Common use of Termination Fee Clause in Contracts

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (a) In the event that this Agreement is terminated by Parent or Merger Sub pursuant to Section 7.1(d8.1(c)(ii) or by the Company pursuant to Section 7.1(g) 8.1(c)(iv), then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(aas directed in writing by Parent as promptly as possible (but in any event within two Business Days) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)of this Agreement. (b) If In the event that (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company Merger Sub pursuant to Sections 8.1(b) (other than termination pursuant to Section 7.1(b8.1(b) at the time consummation of the Offer is enjoined, provided Company is not in breach of its obligations hereunder) or 8.1(c)(i); (ii) at or prior to the time of the termination of this Agreement the commencement, submission or making of an Acquisition Proposal shall have been disclosed or announced either publicly or to the Company; and (iii) within nine (9) months one year after such terminationthe date of termination of this Agreement, the Company consummates an Acquisition Proposal is consummated or enters into a definitive agreement contemplating an Acquisition Transaction that Proposal is subsequently consummated executed, then concurrently with consummating such transaction the Company shall pay to Parent Parent, in cash at the Company Termination Fee by wire transfer earlier of same-day funds on the date time such transaction is consummated; provided that solely for purposes of this Section 7.3(b)consummated or the time such definitive agreement is executed, all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%Termination Fee. (c) In the event Any amount that this Agreement is terminated by (i) Parent becomes payable either pursuant to Section 7.1(b8.2(a) and: (Aor Section 8.2(b) at shall be paid by wire transfer of immediately available funds to an account designated by Parent to receive such payment. In no event shall the time of such termination, each of the Offer Conditions has been satisfied or waived (other Company be obligated to pay more than one (1) Termination Fee. (d) Each of the condition set forth Company, Parent and Merger Sub acknowledges that the agreements contained in clause “(c)(viii)” this Section 8.2 are an integral part of Annex A the transactions contemplated by this Agreement, that without these agreements Parent and (2) Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. If the condition set forth Company fails to pay as directed in clause “(c)(vii)” of Annex A writing by Parent any amounts due to the termination of this Agreement Parent or Merger Sub pursuant to this Section 7.1(b)); 8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (Bincluding reasonable legal fees and expenses) incurred by Parent or Merger Sub, as applicable, in connection with any action, including the failure filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the condition set forth prime lending rate prevailing during such period as published in clause “(c)(vii)” of Annex A The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be satisfied is not directly attributable to a breach of: (1)paid until the date of actual payment.

Termination Fee. (a) In the event that If this Agreement is terminated shall be terminated: (i) by Parent MRCC pursuant to Section 7.1(d9.1(c)(iv), then, prior to, and as a condition to such termination, MRCC shall cause the third party that made the applicable MRCC Superior Proposal (or its designee) to pay HRZN, to the fullest extent permitted by applicable Law, a non-refundable fee in an amount equal to $5,375,625 (the “MRCC Termination Fee”) as liquidated damages and full compensation hereunder; (ii) (A) by (1) HRZN or MRCC pursuant to (x) any provision of Section 9.1 at a time when the Agreement was terminable by the Company HRZN pursuant to Section 7.1(g9.1(d)(ii) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this or Section 7.3(a9.1(d)(iii), (y) shall be paid no later than the second Section 9.1(b)(ii) or (2ndz) Business Day following termination Section 9.1(b)(iv), or (2) HRZN pursuant to Section 7.1(d9.1(d)(i) and concurrently (solely to the extent that MRCC has committed a willful or if intentional breach), Section 9.1(d)(ii) or Section 9.1(d)(iii), (B) a Takeover Proposal has been publicly disclosed after the Company Acquisition date of this Agreement is executed on a day and, prior to the date of such termination, has not a Business Day, the next Business Daybeen withdrawn (1) with respect to any termination pursuant to Section 7.1(g9.1(b)(ii) or 9.1(d)(i), prior to the date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iv) prior to the time of the duly held MRCC Stockholders Meeting, and (C) MRCC enters into a definitive Contract with respect to such Takeover Proposal within 12 months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such 12-month period), then, within two (2) Business Days after the date that such Takeover Proposal is consummated, MRCC shall cause the third party that made such Takeover Proposal (or its designee) to pay HRZN, to the fullest extent permitted by applicable Law, the MRCC Termination Fee as liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.2(a)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%”; or (iii) by HRZN or MRCC pursuant to Section 9.1(b)(v) and at such time a Termination Fee (as defined in the Asset Purchase Agreement) is payable to MCIP thereunder, MRCC shall cause the Competing Bidder that made such Takeover Proposal (each as defined in the Asset Purchase Agreement) (or its designee) to pay HRZN, to the fullest extent permitted by applicable Law, the MRCC Termination Fee as liquidated damages and full compensation hereunder. The MRCC Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing to MRCC by HRZN if HRZN shall have furnished to MRCC wire payment instructions prior to the date of payment or, otherwise, by certified or official bank check. In the event that the MRCC Termination Fee becomes payable and is paid pursuant to this Section 9.2(a), the MRCC Termination Fee shall be HRZN’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement. (b) If this Agreement shall be terminated: (i) by HRZN pursuant to Section 9.1(d)(iv), then, prior to, and as a condition to such termination, HRZN shall cause the third party that made the applicable HRZN Superior Proposal (or its designee) to pay MRCC, to the fullest extent permitted by applicable Law, a non-refundable fee in an amount equal to $11,075,050 (the “HRZN Termination Fee”) as liquidated damages and full compensation hereunder; or (ii) (A) by (1) HRZN or MRCC pursuant to (x) any provision of Section 9.1 at a time when the Agreement was terminable by HRZN pursuant to Section 9.1(c)(ii) or Section 9.1(c)(iii), (y) Section 9.1(b)(ii) or (z) Section 9.1(b)(iii) or (2) MRCC pursuant to Section 9.1(c)(i) (solely to the extent that HRZN has committed a willful or intentional breach), Section 9.1(c)(ii) or Section 9.1(c)(iii), (B) a Takeover Proposal has been publicly disclosed after the date of this Agreement but and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.1(b)(ii) and Section 9.1(c)(i), prior to the date of such termination and (iii2) with respect to any termination pursuant to Section 9.1(b)(iii), prior to the time of the duly held HRZN Stockholders Meeting, and (C) HRZN enters into a definitive Contract with respect to such Takeover Proposal within nine (9) 12 months after such termination, the Company consummates an Acquisition and such Takeover Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating (regardless of whether such transaction consummation happens prior to or following such 12-month period), then, within two (2) Business Days after the Company date that such Takeover Proposal is consummated, HRZN shall cause the third party that made such Takeover Proposal (or its designee) to pay MRCC, to Parent the Company fullest extent permitted by applicable Law, the HRZN Termination Fee by wire transfer of same-day funds on the date such transaction is consummatedas liquidated damages and full compensation hereunder; provided provided, that solely for purposes of this Section 7.3(b9.2(b)(ii), all the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to 20% in the definition of “Acquisition Transaction25%” shall will be deemed to be references to “50%.” The HRZN Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing to HRZN by MRCC if MRCC shall have furnished to HRZN wire payment instructions prior to the date of payment or, otherwise, by certified or official bank check. In the event that the HRZN Termination Fee becomes payable and is paid pursuant to this Section 9.2(b), the HRZN Termination Fee shall be MRCC’s sole and exclusive remedy for monetary damages under this Agreement. (c) In The parties acknowledge that the event agreements contained in this Section 9.2 are an integral part of the Transactions, that without these agreements each party would not have entered into this Agreement is terminated by (i) Parent Agreement, and that any amounts payable pursuant to this Section 7.1(b9.2 do not constitute a penalty. If HRZN fails to pay any amounts due to MRCC pursuant to this Section 9.2 within the time periods specified in this Section 9.2 or MRCC fails to pay HRZN any amounts due to HRZN pursuant to this Section 9.2 within the time periods specified in this Section 9.2, HRZN or MRCC, as applicable, shall pay reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) and: (A) incurred by MRCC or HRZN, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts from the date payment of such amounts was due at the time prime lending rate in effect on the date payment was due as published in The Wall Street Journal (or any successor publication thereto), calculated on a daily basis from the date such amounts were required to be paid until the date of such terminationactual payment. For the avoidance of doubt, each to the extent payment of all or any portion of the Offer Conditions has been satisfied or waived MRCC Termination Fee and/or the HRZN Termination Fee pursuant to this Section 9.2 is not permitted by applicable Law, notwithstanding anything to the contrary, (other than (1x) the condition set forth in clause “portion of the MRCC Termination Fee and/or the HRZN Termination Fee that is permitted by applicable Law (c)(viii)” of Annex A if any) to be paid shall be required to be paid pursuant to this Section 9.2 and (2y) the condition set forth in clause “(c)(vii)” there shall be no liability to MRCC, HRZN or any other Person for non-payment of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure any portion of the condition set forth in clause “(c)(vii)” of Annex A HRZN Termination Fee or the MRCC Termination Fee, as applicable, that is not permitted by applicable Law to be satisfied is not directly attributable to a breach of: (1)paid.

Termination Fee. (a) In the event that (i) this Agreement is terminated by Parent pursuant to Section 7.1(d7.1(f) or by the Company (ii) (A) this Agreement is terminated pursuant to Section 7.1(g7.1(b) then (other than a termination by Company if any action or failure to act by Parent or Merger Sub is the principal cause of the failure of the Merger to occur on or before the Outside Date), 7.1(d), or 7.1(i), and (B) at or prior to such termination but after the date hereof, there shall exist or have been publicly proposed a bona fide Acquisition Proposal relating to a Company Acquisition and within 12 months after such termination, Company shall enter into a letter of intent or definitive agreement with respect to any Company Acquisition or any Company Acquisition shall be consummated, then, in the case of clause (i), promptly, but in no event later than two (2) business days after the date of such termination, or in the case of clause (ii), 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 $8,000,000 in cash plus the Company amount of any transaction expenses of Parent incurred theretofore (the “Termination Fee”). The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, the amount of, and the basis for payment of, the Termination Fee payable are reasonable and appropriate in all respects, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if Company fails to pay in a timely manner the Termination Fee due pursuant to this Section 7.3(a) shall be paid no later than 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against Company for the second (2nd) Business Day following termination pursuant to amounts set forth in this Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day7.3(b), the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the Company Termination Fee by wire transfer amounts set forth in this Section 7.3(b) at the prime rate of same-day funds Bank of America, N.A. in effect on the date such transaction is consummated; provided that solely payment was required to be made. Payment of the fees described in this Section 7.3(b) shall be in lieu of damages incurred in the event of breach of this Agreement other than for any willful breaches of this Agreement. For the purposes of this Section 7.3(b)Agreement, all references to 20% in the definition of “Acquisition TransactionCompany Acquisition” shall be deemed to be references to 50%. mean any of the following transactions (c) In other than the event that transactions contemplated by this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: Agreement): (A) at a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company pursuant to which the time stockholders of Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such terminationtransaction, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure a sale or other disposition by Company of assets representing in excess of 50% of the condition set forth aggregate fair market value of Company’s business immediately prior to such sale, or (C) the acquisition by any Person or group (including by way of a tender offer or an exchange offer or issuance by Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in clause “(c)(vii)” excess of Annex A to be satisfied is not directly attributable to a breach of: (1)50% of the voting power of the then outstanding shares of capital stock of Company.

