter into this Agreement; accordingly, if a penalty. If the Company fails to promptly pay to pay the amount Buyer any fee due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1hereunder, the Company shall pay to Parent its the costs and expenses (including attorneys’ reasonable legal fees and expenses) in connection with such suitany action, including the filing of any lawsuit or other legal action, taken by Buyer to collect payment, together with interest on the amount of the such unpaid fee at the publicly announced prime rate of PNC BankCitibank, National Association in effect on N.A. from the date such payment fee was required to be madepaid.

Termination Fee. (a) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary Neo pursuant to (a) Section 7.1(f), 7.1(h6.1(b) because the condition of Section 5.1(f) has not been satisfied by the Termination Date or 7.1(i(b) Section 6.1(c) because of such an injunction or other Governmental Order precluding satisfaction of Section 5.1(f), then Purchaser shall pay to the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent Neo Stockholders a termination fee equal to $8,000,000 US$1,000,000 (the “Termination Fee”) within five (5) Business Days following such termination of this Agreement by wire transfer of same day immediately available funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) . The Company acknowledges parties acknowledge that the agreements agreement contained in this Section 8.1 6.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these this agreements, Parent and Subsidiary the parties would not enter into this Agreement; accordingly. Accordingly, if (i) the Company Termination Fee is payable pursuant to Section 6.3, (ii) Purchaser fails promptly to pay promptly the amount due pursuant to this Section 8.1Termination Fee, and, and (iii) in order to obtain such paymentthe Termination Fee, Parent a Neo Stockholder commences a suit which that results in a judgment against the Company Purchaser for the fee set forth in this Section 8.1Termination Fee or any portion thereof, the Company Purchaser shall pay to Parent the Neo Stockholder its costs and expenses (including attorneys’ fees and expensesfees) in connection with such suit, together with interest on the amount Termination Fee at a rate equal to five percent (5%) per annum. Notwithstanding anything to the contrary contained in this Agreement, if the Termination Fee is payable pursuant to Section 6.3, the Neo Stockholders’ receipt of the fee at Termination Fee pursuant to Section 6.3 shall be the prime rate sole and exclusive remedy of PNC Bankthe Neo Stockholders against Purchaser and any of its former, National Association current or future general or limited partners, stockholders, managers, members, directors, officers, affiliates or agents for any and all losses suffered as a result of any breach of any covenant or agreement in effect on this Agreement or the date such payment was required failure of the transactions contemplated by this Agreement to be madeconsummated, and upon payment of such amounts, none of Purchaser, or any of its former, current or future general or limited partners, stockholders, managers, members, directors, officers, affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement; provided, however, that (x) the foregoing shall not impair the Company’s right to specific performance pursuant to Section 8.9, (y) the parties shall remain obligated for, and Neo shall be entitled to remedies with respect to, breaches of Section 4.6 and (z) Purchaser shall remain liable hereunder for any obligations of Purchaser to pay fees, expenses or interest pursuant to this Section 6.3. Each of the parties acknowledges and agrees that the Termination Fee is not a penalty but constitutes liquidated damages in a reasonable amount that will compensate the Neo Stockholders in circumstances in which the Termination Fee is payable.

Termination Fee. (a) In Without limiting any other rights or obligations set forth in this Agreement, in the event (i) that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f)8.1(b) and if, 7.1(h) or 7.1(i), then the Company shall promptly, but in no event later than two days after the date as of such termination, pay Parent the Voting Agreement Condition shall not have been satisfied as of the time of termination or (ii) of a fee Second Closing Abandonment if at the time of such Second Closing Abandonment, the Stockholder Approval has not been obtained, then in either case, the Company shall pay, or cause to be paid, to the Purchaser, (x) an amount equal to $8,000,000 850,000 (such amount, the “Termination Fee”) and (y) the reimbursement of expenses contemplated by Section 5.9; provided, however, that in the event the Termination Fee is paid, the Company’s expense reimbursement obligation shall be limited to $250,000. Payment of the Termination Fee or the reimbursement of expenses shall be made by wire transfer of same day fundsimmediately available funds to such accounts as directed by the Purchaser and shall be made within two (2) Business Days following the termination of this Agreement. (b) In Other than in the event that case of willful breach of this Agreement, upon acceptance by Purchaser of the Termination Fee (and any related amounts owing pursuing to Section 8.3(a)), none of the Company nor its Related Parties shall have any further liability or obligation relating to or arising out of this Agreement is terminated by either (other than as set forth in Section 8.2). Purchaser acknowledges and agrees that under no circumstances shall the Company Purchaser be permitted or Parent or Subsidiary entitled both to (x) the receipt of the Termination Fee and expense reimbursement pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 5.9 and (y) within twelve (12) months after such termination a grant of specific performance that requires the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in consummate the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated)Second Closing. (c) The Company acknowledges that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be made.