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the The Company shall pay to Parent $550,000,000 (the Company “Termination Fee. The Company Termination Fee payable pursuant ”), by wire transfer of immediately available funds to this Section 7.3(a) shall be paid no later than an account or accounts designated in writing by Parent, in the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g).event that: (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (iiA) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.1(b)(i) and (iiiprovided that (x) within nine (9) months after at the time of such termination, the Company consummates an Antitrust Clearance Condition, No Legal Restraint Condition (solely with respect to any U.S. Antitrust Laws) and No Antitrust Proceedings Condition are satisfied and the Minimum Condition is not satisfied and (y) in the case of a termination by the Company, only if at such time Parent is not in material breach of its obligations such that Parent would be prohibited from terminating this Agreement pursuant to the proviso of Section 9.1(b)(i)); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or otherwise shall have become publicly disclosed or publicly known and such Acquisition Proposal shall not have been publicly and unconditionally withdrawn prior to the date that is ten (10) Business Days prior to the termination of this Agreement; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction that and such Acquisition Transaction is subsequently consummated then (whether during or after such twelve (12) month period), or (y) an Acquisition Transaction is consummated, in which case the Termination Fee shall be payable concurrently with consummating the consummation of any such transaction Acquisition Transaction; (ii) this Agreement is terminated by the Company shall pay pursuant to Parent Section 9.1(c)(ii), in which case the Company Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by wire transfer of same-day funds on Parent pursuant to Section 9.1(d)(ii), in which case the date Termination Fee shall be payable within two (2) Business Days after such transaction is consummated; provided that solely for termination. For purposes of this the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 7.3(b9.3(b)(i), all references to “twenty percent (20% %)” or “eighty percent (80%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%). (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)”

Termination Fee. (a) In If, but only if, the event that this Agreement is terminated by: (i) (x) either Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(d7.1(d)(i), and (y) or by (A) the Company receives or has received a Competing Proposal from a Third Party after the date hereof which Competing Proposal is publicly disclosed or any Third Party shall have publicly announced an intention to make a Competing Proposal or a Competing Proposal shall have otherwise become known to the Company or the Company Board, and in each case such Competing Proposal was not publicly withdrawn at least five (5) Business Days prior to the Termination Date, in respect of a termination pursuant to Section 7.1(g7.1(b)(i) or Section 7.1(b)(iii), respectively, or at least five (5) Business Days prior to the date of termination of the Agreement in respect of a termination pursuant to Section 7.1(d)(i) and (B) within twelve (12) months of the termination of this Agreement, the Company or its subsidiaries or Affiliated Entities enters into a definitive agreement with respect to, or consummates, a transaction in connection with a Competing Proposal (regardless of whether such Competing Proposal is the same one referred to in clause (A) above), then the Company shall pay pay, or cause to be paid, to Parent (or such person who may be designated by Parent) an amount equal to $47,000,000 (the Company “Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a”) shall be paid no not later than the second (2nd) Business Day following termination pursuant the earlier to Section 7.1(d) and concurrently (occur of the entry into a definitive agreement concerning a Competing Proposal or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination consummation of this Agreement in accordance with its termsa transaction arising from such Competing Proposal; provided, an Acquisition Proposal shall have been publicly announced and not withdrawnhowever, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b7.3(a)(i), all the references to 20% “fifteen percent (15%)” in the definition of “Acquisition Transaction” Competing Proposal shall be deemed to be references to “fifty percent (50%. (c) In )” and a Competing Proposal shall not be deemed to have been “publicly withdrawn” by any Third Party if, within 12 months of the event that this Agreement is terminated by (i) Parent pursuant relevant termination, the Company or any of its subsidiaries or Affiliated Entities shall have entered into a definitive agreement with respect to Section 7.1(b) and: (A) at the time a Competing Proposal or shall have consummated a Competing Proposal made by or on behalf of such termination, each Third Party or any of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b))its Affiliates; and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)or

Termination Fee. (ai) In If Parent terminates this Agreement pursuant to Section 8.1(d) or if the event that Company terminates this Agreement pursuant to Section 8.1(b) during any time at which Parent was entitled to terminate this Agreement pursuant to Section 8.1(d), then the Company shall pay to Parent an amount in cash equal to $ 105,000,000 (the “Termination Fee”) by wire transfer (to an account designated by Parent) within two (2) business days of the date of such termination. (ii) If (x) any Competing Proposal shall have been publicly announced or shall have become publicly known and in any such case not withdrawn prior to the Special Meeting and this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(c) and the Requisite Stockholder Approval has not been obtained or Section 8.1(e) and (y) concurrently with or within twelve (12) months after such termination, any definitive agreement providing for a Competing Proposal shall have been entered into by the Company pursuant to Section 7.1(g) or a Competing Proposal shall have been consummated, then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant in cash (it being understood that in no event shall Parent be entitled to this Section 7.3(areceive the Termination Fee on more than one occasion) shall be paid no later than by wire transfer (to an account designated by Parent), upon the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (earlier of consummation of the Competing Proposal or if the date on which the Company Acquisition Agreement is executed on a day not a Business Dayenters into the agreement providing for such Competing Proposal, the next Business Day) with any termination pursuant to Section 7.1(g)as applicable. (biii) If (i) after For purposes of Section 8.2(b)(ii), the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal term “Competing Proposal” shall have been publicly announced and not withdrawnthe meaning assigned to such term in Section 9.5, (ii) thereafter, this Agreement is terminated by Parent or except that the Company pursuant reference to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to “at least 20% %” in the definition of “Acquisition TransactionCompeting Proposal” shall be deemed to be references a reference to “at least 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)”

Termination Fee. (a) In the event that If this Agreement is terminated (i) by Parent pursuant to Section 7.1(d7.1(g), (ii) or by the Company pursuant to Section 7.1(g7.1(b) then and, at the time of such termination, (A) the Company Shareholder Approval shall pay not have been obtained and (B) Parent would have been permitted to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to terminate this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (iiiii) thereafterby the Company pursuant to Section 7.1(h), this Agreement is terminated or (iv) by Parent or the Company pursuant to Section 7.1(b) or Section 7.1(d) or by Parent pursuant to Section 7.1(f), and in the case of any termination pursuant to this clause (iv), (A) a Takeover Proposal shall have been publicly announced or shall have become publicly known and (B) at any time on or prior to the twelve-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated, the Company shall pay Parent the Termination Fee, by wire transfer (to an account designated by Parent) in immediately available funds (1) in the case of clause (i), within two business days of such termination, in the case of clauses (ii) and (iii) within nine (9) months after prior to or concurrently with such termination, and in the Company consummates an Acquisition case of clause (iv) upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently the consummation of the transactions contemplated by a Takeover Proposal. “Termination Fee” shall mean a cash amount equal to $50,000,000. Notwithstanding anything to the contrary in this Agreement, if the Termination Fee shall become due and payable in accordance with consummating this Section 7.3(a), from and after such transaction termination and payment of the Termination Fee pursuant to and in accordance with this Section 7.3(a), the Company shall pay to Parent have no further liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby other than as provided under this Section 7.3(a), except in the case of fraud or intentional and material breach by the Company of this Agreement. Each of the parties hereto acknowledges that the Termination Fee by wire transfer of same-day funds is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent in the circumstances in which such Termination Fee is due and payable and which do not involve fraud or intentional and material breach, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the date such transaction is consummated; provided that solely expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. In no event shall Parent be entitled to more than one payment of the Termination Fee. Solely for purposes of this Section 7.3(b7.3, “Takeover Proposal” shall have the meaning ascribed thereto in Section 8.15(xxv), except that all references to 2015% in the definition of “Acquisition Transaction” shall be deemed to be references changed to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (a) In the event that this Agreement is terminated (i)(x)(A) by Parent, Merger Subsidiary or the Company pursuant to Section 10.01(b)(i) or (B) by Parent pursuant to Section 7.1(d10.01(d), (y) an Acquisition Proposal by a Third Party shall have become publicly known or delivered to the Board of Directors after the date hereof and prior to such termination and (z) within twelve (12) months after such termination (A) the Company enters into a definitive agreement with respect to an Acquisition Proposal or (B) any Acquisition Proposal is consummated (with all references to twenty-five percent (25%) in the definition of Acquisition Transaction being treated as references to fifty percent (50%) solely for purposes of clause (b)(i) of this Section 10.03(a)); (ii) by the Company pursuant to Section 7.1(g10.01(f); or (iii) then by Parent pursuant to Section 10.01(c), then, in any such event, the Company shall pay to Parent the Company Termination FeeFee (less any Parent Expense Reimbursement previously paid or payable by the Company), which amount shall be payable by wire transfer of immediately available funds. The Company Termination Fee (which, if owing, shall be payable only once) shall be paid (x) in the circumstances described in clause (i) above, promptly (but in no event later than one (1) Business Day) following the first to occur of the events giving rise to the obligation to make such payment, (y) in the circumstances described in clause (ii) above, concurrently with and as a condition to the termination and (z) in the circumstances described in clause (iii) above, promptly (but in no event later than five (5) Business Days) following the first to occur of the events giving rise to the obligation to make such payment. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree on behalf of themselves and their Affiliates that (i) the Company Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Subsidiary in the circumstances in which the Company Termination Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that the provisions of this Section 10.03 are an integral part of the transactions contemplated by this Agreement, and that, without such provisions, the Parties would not have entered into this Agreement. Accordingly, if the Company fails promptly to pay any amount due to Parent pursuant to this Section 7.3(a10.03, it shall also pay reasonable costs and expenses incurred by Parent or Merger Subsidiary in connection with a legal action to enforce this Agreement that results in a judgment against the Company for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of JPMorgan Chase Bank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date. (c) Notwithstanding anything to the contrary set forth in this Agreement, subject to Section 11.13 and other than in the case of fraud or willful and material breach, each of Parent and Merger Subsidiary expressly acknowledges and agrees that (x) Parent’s right to receive payment of the Company Termination Fee pursuant to Section 10.03 (plus any costs, expenses or interest payable in connection therewith pursuant to Section 10.03(b)) and Parent’s right to receive payment of the Parent Expense Reimbursement pursuant to Section 10.03(g), in each case, in the respective circumstances in which the Company Termination Fee and/or the Parent Expense Reimbursement is payable, shall constitute the only monetary damages that (A) Parent, Merger Subsidiary or Sponsor, (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than Parent, Merger Subsidiary and Sponsor), members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Subsidiary and Sponsor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) may recover from (A) the Company, its Subsidiaries and each of their respective Affiliates; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) for any and all losses, claims, damages, liabilities, costs, fees, expenses (including reasonable attorney’s fees and disbursements), judgments, inquiries and fines suffered in respect of this Agreement (including in respect of any breach of any representation, warranty, covenant or agreement or the failure of the Merger to be consummated) or the transactions contemplated by this Agreement in such circumstances, and upon payment of the Company Termination Fee to Parent pursuant to this Section 10.03 (plus any costs, expenses or interest payable in connection therewith pursuant to Section 10.03(b)), none of the Company Related Parties shall have any further liability or obligation to any of the Parent Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby. (d) Under no circumstances will the collective monetary damages payable by Parent, Merger Subsidiary or any of their Affiliates for breaches under this Agreement, the Limited Guarantee or the Equity Commitment Letter exceed an amount equal to $16,000,000 in the aggregate for all such breaches (including reasonable attorney’s fees and costs to enforce this Agreement and Limited Guarantee) (the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Parent Liability Limitation against any Parent Related Parties, and in no event will the Company or any of its Subsidiaries be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Sponsor, Parent or Merger Subsidiary), the termination of this Agreement, the failure to consummate the Offer or the Merger or any claims or actions under Applicable Law arising out of any such breach, termination or failure. Other than Sponsor’s obligations under the Limited Guarantee and the Equity Commitment Letter and other than the obligations of Parent and Merger Subsidiary to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than Sponsor, Parent and Merger Subsidiary have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement, the Offer or the Merger, provided that nothing in this Section 10.03(d) shall be paid deemed to limit the Company’s rights as a third party beneficiary to seek specific performance of the Equity Commitment Letter in accordance with the terms thereof. (e) Notwithstanding anything to the contrary in this Section 10.03, it is agreed that Parent, Merger Subsidiary and the Company will be entitled to an injunction, specific performance or other equitable relief as provided in Section 11.13, except that, although the Company, in its sole discretion, may determine its choice of remedies hereunder, including by pursuing specific performance in accordance with, but subject to the limitations of, Section 11.13(b), under no later circumstances will the Company be permitted or entitled to receive both specific performance of the type contemplated by Section 11.13(b) and any monetary damages. (f) In no event will the Company seek or obtain, nor will they permit any of its Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Person who is not a named party to this Agreement, the Equity Commitment Letter or the Limited Guarantee, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement with respect to this Agreement, the Equity Commitment Letter or the Limited Guarantee or the transactions contemplated hereby and thereby (including any breach by Sponsor, Parent or Merger Subsidiary), the termination of this Agreement, the failure to consummate the transactions contemplated hereby or any claims or actions under Applicable Law arising out of any such breach, termination or failure, other than from Parent or Merger Subsidiary to the extent expressly provided for in this Agreement or Sponsor to the extent expressly provided for in the Limited Guarantee and the Equity Commitment Letter. (g) In the event this Agreement is terminated by either Party pursuant to Section 10.01(b)(i) (provided that, at such time, all Offer Conditions (other than the Minimum Condition and, if applicable, the condition set forth in Section (ii)(B) of Annex I, the condition set forth in Section (ii)(C) of Annex I and/or any other Offer Condition that has not been satisfied as a result of a breach of this Agreement by the Company) had been satisfied or waived (other than those Offer Conditions that are only capable of being satisfied or waived at the Acceptance Time, but provided that such Offer Conditions were so capable of being satisfied or waived) or by Parent pursuant Section 10.01(d) (for willful breach), then the Company shall reimburse Parent for its actual and reasonable out-of-pocket expenses in an amount not to exceed $2,000,000 (the “Parent Expense Reimbursement”), by wire transfer of immediately available funds on the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the such termination of this Agreement in accordance with its termsAgreement; provided, an Acquisition Proposal shall have been publicly announced and not withdrawn, that the existence of circumstances which would require the Company Termination Fee (iiless any Parent Expense Reimbursement previously paid to Parent by the Company) thereafter, this Agreement is terminated to become subsequently payable by Parent or the Company pursuant to Section 7.1(b10.03(a)(i) and (iii) within nine (9) months after such termination, shall not relieve the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction of its obligations to pay the Parent Expense Reimbursement pursuant to this Section 10.03(g); and provided, further, that is subsequently consummated then concurrently with consummating such transaction the payment by the Company of the Parent Expense Reimbursement pursuant to this Section 10.03(g) shall not relieve the Company of any subsequent obligation to pay to Parent the Company Termination Fee (less any Parent Expense Reimbursement previously paid to Parent by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (cCompany) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b10.03(a)(i). For the avoidance of doubt, (x) and: (A) at in no event shall the time of such termination, each of Company be required to pay the Offer Conditions has been satisfied or waived (other Parent Expense Reimbursement on more than one (1) the condition set forth in clause “(c)(viii)” of Annex A occasion and (2y) in no event shall the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure sum of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)Parent Expense Reimbursement and Company Termination Fee payable by the Company exceed the Company Termination Fee.

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.01(c) or Section 9.01(d) or by Parent pursuant to Section 9.01(e)(ii) or Section 9.01(e)(iii), and (iiiA) at or prior to the time of such termination a Company Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made or, in the case of a termination pursuant to Section 9.01(c), Section 9.01(e)(ii) or Section 9.01(e)(iii), shall have been received by the Company or any of its Representatives; and (B) within nine (9) 12 months after the date of any such termination, the Company consummates an or any of its Affiliates shall have entered into a definitive agreement with respect to any Company Acquisition Proposal or enters into an any Company Acquisition Transaction that Proposal is subsequently consummated (regardless of whether it is the same Company Acquisition Proposal), then concurrently with consummating such transaction the Company shall pay pay, or cause to Parent be paid, to Parent, in cash at the Company Termination Fee by wire transfer earlier of same-day funds on the date such time as such agreement is entered into or such transaction is consummated, a non-refundable fee in the amount of the Company Termination Fee; provided that solely provided, however, for purposes of this Section 7.3(b)clause (B) above, all references to 20“15% or more” in the definition of “Company Acquisition Transaction” Proposal shall be deemed to be references to “more than 50%”. (cb) In the event that If this Agreement is terminated by : (i) Parent pursuant to Section 7.1(b9.01(e)(i); (ii) andby the Company pursuant to Section 9.01(f); or (iii) unless the Company Shareholder Approval was received prior to such termination, by the Company pursuant to Section 9.01(c) and the Company Board or any committee thereof made a Company Adverse Recommendation Change; 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(b), 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 (B) of this Section 9.03(b), the Company Termination Fee shall be paid by the Company immediately prior to or concurrently with such termination. (c) If this Agreement is terminated (i) by the Company pursuant to Section 9.01(k) or (ii) by the Company or Parent pursuant to Section 9.01(i) as a result of the termination of the Investment Agreement pursuant to Section 10.01(d) thereof if, following the date hereof, an Infiniti Adverse Recommendation Change is made under the Investment Agreement and remains in effect until the time of the Infiniti Stockholders’ Meeting or (iii) by the Company or Parent pursuant to Section 9.01(i) as a result of the termination of the Investment Agreement pursuant to Section 10.01(e), then Parent and Infiniti, severally and jointly, shall pay, or cause to be paid, to the Company a non-refundable fee in the amount of the Parent Termination Fee. The Parent Termination Fee shall be paid by or on behalf of Parent and Infiniti within one (1) Business Day after such termination. (d) Each of Parent, Infiniti and the Company acknowledges and agrees that (i) the agreements contained in this Section 9.03 are an integral part of the Transactions, (ii) without these agreements, Parent, Infiniti, Holdco, Merger Sub and the Company would not have entered into this Agreement and (iii) any amount payable pursuant to this Section 9.03 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent, Infiniti, Holdco and Merger Sub, in the case of Section 9.03(a) and Section 9.03(b), or the Company, in the case of Section 9.03(c), in the circumstances in which such amount is payable. The Parties acknowledge and agree that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion and in no event shall Parent or Infiniti 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 9.03, then: (A) at the time Company shall reimburse Parent for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such termination, each overdue amount and the enforcement by Parent of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth its rights under this Section 9.03 incurred in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due connection with defending such Proceeding to the termination of this Agreement pursuant to Section 7.1(b)collect such fees); and (B) the Company shall pay to Parent 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 neither Parent nor Infiniti pays when due any amount payable under this Section 9.03, then: (x) Parent and Infiniti, severally and jointly, shall reimburse the Company 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 the Company of its rights under this Section 9.03 incurred in connection with defending such Proceeding to collect such fees); and (y) Parent and Infiniti, severally and jointly, shall pay to the Company 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 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 paid). (e) Notwithstanding anything to the contrary contained in this Agreement, except in the case of a Willful Breach (and subject to Section 9.03(d)), (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 condition set forth in clause “(c)(vii)” of Annex A Merger to be satisfied consummated, (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, Infiniti, Holdco 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 Merger to be consummated, (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, Infiniti, Holdco or Merger Sub relating to or arising out of this Agreement. (f) Notwithstanding anything to the contrary contained in this Agreement, except in the case of a Willful Breach (and subject to Section 9.03(d)), (i) if this Agreement is not 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, Infiniti, Holdco and Merger Sub and their respective Representatives and Affiliates for (A) any loss suffered, directly attributable or indirectly, as a result of the failure of the Merger to be consummated, (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 breach of: claim in law or equity with respect to (1)A) any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, (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, Infiniti, Holdco 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.

Termination Fee. In the event that: (ai) this Agreement is terminated by either Parent or the Company pursuant to Section 7.1.4(A) or by Parent pursuant to Section 7.1.7 due to a willful and intentional breach triggering termination and (A) after the date of this Agreement an Acquisition Proposal has been publicly announced and not withdrawn as of such termination hereof and (B) within twelve (12) months after such termination the Company shall have reached a definitive agreement to consummate, or shall have consummated, such Acquisition Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1.5(B); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1.6, then the Company shall (A) in the case of a Termination Fee payable pursuant to clause (i) of this Section 7.2.2, upon the consummation of such Acquisition Proposal, (B) in the case of a Termination Fee payable pursuant to clause (ii) of this Section 7.2.2, on the date that is two (2) Business Days after such termination, or (C) in the case of a Termination Fee payable pursuant to clause (iii) of this Section 7.2.2, on the date of such termination, pay Parent a fee equal to $59,707,000 (the “Termination Fee”) by wire transfer of same-day funds. In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) 7.1.5(A), then the Company shall pay to Parent shall, on the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second date that is two (2nd2) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months Days after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay Parent a fee equal to Parent the Company Termination Fee $29,850,000 by wire transfer of same-day funds on funds. In the date such transaction is consummated; provided that solely for purposes case of a fee payable pursuant to clause this Section 7.3(b)7.2.2, all references to 20% in the definition of “Acquisition Transaction” parties hereby agree that the such fee shall be deemed to the appropriate measure of liquidated damages, and shall be references to 50%. (c) In the event that this Agreement is terminated by (i) total damages and the sole and exclusive remedy of Parent pursuant to Section 7.1(b) and: (A) at the time of such terminationand Merger Sub, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due relating to the termination giving rise to the payment of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)such fee.