Termination Fee. (ai) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h) or 7.1(i6.l(e), then the Company shall promptly, but (provided that Purchaser is not then in no material breach of its obligations under this Agreement) (A) pay to Purchaser promptly and in any event later than within two days after the date Business Days of such terminationtermination $175,000 in cash and (B) reimburse Purchaser promptly and in any event within seven Business Days of such termination for any of Purchaser's documented out-of-pocket expenses (including without limitation fees and expenses of outside professionals) incurred in connection with the transactions contemplated hereby up to an aggregate reimbursement amount pursuant to this clause (B) of $150,000, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) in each case, by wire transfer of same day fundsimmediately available funds to an account specified by Purchaser. The rights of Purchaser to receive the payments contemplated by this Section 6.2(b)(i) shall be in lieu of any damages remedy or other claim by Purchaser in respect of the transactions contemplated hereby. (bii) In the event that If this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a6.l(c) or Section 6.1(d), 7.1(d), or 7.1(ethen Purchaser shall (provided that the Company is not then in material breach of its obligations under this Agreement) (A) pay to the Company promptly and if (x) at the time in any event within two Business Days of such termination a Takeover Proposal shall have been made known to $175,000 in cash and (B) reimburse the Company or has been made directly to promptly and in any event within seven Business Days of such termination for any of the Company’s shareholders generally or any person shall have publicly announced 's documented out-of-pocket expenses (including without limitation fees and expenses of outside professionals) incurred in connection with the transactions contemplated hereby up to an intention aggregate reimbursement amount pursuant to this clause (whether or not conditionalB) to make such a Takeover Proposal and of $150,000, in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposalcase, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day immediately available funds not later than to an account specified by the date such agreement is entered into (or, if no agreement is entered into, Company. The rights of the date such transaction is consummated). (c) The Company acknowledges that to receive the agreements contained in payments contemplated by this Section 8.1 are an integral part 6.2(b)(ii) shall be in lieu of any damages remedy or other claim by the Company in respect of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madehereby.

Termination Fee. (a) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(f), 7.1(h) or 7.1(i7.1(c)(ii), then the Company shall promptly, but in no event later than two days after pay to Parent concurrently with such termination the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) Fee by wire transfer of same same-day funds.; (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a7.1(d)(i), 7.1(d), or 7.1(e) and if (x) at then the time Company shall pay to Parent the Termination Fee by wire transfer of same-day funds immediately following such termination a Takeover Proposal of this Agreement; or (c) If (i) after the date of this Agreement, any Person shall have been announced, commenced, publicly disclosed or made known to the Company 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 Board a Takeover Proposal and in each such case such Takeover Proposal shall not have been withdrawn and (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect (ii) thereafter, this Agreement is terminated (A) by either Parent or the Company pursuant to such Section 7.1(b)(ii) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(d)(ii) and (iii) at any time after the date of this Agreement and prior to the expiration of the twelfth (12th) month after the termination of this Agreement, the Company consummates any Takeover Proposal had been entered with such Person or enters into on a definitive agreement related to any Takeover Proposal with such date)Person, then the Company shall pay Parent the Termination Fee by wire transfer of same same-day funds not later than on the earlier of the date of such agreement is entered into (or, if no agreement is entered into, entry and the date of such transaction is consummated)consummation referred to in clause (iii) above. In no event shall the Company be required to pay the Termination Fee more than once. (cd) The Company acknowledges For purposes of: (i) Section 7.3(c), “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2 except that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly all references to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company “25%” therein shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required be deemed to be madereferenced to “50%”.