Termination Fee. (a) In the event The parties agree that if this Agreement is terminated by Parent pursuant to in accordance with Section 7.1(d7.1(e) or by the Company pursuant to in accordance with Section 7.1(g) 7.1(f), then the Company shall pay (or cause to be paid) to Parent (or its designee) prior to or concurrently with such termination, in the case of a termination by the Company, or within two (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. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g”). (b) If The parties agree that (i) after 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 this Agreement but prior to the termination of this Agreement in accordance with its termssuch termination, an a Company Acquisition Proposal shall have been publicly announced is (A) made public by the Company or any other Person and (B) not withdrawn, and (ii) thereafterwithin twelve (12) months after such termination (A) the Company enters into a definitive agreement with respect to any Company Acquisition Proposal or (B) any Company Acquisition Proposal is consummated, then the Company 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 doubt, the Company shall not be obligated to pay the Company Termination Fee with respect to any Company Acquisition Proposal unless such 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, except that the references to “20% or more” shall be deemed to be 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 reimburse Parent for all reasonable out-of-pocket fees and expenses incurred or paid by Parent or Merger Sub 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 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 (iiiB) is not withdrawn, and (ii) within nine twelve (912) months after such termination, the Company consummates an termination (A) Parent enters into a definitive agreement with respect to any Parent Acquisition Proposal or enters into an (B) any Parent Acquisition Transaction that Proposal is subsequently consummated consummated, then concurrently with consummating such transaction 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 to the Parent the Company Termination Fee by wire transfer of same-day funds on the date with respect to any Parent Acquisition Proposal unless such transaction Parent Acquisition Proposal is consummated; provided that solely for . For purposes of this Section 7.3(b7.3(e), all the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 8.4, except that the references to “20% in the definition of “Acquisition Transactionor more” shall be deemed to be references to “more than 50%.” (cf) In the event The parties agree that if this Agreement is terminated byby 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 this Section 7.3, the Company, Parent and Merger Sub would not have entered into this Agreement. Accordingly, if the Company or Parent fails to promptly pay any amount due pursuant to this Section 7.3, the Company or Parent, as applicable, shall pay to the non-breaching party all reasonable fees, costs and expenses of enforcement (including reasonable attorneys’ fees as well as reasonable expenses incurred in connection with any action initiated by such non-breaching party), together with interest on the amount of the Company Termination Fee, the Parent Termination Fee, any Company Expenses or any Parent Expenses, as applicable, at the prime lending rate as published in The Wall Street Journal, in effect on the date such payment 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 permitted 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 7.1(b7.3(a) or Section 7.3(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due 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 7.1(b)7.3(a) or Section 7.3(b); and (B) provided that no such payment shall relieve the failure 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 condition set forth 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 clause “(c)(viithe 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 Annex A any liability or damages to be satisfied is not directly attributable to a the Company resulting from any material breach of: (1)of Section 5.4.

Termination Fee. Any provision in this Agreement to the contrary notwithstanding, (a) In the event that: (i) after the date of this Agreement, (A) any Alternative Proposal (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to, and not withdrawn prior to the time of, the Company Meeting, (B) this Agreement is validly terminated by Parent or the Company pursuant to (1) Section 7.1(d) or (2) Section 7.1(b) (and, in the case of this clause (B)(2), so long as (x) prior to the time such Alternative Proposal was first publicly proposed or publicly disclosed Parent shall not have delivered a notice to the Company in accordance with Section 7.1(f) or Section 5.11 citing a failure of a condition to the obligation of Parent and Merger Subsidiary to consummate the Merger set forth in Section 6.3(a)(i) and (y) at the time of such termination, the condition set forth in Section 6.1(a) shall not have been satisfied but all other conditions to the obligations of the parties to consummate the Merger set forth in Sections 6.1, 6.2(a) and 6.2(b) have been satisfied) and (C) concurrently with or within twelve (12) months after such termination, the Company shall have entered into a definitive agreement with respect to a Qualifying Transaction or consummated the transactions contemplated by a Qualifying Transaction; (ii) Parent shall have validly terminated this Agreement pursuant to Section 7.1(g) or 7.1(h); or (iii) the Company shall have validly terminated this Agreement pursuant to Section 7.1(i), then, in any such event, the Company shall pay to Parent (or, at Parent’s direction, an Affiliate of Parent) a fee of twenty-three million eight hundred thousand dollars ($23,800,000) in cash (the “Termination Fee”), by wire transfer of same day funds to one or more accounts designated by Parent, such payment to be made, in the case of a termination referenced in clause (i) above, upon consummation of the Qualifying Transaction, in the case of clause (ii) above, within three (3) Business Days of such termination or, in the case of clause (iii) above, in advance of or substantially concurrently with the termination by the Company pursuant to Section 7.1(i); it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. The foregoing notwithstanding, the “Termination Fee” shall be eleven million nine hundred thousand dollars ($11,900,000) in cash solely in the event that this Agreement is terminated by the Company prior to the thirtieth (30th) day after the Solicitation Period End-Date pursuant to Section 7.1(i) to enter into a Qualifying Transaction with an Excluded Party. Following receipt by Parent of the Termination Fee in accordance with this Section 7.3, the Company shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Parent or Merger Sub. (b) The parties agree and understand that (i) in no event shall the Company be required to pay the Termination Fee on more than one occasion and (ii) in no event shall Parent be entitled, pursuant to this Section 7.3, to receive an amount greater than the Termination Fee. Anything to the contrary in this Agreement notwithstanding, except in the case of fraud, (A) if Parent receives the Termination Fee from the Company pursuant to this Section 7.3, such payment shall be the sole and exclusive remedy of the receiving party against the paying party and its Subsidiaries and their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives and none of the paying party, any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby and (B) if Parent or Merger Sub receives any payments from the Company in respect of any breach of this Agreement and thereafter Parent receives the Termination Fee pursuant to this Section 7.3, the amount of such Termination Fee shall be reduced by the aggregate amount of such payments made by the party paying the Termination Fee in respect of any such breaches. The parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated hereby, that, without these agreements, the parties would not enter into this Agreement and that any amounts payable pursuant to this Section 7.3 do not constitute a penalty. Accordingly, if any party fails to promptly pay any amount due pursuant to this Section 7.3, such party shall also pay any costs and expenses (including reasonable legal fees and expenses) incurred by the party entitled to such payment in connection with a legal action to enforce this Agreement that results in a judgment for such amount against the party failing to promptly pay such amount. Any amount not paid when due pursuant to this Section 7.3 shall bear interest from the date such amount is due until the date paid at a rate equal to the prime rate as published in The Wall Street Journal, Eastern Edition in effect on the date of such payment. (c) If the circumstances described in both Section 7.3(a)(i)(A) and Section 7.3(a)(i)(B) shall have occurred, but the Termination Fee, as of the time Parent requests reimbursement pursuant to this Section 7.3(c), shall not have become payable (as a result of the non-occurrence of events described in 7.3(a)(i)(C)), the Company shall reimburse Parent and its Affiliates (by wire transfer of immediately available funds), no later than two (2) Business Days after submission of reasonable documentation thereof, for 100% of their reasonable out-of-pocket fees and expenses (including reasonable fees and expenses of their counsel) up to $5,000,000 actually incurred by any of them in connection with this Agreement and the transactions contemplated hereby including the arrangement of, obtaining the commitment to provide or obtaining any financing for such transactions; provided that, to the extent that the Termination Fee becomes payable to Parent pursuant to Section 7.1(d) or 7.3(a)(i), the amount of such Termination Fee shall be reduced by the aggregate amount of any fees and expenses actually paid to Parent and its Affiliates by the Company pursuant to this Section 7.1(g) then 7.3(c), and following the payment of the Termination Fee, as so reduced, if applicable, to Parent, the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to have no further obligation under this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g7.3(c). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (a) In the event The Parties agree that if this Agreement is terminated by Parent pursuant to in accordance with Section 7.1(d7.1(e) or by the Company pursuant to in accordance with Section 7.1(g) 7.1(f), then the Company shall pay (or cause to be paid) to Parent (or its designee) prior to or concurrently with such termination, in the case of a termination by the Company, or within two (2) Business Days thereafter, in the case of a termination by Parent, a termination fee equal to $11,600,000 (the “Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g”). (b) If The Parties agree that (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, if this Agreement is terminated by Parent in accordance with Section 7.1(b), Section 7.1(d) or Section 7.1(j) and, prior to the date of such termination, a Company Acquisition Proposal is (A) made to the Company, the Company Board or any committee thereof (or in the case of termination pursuant to Section 7.1(b7.1(d), made public by the Company or any other Person) and (iiiB) not withdrawn (publicly in the case of termination pursuant to Section 7.1(d)), and (ii) within nine twelve (912) months after such termination, termination (A) the Company consummates an enters into a definitive agreement with respect to any Company Acquisition Proposal or enters into an (B) any Company Acquisition Transaction that Proposal is subsequently consummated consummated, then concurrently with consummating such transaction the Company shall pay (or cause to Parent be paid) the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for to Parent (or its designee), prior to or concurrently therewith. For purposes of this Section 7.3(b), all the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 8.4, except that the references to “20% in the definition of “Acquisition Transactionor more” shall be deemed to be references to “more than 50%.” (c) In the event The Parties agree that if this Agreement is terminated byby the Company in accordance with Section 7.1(i) or by Parent in accordance with Section 7.1(g), 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 $11,600,000 (the “Parent Termination Fee”). (d) The Parties agree that (i) Parent pursuant to if this Agreement is terminated in accordance with Section 7.1(b), Section 7.1(h) or Section 7.1(k) and: (A) at , prior to the time date of such termination, each a Parent Acquisition Proposal is (A) made to Parent, the Parent Board or any committee thereof (or in the case of termination pursuant to Section 7.1(h), made public by Parent or any other Person) and (B) not withdrawn (publicly in the case of termination pursuant to Section 7.1(h)), 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 purposes of this Section 7.3(d), 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%.” (e) The Company, Parent, Merger Sub I, and Merger Sub II acknowledge that the agreements contained in this Section 7.3 are an integral part of this Agreement and that, without this Section 7.3, the Company, Parent, Merger Sub I, and Merger Sub II would not have entered into this Agreement. Accordingly, if the Company or Parent fails to promptly pay any amount due pursuant to this Section 7.3, the Company or Parent, as applicable, shall pay to the non-breaching Party all reasonable fees, costs and expenses of enforcement (including reasonable attorneys’ fees as well as reasonable expenses incurred in connection with any Proceeding initiated by such non-breaching Party), together with interest on the amount of the Offer Conditions has been satisfied Company Termination Fee or waived the Parent Termination Fee, as applicable, at the prime lending rate as published in The Wall Street Journal, in effect on the date such payment is made. (other f) 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, Merger Sub I, and Merger Sub II may pursue, in the condition set forth alternative and at their sole discretion, both a grant of specific performance in clause “(c)(viii)” accordance with Section 8.14 and the payment of Annex A the Company Termination Fee under Section 7.3, under no circumstances shall Parent, Merger Sub I, and Merger Sub II be permitted or entitled to receive both a grant of specific performance and the Company Termination Fee and (2iii) while the condition set forth Company may pursue, in clause “(c)(viithe 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)” , shall be the sole and exclusive remedy of Annex A due to Parent, Merger Sub I, Merger Sub II 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 7.1(b)7.3(a) or Section 7.3(b); and (B) provided that no such payment shall relieve the failure Company of any liability or damages to Parent, Merger Sub I, or Merger Sub II resulting from its material breach of Section 5.3, Willful Breach or Fraud. The payment by Parent of the condition set forth Parent Termination Fee pursuant to Section 7.3(c) or Section 7.3(d), shall be the sole and exclusive remedy of the Company and its affiliates and Representatives in clause “(c)(viithe event of termination of this Agreement under circumstances requiring the payment of a Parent Termination Fee pursuant to Section 7.3(c) or Section 7.3(d)” ; provided that no such payment shall relieve Parent, Merger Sub I, or Merger Sub II of Annex A any liability or damages to be satisfied is not directly attributable to a the Company resulting from its material breach of: (1)of Section 5.4, Willful Breach or Fraud.

Termination Fee. (a) In the event that If this Agreement is terminated by Parent pursuant to Section 7.1(d) or by any of the Company pursuant to Section 7.1(g) then following provisions, the Company shall pay to Parent a fee equal to $200,000,000 (the "Termination Fee"), which Termination Fee shall be Parent's sole remedy in respect of termination of this Agreement except in the case of any willful breach of this Agreement by the Company: (i) Sections 8.1(c)(ii) or (iii); (ii) Section 8.1(d)(ii); (iii) Section 8.1(b)(iii), provided that (A) after the date of this Agreement, any Person makes a Takeover Proposal or amends or reasserts a Takeover Proposal made prior to the date of this Agreement and such Takeover Proposal becomes publicly known prior to the Company Termination Fee. The Stockholders Meeting (and such Takeover Proposal shall not have been withdrawn at the time of the Company Termination Fee payable pursuant Stockholders Meeting), and (B) within twelve months after the date of such termination, the Company enters into a definitive agreement to consummate, or consummates, the transactions contemplated by a Takeover Proposal; and provided, further, that, solely for purposes of this Section 7.3(a) 8.3(a)(iii), the term "Takeover Proposal" shall have the meaning ascribed thereto in Section 6.5(e), except that all references to 15% shall be paid no later than the second changed to 40%; or (2ndiv) Business Day following Section 8.1(c)(i), provided, that such termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed based on a day not a Business Day, the next Business Day) with any termination pursuant to material breach of Section 7.1(g)6.2. (b) If (i) after the date of this Agreement but Company is required to pay Parent a Termination Fee, such Termination Fee shall be payable immediately prior to the termination of this Agreement in accordance with its termsthe event of termination by the Company, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated later than one Business Day after the receipt by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such terminationof a notice of termination from Parent in the event of termination by Parent, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee in each case by wire transfer of same-day immediately available funds to an account designated by Parent (except that, in the case of termination pursuant to Section 8.1(b)(iii), such payment shall be made on the date such transaction is consummated; provided that solely for purposes of this the first to occur of the events referred to in clause (B) of Section 7.3(b8.3(a)(iii), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%). (c) In The parties each agree that the event agreements contained in this Section 8.3 are an integral part of the transaction contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails promptly to pay any amounts due under this Section 8.3 and, in order to obtain such payment, Parent commences a suit that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at results in a judgment against the time Company for such amounts, the Company shall pay interest on such amounts from the date payment of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A amounts were due to the termination date of this Agreement pursuant to Section 7.1(b)); actual payment at the prime rate of Citibank, N.A. in effect on the date such payment was due, together with the costs and expenses of Parent (Bincluding reasonable legal fees and expenses) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)connection with such suit.

Termination Fee. (a) In the event that this Agreement is terminated terminated: (1) (A) by (1) Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g7.1(b)(iii) or Section 7.1(b)(i) (in the case of Section 7.1(b)(i), only if at such time the Company has failed to hold the Company Stockholders Meeting and Parent is not in breach of its obligations under Section 5.4) or (2) Parent pursuant to Section 7.1(c)(i), (B) a bona fide Takeover Proposal (excluding the Takeover Proposal by Valeant that was publicly announced on March 29, 2011, but including any revised Takeover Proposal at a higher price from Valeant after the date hereof) shall have been publicly disclosed after the date hereof and not clearly withdrawn in good faith prior to the Company Stockholders Meeting (in the case of termination pursuant to Section 7.1(b)(iii)), prior to the termination date (in the case of termination pursuant to Section 7.1(b)(i)) or prior to the breach giving rise to the right of termination (in the case of termination pursuant to Section 7.1(c)(i)) and (C) within 12 months of the date this Agreement is terminated, the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or consummates the transactions contemplated by any Takeover Proposal (provided that for purposes of this clause (C), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(aon the date of entry into such agreement or, if earlier, consummation of such Takeover Proposal. (2) shall be paid no later than the second (2nd) Business Day following termination by Parent pursuant to Section 7.1(d7.1(c)(ii), Section 7.1(c)(iii), Section 7.1(c)(iv) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business DaySection 7.1(c)(v), the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee within two (2) Business Days of such termination. (3) by wire transfer of same-day funds on the date Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent the Termination Fee prior to or concurrently with such transaction is consummated; provided that solely for purposes of termination. (b) Notwithstanding the foregoing, in no event shall the Company be required to pay the fee referred to in this Section 7.3(b)7.3(a) on more than one occasion. Notwithstanding anything to the contrary in this Agreement, all references the parties agree that the payment of the Termination Fee shall be the sole and exclusive remedy available to 20% Parent and Merger Sub with respect to this Agreement and the Transactions in the definition event any such payment becomes due and payable and is paid, and, upon payment of “Acquisition Transaction” the Termination Fee, the Company (and the Company’s Affiliates and its and their respective directors, officers, employees, stockholders and Representatives) shall have no further liability to Parent and Merger Sub under this Agreement; provided, however, that the Company shall not be relieved or released from any liabilities or damages arising out of its willful and material breach of Section 5.2 or Section 5.3; provided, further, that the aggregate amount of damages determined by a court to be payable by the Company pursuant to the foregoing proviso shall be deemed reduced by the amount of any Termination Fee payable to be references to 50%Parent pursuant this Section 7.3. (c) In The parties acknowledge that the event that agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement is terminated by (i) Parent and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. Any amount that becomes payable pursuant to Section 7.1(b7.3(a) and: (A) at the time shall be paid by wire transfer of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth immediately available funds to an account designated by Parent in clause “(c)(viii)” of Annex A writing and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A shall be reduced by any amounts required to be satisfied is not directly attributable to a breach of: (1)deducted or withheld therefrom under applicable Law in respect of Taxes.

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g).that: (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (iiA) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b6.1(d) or by Parent pursuant to Section 6.1(g) or Section 6.1(i), (B) any Alternative Acquisition Proposal has been made known to the Company or publicly announced by any Person (other than by Parent, Merger Sub or their respective affiliates) and, in either case, not withdrawn after the date of this Agreement but prior to such termination or, with respect to a termination pursuant to Section 6.1(d), prior to the Company Stockholders Meeting and (iiiC) the Company (I) completes an Alternative Acquisition Proposal within nine twelve (912) months after of the date this Agreement is terminated or (II) enters into a definitive agreement with respect to any Alternative Acquisition Proposal, within twelve (12) months of the date this Agreement is terminated, and such terminationAlternative Acquisition Proposal is consummated (provided, that for purposes of clause (C), the references to “20%” in the definition of Alternative Acquisition Proposal shall be deemed to be references to “50%”), then within two Business Days of such consummation, the Company consummates an Acquisition Proposal shall pay to Parent by wire transfer the Company Termination Fee; (ii) this Agreement is terminated by the Company pursuant to Section 6.1(f), then prior to or enters into an Acquisition Transaction that is subsequently consummated then substantially concurrently with consummating such transaction termination the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummatedtransfer; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%.or (ciii) In the event that this Agreement is terminated by (i) by Parent pursuant to Section 7.1(b) and: (A) at the time 6.1(e), then within two Business Days of such termination, each of the Offer Conditions has been satisfied or waived (other Company shall pay to Parent the Company Termination Fee by wire transfer; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)one occasion.

Termination Fee. (a) In Parent shall pay the Company within two (2) business days after the date of the termination of this Agreement, by wire transfer of immediately available funds to an account designated by the Company in writing, an amount equal to: (i) $7,000,000, in the event that this Agreement is terminated (i) by either Parent or the Company pursuant to Section 9.01(b)(i), Section 9.01(b)(ii) or Section 9.01(b)(iv), or (ii) by the Company pursuant to Section 9.01(d)(i) (the “Termination Fee”); provided that the principal cause of such termination is not a Willful Breach of this Agreement by the Company or Kestrel Intermediate Ledbetter Holdings LLC; provided, further, that, at the time of any such termination, all of the other conditions set forth in Section 8.02 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but only if such conditions were capable of being satisfied if the Closing occurred at the same time as the termination of this Agreement); (ii) $6,500,000, in the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g9.01(d)(ii) then (the Company shall pay to Parent the Company “Adverse Recommendation Change Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g”).; or (biii) If (i) after $2,000,000, in the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, event that this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(b9.01(b)(iii) (the “No Vote Termination Fee”). (b) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the Transactions, and (iii) within nine (9) months after such terminationthat without these agreements, the other parties would not enter into this Agreement; accordingly, if Parent fails to timely pay any amount due pursuant to this Section 9.03, and, in order to obtain the payment, the Company consummates commences an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction Action which results in a judgment against Parent for the payment set forth in this Section 9.03, Parent shall pay the Company shall pay to Parent for its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Action, together with interest on such amount at the Company Termination Fee by wire transfer of same-day funds prime rate as published in The Wall Street Journal in effect on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed payment was required to be references to 50%made through the date such payment was actually received. (c) In Notwithstanding anything to the event that contrary set forth in this Agreement is terminated by (i) Agreement, but subject to Section 10.08, except in the case of Fraud, the Company’s right to receive payment from Parent of the Termination Fee pursuant to Section 7.1(b) and: (A) at 9.03(a)(i), the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement Adverse Recommendation Change Termination Fee pursuant to Section 7.1(b9.03(a)(ii) or the No Vote Termination Fee pursuant to Section 9.03(a)(iii)); , as applicable, in circumstances where such a termination fee is owed as provided in this Section 9.03, shall constitute the sole and exclusive remedy of the Company against Bermuda NewCo, US NewCo, Parent and their Subsidiaries (Bincluding Merger Sub Ltd. and Merger Sub LLC) and any of their respective former, current or future general or limited partners, shareholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of the failure of the condition set forth in clause “(c)(vii)” of Annex A Transactions to be satisfied is not directly attributable to consummated or for a breach of: (1)or failure to perform hereunder, and upon payment of such amount, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions.