Termination Fee. (a) In the event that Parent Group on the one hand or LED Supply on the other refuses to consummate the transactions contemplated by this Agreement is terminated by either after the Company or Parent or Subsidiary execution of the this Agreement, other than through the termination of this Agreement pursuant to Section 7.1(fSections 9.1, 9.2 , 9.3 or 9.4 hereof, as applicable, such party shall be in breach of this Agreement (the “Breaching Party”), 7.1(h) or 7.1(i), then the Company Breaching Party on one hand shall promptly, but pay to the non-Breaching Party on the other a termination fee in no event later than two days after the date of such termination, pay Parent a fee an amount equal to Two Million Dollars ($8,000,000 2,000,000) (the “Termination Fee”); provided that if a Termination Fee (as defined in the PURO Merger Agreement) is paid pursuant to the PURO Merger Agreement, the Termination Fee as contemplated in this Section 9.7 shall not be payable (the intent being that a Termination Fee (as defined herein or in the PURO Merger Agreement) shall be payable only once pursuant to this Agreement or the PURO Merger Agreement and that the aggregate amount recoverable in respect of a termination fee pursuant to this Section 9.7 and Section 9.7 of the PURO Merger Agreement shall be limited to an aggregate of $2,000,000). Any Termination Fee shall be paid by a wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant immediately available funds to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance account designated by the shareholders of non-Breaching Party on the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same Business day funds not later than immediately following the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) of termination of this Agreement. The Company acknowledges parties acknowledge and agree that the agreements contained in this Section 8.1 9.7 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary the parties would not enter into this Agreement; accordingly, if the Company non-Breaching Party fails promptly to timely pay the amount due Termination Fee pursuant to this Section 8.19.7, and, and in order to obtain such payment, Parent the non-Breaching Party commences a any action, suit or proceedings which results in a judgment against the Company for the fee set forth in this Section 8.1Breaching Party, the Company Breaching Party shall pay to Parent the non-Breaching Party its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suitaction, together with interest on suit or proceeding. The parties agree that (except in the case of Fraud or any willful breach of any representation, warranty or covenant or agreement contained herein occurring prior to such termination and except for the parties’ rights under Article 10), upon termination of this Agreement under the circumstances that entitle the non-Breaching Party to the Termination Fee, the Termination Fee shall be the sole and exclusive remedy available to the non-Breaching Party and its Affiliates against the non-Breaching Party and its Affiliates for all Losses suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon the payment of the Termination Fee in such circumstances (except in the case of Fraud or any willful breach of any representation, warranty or covenant or agreement contained herein occurring prior to such termination and except for the parties’ rights under Article 10) the Breaching Party shall have no further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby; provided, that any Termination Fee received by the non-Breaching Party shall reduce the amount of the fee at the prime rate damages payable by any Breaching Party, if any, in respect of PNC Bank, National Association in effect on the date any such payment was required to be madeFraud or willful breach.