Termination Fee. (a) In the event The parties agree that if this Agreement is terminated by Parent in accordance with Section 7.1(e) or by the Company in accordance with Section 7.1(f), then the Company shall pay (or cause to be paid) to Intermediate Parent (or its designee) prior to or concurrently with such termination, in the case of a termination by the Company, or within two (2) Business Days thereafter, in the case of a termination by Parent, a termination fee equal to eighteen million four hundred seventy-two thousand dollars ($18,472,000) (the “Termination Fee”); provided, however, that in the event the Termination Fee becomes payable as a result of the termination of this Agreement prior to the Window Period End Time (i) by Parent pursuant to Section 7.1(d7.1(e) in response to a Change of Board Recommendation effected in compliance with Section 5.3(d) with respect to a Superior Proposal by a Qualified Bidder or (ii) by the Company pursuant to Section 7.1(g7.1(f) then with respect to a Superior Proposal by a Qualified Bidder, then, in the Company shall pay to Parent case of either of the Company immediately preceding clauses (i) or (ii), “Termination Fee. The Company Termination Fee payable pursuant ” means an amount equal to this Section 7.3(a) shall be paid no later than the second ten million dollars (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g$10,000,000). (b) If The parties agree that (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, if (iiA) thereafter, this Agreement is terminated by Parent or the Company pursuant to in accordance with Section 7.1(b) or 7.1(g) and, prior to the date of such termination, a bona fide Acquisition Proposal is (1) made public by the Company or any other Person and (iii2) not withdrawn or (B) this Agreement is terminated in accordance with Section 7.1(d) and, prior to the date of completion of the Company Stockholders Meeting, a bona fide Acquisition Proposal is (1) made public by the Company or any other Person and (2) not withdrawn and (ii) within nine twelve (912) months after such termination, the Company consummates an (A) enters into a definitive agreement with respect to any such Acquisition Proposal, which Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated consummated, or (B) consummates any such Acquisition Proposal, then concurrently with consummating such transaction the Company shall pay (or cause to be paid) the Termination Fee to Intermediate Parent (or its designee), no later than two (2) Business Days after the consummation of such transaction, as applicable. For the avoidance of doubt, the Company shall not be obligated to pay the Termination Fee by wire transfer of same-day funds on the date with respect to any Acquisition Proposal unless such transaction Acquisition Proposal is consummated; provided that solely for . For purposes of this Section 7.3(b), all the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 8.4, except that the references to “20% in the definition of “Acquisition Transaction%” shall be deemed to be references to “50%.” (c) In The Company acknowledges that the event that agreement contained in this Section 7.3 is an integral part of this Agreement and that, without this Section 7.3, Merger Sub, Intermediate Parent and Parent would not have entered into this Agreement. Accordingly, if the Company fails to promptly pay any amount due pursuant to this Section 7.3, the Company shall pay to Merger Sub all reasonable fees, costs and expenses of enforcement (including reasonable attorneys’ fees as well as reasonable expenses incurred in connection with any action initiated by Parent, Intermediate Parent or Merger Sub), together with interest on the amount of the Termination Fee at the prime lending rate as published in The Wall Street Journal, in effect on the date such payment is terminated bymade. (id) Parent pursuant For the avoidance of doubt, in no event shall the Company be required to Section 7.1(b) and: (A) at pay the time of such termination, each of the Offer Conditions has been satisfied or waived (other Termination Fee on more than one (1) the condition occasion. (e) Subject to Parent’s and Merger Sub’s rights set forth in clause “(c)(viii)” of Annex A Section 8.14, if and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement extent the Termination Fee is required to be, and is in fact, paid by the Company pursuant to this Section 7.1(b)); 7.3, Intermediate Parent’s (or its designee’s) right to receive payment thereof shall be the sole and exclusive remedy of Parent, Intermediate Parent and Merger Sub against the Company, the Company Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates (Bcollectively, “Company Related Parties”) for any loss suffered as a result of the failure of the condition set forth in clause “(c)(vii)” of Annex A transactions contemplated by this Agreement, including the Merger, to be satisfied is not directly attributable to consummated or for a breach of: or failure to perform hereunder or otherwise, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, including the Merger (1except that the Company shall also be obligated with respect to Section 7.3(c) and except that the applicable Company Related Parties shall remain obligated for, and Parent and Merger Sub may be entitled to remedies with respect to the provisions and agreements surviving such termination pursuant to Section 7.2). For the avoidance of doubt, while Parent and Merger Sub may pursue, in the alternative, both a grant of specific performance in accordance with Section 8.14 and the payment of the Termination Fee under Section 7.3, under no circumstances shall Parent and Merger Sub be permitted or entitled to receive both a grant of specific performance and the Termination Fee.

Termination Fee. (ai) In the event that If this Agreement is terminated (A) by Parent the Investor pursuant to Section 7.1(d10.01(c)(i) or Section 10.01(c)(ii) or (B) by the Company pursuant to Section 7.1(g) 10.01(d)(i), then in each case the Company shall pay to Parent Investor in immediately available funds $30,000,000 (the “Termination Fee”), in the case of a termination by the Investor, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to the effectiveness of such termination. (ii) If (A) this Agreement is terminated by the Investor or the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d10.01(b)(i) and concurrently (or if Section 10.01(b)(iii), or by the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination Investor pursuant to Section 7.1(g10.01(c)(iii). , (b) If (iB) after the date of this Agreement but and (x) prior to such termination (in the case of a termination pursuant to Section 10.01(b)(i) or Section 10.01(c)(iii)) or (y) prior to the Company Stockholder Meeting (in the case of a termination of this Agreement in accordance with its termspursuant to Section 10.01(b)(iii)), an Acquisition Proposal shall have been publicly announced or otherwise communicated to the Company Board and not unconditionally withdrawn (and, if such Acquisition Proposal was publicly announced, publicly and unconditionally withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iiiC) within nine (9) 12 months after following the date of such termination, the Company (x) enters into a definitive agreement with respect to an Acquisition Proposal, (y) recommends an Acquisition Proposal to its stockholders or (z) consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated Proposal, then concurrently with consummating such transaction the Company shall pay to Parent the Company Investor in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), the Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely Fee. Solely for purposes of this Section 7.3(b12.03(b)(ii), all references to 20% an “Acquisition Proposal” shall mean any transaction described in the definition of “Acquisition TransactionProposal” in Section 1.01 of this Agreement except that all references to “15%” therein shall be deemed to be references to 50“35%”. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d9.1(f) or by Section 9.1(g) then, provided that SIC was not in material breach of its representations, warranties, covenants or agreements hereunder at the Company pursuant to Section 7.1(g) then the Company shall time of termination, MCC will pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business DaySIC, the next Business Day) as its sole recourse in connection with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (iiSection 9.1(f) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b9.1(g), all references as applicable, a fee in an amount equal to 20% in $6,000,000 (the definition of “Acquisition Transaction” shall be deemed to be references to 50%Termination Fee”). (cb) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b9.1(h) and: (Aor Section 9.1(i) then, provided that MCC was not in material breach of its representations, warranties, covenants or agreements hereunder at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth SIC will pay to MCC, as its sole recourse in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the connection with termination of this Agreement in accordance with Section 9.1(h) or Section 9.1(i), as applicable, the Termination Fee. (c) The Termination Fee, if applicable, shall be payable (i) no later than two Business Days after the date on which this Agreement is terminated by SIC pursuant to Section 7.1(b9.1(f) or by MCC pursuant to Section 9.1(h)); , and (Bii) immediately prior to the time of termination by MCC pursuant to Section 9.1(g) or by SIC pursuant to Section 9.1(i). The parties hereto acknowledge and hereby agree that in no event shall any party be required to pay a Termination Fee on more than one occasion. (d) Each of the parties hereto acknowledges that (i) the failure agreements contained in this Section 9.4 are an integral part of the condition set forth in clause “transactions contemplated by this Agreement, (c)(vii)” of Annex A to be satisfied ii) the Termination Fee is not directly attributable a penalty, but is liquidated damages, in a reasonable amount that will compensate the other party, in the circumstances in which the 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 a breach of: calculate with precision and (1)iii) without these agreements, the parties would not enter into this Agreement.

Termination Fee. (a) In If, but only if, the event that this Agreement is terminated terminated: (i) by either the Company or Parent pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii) or by Parent pursuant to Section 7.1(d) or by 9.1(d)(i), and in any such case the Company pursuant to Section 7.1(g(x) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (receives or if the has received a Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) Proposal after the date of this Agreement but and prior to termination of this Agreement, which proposal has been publicly announced and (y) within twelve (12) months of the termination of this Agreement in accordance Agreement, consummates a transaction regarding, or executes a definitive agreement which is later consummated with its termsrespect to, an a Company Acquisition Proposal shall have been publicly announced and not withdrawnProposal, (ii) thereafter, this Agreement is terminated by Parent or then the Company shall pay, or cause to be paid, to Parent a fee equal to $1,463,000 (the “Termination Fee”) plus, if not previously paid pursuant to Section 7.1(b9.3(a)(ii) and (iii) within nine (9) months after such terminationbelow, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee Expense Amount, by wire transfer of same-same day funds on to an account designated by Parent, not later than the date consummation of such transaction is consummatedarising from such Company Acquisition Proposal; provided provided, however, that solely for purposes of this Section 7.3(b9.3(a)(i), all the references to 20% “fifteen percent (15%)” in the definition of “Company Acquisition Transaction” Proposal shall be deemed to be references to “fifty percent (50%)”; or (ii) by either the Company or Parent pursuant to Section 9.1(b)(iii), the Company shall pay, or cause to be paid, to Parent the Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (iii) by the Company pursuant to Section 9.1(c)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent as a condition to the effectiveness of such termination; or (iv) by Parent pursuant to Section 9.1(d)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination. (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from Parent; and (ii) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Payment is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 9.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the payment of any amount set forth in this Section 9.3, the Company shall pay Parent its costs and Expenses in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. (d) (i) If the Company is required to pay to Parent the Termination Payment, such Termination Payment shall be paid into escrow on the date such payment is required to be paid by the Company pursuant to this Agreement by wire transfer of immediately available funds to an escrow account designated in accordance with this Section 9.3(d). In the event that this Agreement the Company is terminated by obligated to pay Parent the Termination Payment, the amount payable to Parent in any tax year of Parent shall not exceed the lesser of (i) Parent pursuant to Section 7.1(bthe Termination Payment, and (ii) and: the sum of (A) at the time maximum amount that can be paid to Parent without causing Parent to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such termination, each amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Offer Conditions Code (“Qualifying Income”) and Parent has been satisfied $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or waived (other than (1) the condition set forth anticipated income which is not Qualifying Income), in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and each case, as determined by Parent’s independent accountants, plus (B) in the failure event Parent receives either (x) a letter from Parent’s counsel indicating that Parent has received a ruling from the IRS as described below in this Section 9.3(d) or (y) an opinion from Parent’s outside counsel as described below in this Section 9.3(d), an amount equal to the excess of the condition set forth in Termination Payment less the amount payable under clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)A) above.

Termination Fee. (ai) In the event that (A) Parent shall terminate this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g), or (B) then this Agreement shall be terminated (x) pursuant to Section 7.1(b) or (y) pursuant to Section 7.1(d)(i) and, in the case of clause (B)(x) or clause (B)(y), (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 Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall cash component must be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Dayat least $20 million) with any termination pursuant an aggregate value (such shares of Company Common Stock to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely be valued at $24.125 per share for all purposes of this Section 7.3(b7.3(b)(i), all references to 20% in ) of $50 million (the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) "TERMINATION FEE"). In the event that this Agreement is shall be terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition as set forth in clause “(c)(viiiA)” , the Termination Fee shall be payable in two installments of Annex A and (2) equal value, the condition set forth in clause “(c)(vii)” first of Annex A due to which shall be paid contemporaneously with the termination of this Agreement pursuant to Section 7.1(b7.1(g)); , and (B) the failure second of which shall be due and payable on the condition 30th day after such termination. In the event this Agreement shall be terminated as set forth in clause “(c)(viiB)” , the Termination Fee shall be payable in two installments of Annex A 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 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 Company Acquisition. If Company satisfies its obligation to pay the Termination Fee in part by delivering to Parent shares of Company Common Stock (the "TERMINATION FEE SHARES"), then Parent shall be entitled to registration rights with respect to such shares as described in the Option Agreement (treating the Termination Fee Shares for all purposes of Section 7 of the Option Agreement as if they were Option Shares (as defined in the Option Agreement)). (ii) The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(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 amounts set forth in this Section 7.3(b) at the prime rate of Citibank, N.A. in effect on the date such payment was required to be satisfied is 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 attributable or indirectly, of beneficial ownership or a right to a breach of: 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. (1v) 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. (ai) In the event that If Parent terminates this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(a)(iv) and Parent and Purchaser are not in material breach of this Agreement either at the time of such termination or by at the time of such Change in Recommendation, the Company shall within three (3) business days of such termination pay Parent a fee of $165 million in cash (the “Termination Fee”) and, upon the payment of the Termination Fee, the Company shall have no further liability with respect to this Agreement or the Transactions to Parent or Purchaser. (ii) If the Company terminates this Agreement pursuant to Section 7.1(g) then 8.1(a)(v), prior to or concurrent with, and as a condition to, the effectiveness of such termination, the Company shall pay to Parent the Company Termination Fee and, upon the payment of the Termination Fee. The , the Company Termination Fee payable pursuant shall have no further liability with respect to this Section 7.3(aAgreement or the Transactions to Parent or Purchaser. (iii) shall be paid no later than the second (2nd) Business Day following termination If Parent or Purchaser terminates this Agreement pursuant to Section 7.1(d) and concurrently (8.1(a)(ii), or if the Company Acquisition Company, Parent or Purchaser terminates this Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g8.1(a)(iii). (b) If (i) after the date of this Agreement but , and in either case, prior to the such termination of this Agreement in accordance with its terms, an Acquisition a Competing Proposal shall have had been publicly announced disclosed and not withdrawn, withdrawn and within six (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (96) months after of either such termination, termination the Company consummates an Acquisition a transaction with respect to a Competing Proposal or enters into an Acquisition Transaction agreement providing for a Competing Proposal that is subsequently consummated then concurrently with consummating such transaction consummated, the Company shall shall, prior to the effectiveness of such consummation, pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for Fee. (iv) For purposes of this Section 7.3(b8.2(b)(iii), all references 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 definition of “Acquisition TransactionCompeting Proposal” shall be deemed to be references a 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). (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (a) In the event that that: (i) this Agreement is terminated by the Company or Parent pursuant to Section 7.01(b)(i) or Section 7.01(b)(iii) or this Agreement is terminated by Parent pursuant to Section 7.1(d7.01(c)(i) or as a result of a knowing and intentional breach by the Company pursuant of Section 5.02; provided that, in each case, (A) a bona fide Takeover Proposal shall have been publicly made, proposed or communicated by a third party (or such Takeover Proposal has otherwise been made known to Section 7.1(g) then the Company Board and shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (ihave become publicly known) after the date of this Agreement but and such Takeover Proposal has not been unconditionally withdrawn prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, time this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iiiB) within nine (9) 12 months after such termination, the Company consummates an Acquisition any transaction included within the definition of Takeover Proposal or the Company enters into an Acquisition Transaction that a definitive agreement with respect to any transaction included within the definition of Takeover Proposal and such transaction is subsequently consummated then concurrently with consummating at any time, in each case, whether or not involving the same Takeover Proposal or the Person or group making the Company the Takeover Proposal referred to in clause (A); provided that, for purposes of clauses (B) of this Section 7.03(a)(i), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”; or (ii) this Agreement is terminated (A) by Parent pursuant to Section 7.01(c)(ii) or, if Parent would have been entitled to terminate this Agreement pursuant to Section 7.01(c)(ii) prior to or at the time the Company terminates this Agreement pursuant to Section 7.01(b)(i) or Section 7.01(b)(iii) or (B) by the Company pursuant to Section 7.01(d)(ii); then, in any such transaction event under clauses (i) or (ii) of this Section 7.03(a), the Company shall pay or cause to Parent be paid the applicable Company Termination Fee to Parent or its designee by wire transfer of same-day funds so long as Parent has provided the Company with wire instructions for such payment (x) in the case of Section 7.03(a)(ii)(A), within two Business Days after such termination, (y) in the case of Section 7.03(a)(ii)(B), simultaneously with (and as a condition to the effectiveness of) such termination or (z) in the case of Section 7.03(a)(i), concurrently with the consummation of the Takeover Proposal referred to therein; it being understood that in no event shall the Company be required to pay or cause to be paid the applicable Company Termination Fee on more than one occasion. As used herein, “Company Termination Fee” shall mean a cash amount equal to $40,000,000. (b) Each of the parties hereto acknowledges (i) that the agreements contained in this Section 7.03 are an integral part of the Transactions and (ii) that the Company Termination Fee is not a penalty, but a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which such payment is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and the expectation of the consummation of the Transactions and (iii) that without these agreements, the other parties hereto would not enter into this Agreement. Accordingly, if the Company fails to timely pay or cause to be paid any amount due pursuant to this Section 7.03, and, in order to obtain the payment, Parent commences an Action which results in a Judgment against the Company, for the payment set forth in this Section 7.03, the Company shall pay or cause to be paid Parent’s reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Action, together with interest on such amount at the prime rate as published in The Wall Street Journal in effect on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed payment was required to be references to 50%made through the date such payment was actually received. (c) In Except in the case of fraud or a knowing and intentional breach of this Agreement by the Company and subject in all respects to Parent’s injunction, specific performance and equitable relief rights and related rights set forth in Section 8.08 and the reimbursement obligations of the Company under Section 7.03(b), in the event that this Agreement the applicable Company Termination Fee is terminated by (i) paid to Parent in circumstances for which such fee is payable pursuant to Section 7.1(b) and: (A) at the time of such termination7.03(a), each payment of the Offer Conditions has been satisfied applicable Company Termination Fee shall be the sole and exclusive monetary damages remedy of Parent against the Company and its Subsidiaries and any of their respective former, current or waived future officers, directors, partners, stockholders, managers, members or Affiliates (other than (1collectively, “Company Related Parties”) the condition set forth in clause “(c)(viii)” for any loss suffered as a result of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A Transactions to be satisfied is not directly attributable to consummated or for a breach of: (1)or failure to perform hereunder or otherwise, and upon payment of such amount none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions. While each of the Company and Parent may pursue both a grant of specific performance in accordance with Section 8.08 and the payment of the Company Termination Fee under Section 7.03, under no circumstances shall Parent be permitted or entitled to receive both a grant of specific performance that results in a Merger Closing and any money damages, including all or any portion of the Company Termination Fee.

Termination Fee. (a) In the event that that: (i) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(d7.01(b)(i) (termination after the Outside Date), Section 7.01(b)(iii) (failure to receive the Company Stockholder Approval) or Section 7.01(c)(i) (breach of Company Representations or Covenants); provided that (A) at the time of termination (x) the Company shall not have been entitled to terminate this Agreement pursuant to Section 7.01(d)(iii) (termination due to financing failures) and (y) neither Parent nor Merger Sub is then in breach of its representations, warranties, covenants or agreements under this Agreement that would give rise to the failure of any condition set forth in Section 6.01 or Section 6.02 and none of Parent, Merger Sub or any Guarantor is then in material breach of its representations, warranties, covenants or agreements under any Commitment Letter or the Guarantee, (B) a bona fide Takeover Proposal shall have been (1) received by the Company or (2) publicly made, proposed or communicated by a third party after the date of this Agreement and, in the event of a termination pursuant to Section 7.01(b)(iii), not publicly withdrawn at least three Business Days prior to the Company Stockholders’ Meeting and (C) within 12 months of the date this Agreement is terminated, the Company (1) enters into a definitive agreement with respect to a Takeover Proposal and such Takeover Proposal is subsequently consummated (regardless of whether such consummation occurs within the 12-month period) or (2) consummates a Takeover Proposal; provided, that, for purposes of clauses (B) and (C) of this Section 7.03(a)(i), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”; or (ii) this Agreement is terminated (A) by Parent pursuant to Section 7.01(c)(ii) (Adverse Recommendation Change) or (B) by the Company pursuant to Section 7.1(g7.01(d)(ii) then (entry into a Company Acquisition Agreement); then, in any such event under clause (i) or (ii) of this Section 7.03(a), the Company shall pay or cause to Parent be paid the Company Termination Fee. The applicable Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently Parent (or if its designee listed on Section 7.03 of the Company Acquisition Agreement is executed on a day not a Business Day, the next Business DayDisclosure Letter) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on to an account designated by Parent in writing (x) in the date such transaction is consummated; provided that solely for purposes case of this Section 7.3(b7.03(a)(ii)(A), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of within two Business Days after such termination, each (y) in the case of Section 7.03(a)(ii)(B), simultaneously with such termination or (z) in the case of Section 7.03(a)(i), within two Business Days after the consummation of the Offer Conditions has been satisfied Takeover Proposal referred to therein; it being understood that in no event shall the Company be required to pay or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A cause to be satisfied is not directly attributable to a breach of: (1)paid the applicable Company Termination Fee on more than one occasion.