Termination Fee. (a) In CBPO shall pay, or cause to be paid, to PWM an amount equal to RMB20,000,000 in immediately available funds (the event that “CBPO Termination Fee”) if this Agreement is terminated by either the Company or Parent or Subsidiary PWM pursuant to Section 7.1(f8.01(f), 7.1(h) or 7.1(i), then the Company . Such payment shall promptly, be made as promptly as possible (but in any event no event later than two days five (5) Business Days) after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) Each of CBPO and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an agreement with respect to such Takeover Proposal or such Takeover Proposal is consummated (it being understood that in the event the Board of Directors of the Company recommends acceptance by the shareholders of the Company of a tender offer with respect to such Takeover Proposal, such recommendation shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then the Company shall pay Parent the Termination Fee by wire transfer of same day funds not later than the date such agreement is entered into (or, if no agreement is entered into, the date such transaction is consummated). (c) The Company PWM acknowledges that (i) the agreements contained in this Section 8.1 8.02 are an integral part of the transactions contemplated by Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where the CBPO Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amount payable pursuant to Section 8.02(a) is not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate PWM 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, and (iii) without the agreements contained in this Section 8.02, PWM would not have entered into this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if in the Company fails promptly to pay event that the amount due CBPO Termination Fee is paid or payable pursuant to this Section 8.18.02(a), andPWM’s right to receive from CBPO the CBPO Termination Fee pursuant to Section 8.02(a) shall be the sole and exclusive remedy (whether at law, in order to obtain such paymentequity, Parent commences a suit which results in a judgment against the Company for the fee set forth contract, in this Section 8.1tort or otherwise) of PWM, the Company shall pay to Parent Subsidiaries of PWM, the direct or indirect stockholders of CBPO or any other person, or any of their respective Affiliates or Representatives against (i) CBPO or any of its costs Subsidiaries, (ii) the former, current and expenses future holders of any equity, partnership or limited liability company interest in, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, Representatives, members, managers, general or limited partners, shareholder or, assignees of, CBPO or any of its Subsidiaries, or (including iii) any holders or future holders of any equity, share, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys’ fees and expenses) in connection with such suit, together with interest on the amount Affiliates, Representatives, members, managers, general or limited partners, stockholders, assignees of any of the fee at foregoing (all persons described in clauses (i) to (iii), collectively, the prime rate “CBPO Group”), for any loss or damage suffered as a result of PNC Bankany breach of any representation, National Association in effect on warranty, covenant or agreement hereunder, any failure to perform hereunder or other failure of the date such payment was required Transactions to be madeconsummated (in each case whether willfully, intentionally, unintentionally or otherwise).

Termination Fee. (a) In the event that that: (i) (A) an Acquisition Proposal (whether or not conditional) is made directly to the Company’s stockholders or is otherwise publicly disclosed or otherwise communicated to senior management of the Company or the Company Board, (B) this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(b) or Subsidiary by Parent pursuant to Section 7.1(f) or (h), 7.1(h(C) or 7.1(i)immediately prior to the termination of this Agreement, then the number of Company Shares tendered pursuant to the Offer (and not validly withdrawn) shall promptlynot have satisfied the Minimum Condition, but in no event later than two days and (D) within 12 months after the date of such termination, pay Parent a fee equal to $8,000,000 (the “Termination Fee”) by wire transfer of same day funds. (b) In the event that this Agreement is terminated by either the Company or Parent or Subsidiary pursuant to Section 7.1(a), 7.1(d), or 7.1(e) and if (x) at the time of such termination a Takeover Proposal shall have been made known to the Company 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 (y) within twelve (12) months after such termination the Company enters into an definitive agreement with in respect to such Takeover Proposal of any Acquisition Proposal, or such Takeover a transaction in respect of any Acquisition Proposal is consummated consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (it being understood provided, that for purposes of this clause (C), each reference to “15%” in the event the Board definition of Directors of “Acquisition Proposal” shall be deemed to be a reference to “50%”), then, within five (5) Business Days after such acquisition is consummated, the Company recommends acceptance shall cause to be paid to Parent, in cash, a termination fee in the amount of $2,900,000; or (ii) this Agreement is validly terminated by Parent pursuant to Section 7.1(d) or by the shareholders Company pursuant to Section 7.1(e), then, within five (5) Business Days after the termination of this Agreement pursuant to Section 7.1(d) or Section 7.1(e), the Company shall cause to be paid to Parent, in cash, a termination fee in the amount of $2,900,000; provided, however that the payment by the Company of a tender offer with respect to such Takeover Proposal, such recommendation amount shall be treated as though an agreement with respect to such Takeover Proposal had been entered into on such date), then not relieve the Company shall pay Parent the Termination Fee by wire transfer from any liability or damage resulting from fraud or any Willful Breach of same day funds not later than the date such agreement is entered into (orany of its representations, if no agreement is entered intowarranties, the date such transaction is consummated). (c) The Company acknowledges that the covenants or agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Subsidiary would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.1, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.1, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of PNC Bank, National Association in effect on the date such payment was required to be madeAgreement.