Termination Fee. (ai) In If this Agreement is terminated by the event that Company pursuant to Section 8.1(iii)(b), then the Company shall pay to Parent (or as directed by Parent), by wire transfer of same day funds, (x) $825,000 (the “Termination Fee”) plus (y) all of Parent’s actual and reasonably documented fees and expenses (including legal fees and expenses) incurred by Parent and its Affiliates in connection with the transactions contemplated by this Agreement (the “Parent Expenses”) concurrently with, and as a condition precedent to, termination of this Agreement pursuant to Section 8.1(iii)(b). (ii) If this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(ii)(a) (but only if Shareholder Approval is not obtained because of a breach of a Shareholders Agreement) or by the Company pursuant to Section 7.1(g) 8.1(iv)(b), then the Company shall pay to Parent (or as directed by Parent), by wire transfer of same day funds, (x) the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(aplus (y) shall be paid no later than the second (2nd) Parent Expenses within two Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months Days after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee in each case by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%funds. (ciii) In the event that If this Agreement is terminated by : (ia) Parent pursuant to Section 7.1(b) and: 8.1(iv)(a), (A) provided that the Shareholder Approval shall not have been obtained at the time Company Shareholder Meeting) or (b) the Company or Parent pursuant to (x) Section 8.1(ii)(b) (provided that Shareholder Approval shall not have been obtained at the Company Shareholders’ Meeting) or (y) Section 8.1(ii)(a) and (I) prior to such termination (in the case of termination pursuant to Section 8.1(ii)(b) or Section 8.1(iv)(a)) or the Company Shareholders’ Meeting (in the case of termination pursuant to Section 8.1(ii)(a)), a Takeover Proposal shall have been (1) publicly disclosed and not withdrawn (in the case of a termination pursuant to Section 8.1(ii)(a) or Section 8.1(ii)(b)) or (2) publicly disclosed or otherwise made or communicated to the Company or the Company Board, and not withdrawn (in the case of a termination pursuant to Section 8.1(iv)(a)), and (II) within 12 months following the date of such termination, each the Company shall have entered into a definitive agreement with respect to any Takeover Proposal, or any Takeover Proposal shall have been consummated, then in any such event the Company shall pay to Parent (by wire transfer of immediately available funds), concurrently with, and as a condition precedent to consummating such transaction, the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)Termination Fee plus Parent’s Expenses.

Termination Fee. (ai) In the event that If DGAC is not in material breach of its obligations under this Agreement and if (x) (A) this Agreement is terminated by Parent DGAC or the Company pursuant to Section 7.1(d9.1(b) (and, in the event such termination is pursuant to clause (i) of Section 9.1(b), the conditions set forth in Section 8.1(a), Section 8.1(b) and Section 8.2 were satisfied or waived on or prior to the date of such termination), (B) at or prior to the time of such termination a Takeover Proposal shall have been disclosed, announced, commenced, submitted or made and the same shall have been publicly announced, and (C) within twelve (12) months after such termination the Company enters into a definitive agreement providing for, or consummates, a Company Acquisition Transaction with any person other than DGAC or any affiliate of DGAC, (y) this Agreement is terminated by DGAC pursuant to Section 9.1(d), or (z) this Agreement is terminated by the Company pursuant to Section 9.1(g), then, in the case of each of (x), (y) and (z), the Company shall pay to DGAC, in cash at the applicable time specified in the next two sentences, a non-refundable fee in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Termination Fee") plus all Out-of-Pocket Expenses pursuant to Section 9.3(a), if any). In the case of termination of this Agreement pursuant to Section 9.1(b), the Termination Fee and Out-of-Pocket Expenses referred to in the previous sentence shall be paid by the Company upon the execution of such definitive agreement. In the case of termination of this Agreement by DGAC pursuant to Section 9.1(d), or by the Company pursuant to Section 7.1(g9.1(g), the Termination Fee and Out-of-Pocket Expenses referred to in the first sentence of this Section 9.3(b)(i) then shall be paid by the Company within two (2) business days after such termination. (ii) The Company acknowledges that the agreements contained in this Section 9.3(b) are an integral part of the transaction contemplated by this Agreement, and that, without these agreements, DGAC would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 9.3(b) and, in order to obtain such payment, DGAC makes a claim that results in a judgment against the Company for the amounts set forth in this Section 9.3(b), the Company shall pay to Parent DGAC its costs and expenses (including attorneys' fee and expenses) in connection with such suit, together with interest per annum on the Company Termination Fee. The Company Termination Fee payable pursuant to amounts set forth in this Section 7.3(a9.3(b) shall at the prime rate of Citibank, N.A. in effect from time to time from the date such payment was required to be paid no later than to the second (2nd) Business Day following termination pursuant to date it is paid. Payment of the fees and expenses described in this Section 7.1(d) and concurrently (or if 9.3 shall not be in lieu of damages incurred in the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)event of willful breach of this Agreement. (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of Company terminates this Agreement pursuant to Section 7.1(b9.1(f) or if DGAC terminates this Agreement for any reason not otherwise enumerated in this Article IX, DGAC shall make a nonrefundable cash payment to the Company, in an amount equal to all reasonable actual documented fees and expenses (including all attorneys' fees, accountants' fees (if any)); , Special Committee directors' fees, financial advisory fees (if any) and (Bfiling fees) the failure that have been paid or that have become due and payable or incurred obligations by or on behalf of the condition set forth Company in clause “connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger; provided, however, that such nonrefundable cash payment shall not exceed Two Hundred Thousand Dollars (c)(vii$200,000)” . Notwithstanding anything to the contrary herein, the nonrefundable cash payment referred to in the immediately preceding sentence shall be credited against any amount of Annex A damages awarded to the Company as a result of such termination and any damages awarded to the Company as a result of such termination shall be satisfied credited against any subsequent payment pursuant to this subsection, to the extent DGAC is not directly attributable also obligated hereunder to a breach of: (1)pay such amount.

Termination Fee. (ai) In the event that (A) Parent shall terminate this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g), or (B) then this Agreement shall be terminated (x) pursuant to Section 7.1(b) or (y) pursuant to Section 7.1(d)(i) and, in the case of clause (B)(x) or clause (B)(y), (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 Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall cash component must be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Dayat least $20 million) with any termination pursuant an aggregate value (such shares of Company Common Stock to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely be valued at $24.125 per share for all purposes of this Section 7.3(b7.3(b)(i), all references to 20% in ) of $50 million (the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) "TERMINATION FEE"). In the event that this Agreement is shall be terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition as set forth in clause “(c)(viiiA)” , the Termination Fee shall be payable in two installments of Annex A and (2) equal value, the condition set forth in clause “(c)(vii)” first of Annex A due to which shall be paid contemporaneously with the termination of this Agreement pursuant to Section 7.1(b7.1(g)); , and (B) the failure second of which shall be due and payable on the condition 30th day after such termination. In the event this Agreement shall be terminated as set forth in clause “(c)(viiB)” , the Termination Fee shall be payable in two installments of Annex A 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 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 Company Acquisition. If Company satisfies its obligation to pay the Termination Fee in part by delivering to Parent shares of Company Common Stock (the "TERMINATION FEE SHARES"), then Parent shall be entitled to registration rights with respect to such shares as described in the Option Agreement (treating the Termination Fee Shares for all purposes of Section 7 of the Option Agreement as if they were Option Shares (as defined in the Option Agreement)). (ii) The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(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 amounts set forth in this Section 7.3(b) at the prime rate of Citibank, N.A. in effect on the date such payment was required to be satisfied is 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 attributable or indirectly, of beneficial ownership or a right to a breach of: 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. (1v) 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 Subject to Section 6.3(c), if this Agreement is terminated (i) by Parent Sprint pursuant to Section 7.1(d6.1(c)(iii) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent Sprint or the Company pursuant to Section 7.1(b6.1(b)(i) and (iii) within nine (9) months after and, at the time of such termination, the Company consummates an Acquisition Proposal condition set forth in Section 5.3(e) shall not have been satisfied and the conditions set forth in Sections 5.3(a) and 5.3(b) shall have been satisfied or enters into an Acquisition Transaction that is subsequently consummated reasonably capable of being satisfied (each termination described in clause (i) or clause (ii), a “Fee Entitlement Termination”), then concurrently with consummating such transaction Sprint and the Company agree that Sprint shall pay the Company a termination fee of $120,000,000 (the “Sprint Termination Fee”), which shall be satisfied in full by the cancellation (on the 6th Business Day after termination, so long as no Fee Waiver (as defined below) has been delivered) of $120,000,000 aggregate principal amount of Notes issued by the Company (or the applicable Company Subsidiaries) pursuant to Section 13.01(b) of the indenture related to the Notes. (b) Subject to Section 6.3(c),in the event that (i) the Company has received the Sprint Termination Fee pursuant to the terms of Section 6.3(a) (and no Fee Waiver (as defined below) has been delivered) and (ii) Clearwire Communications completes construction of at least 5,000 Hotspot Sites that are On Air by January 15, 2014, in accordance with Section 8.10 of that certain 4G MVNO Agreement, dated November 28, 2008, among Sprint, Clearwire Communications and certain other parties thereto, as amended (the “4G MVNO Agreement”), then Sprint shall pay to Parent Clearwire Communications a Wireless Broadband Services Prepayment in the Company Termination Fee by wire transfer amount of same-day funds $100,000,000 (the “4G MVNO Prepayment”) on the date when such transaction is consummated; 5,000 Hotspot Sites are On Air (provided that solely for purposes of if this Agreement has not been terminated by such date, any payment required to be paid pursuant to this Section 7.3(b6.3(b) will be made 6 Business Days after the date the Company becomes entitled to receive the Sprint Termination Fee pursuant to the terms of Section 6.3(a)), to be credited against Sprint’s use of LTE Services under the 4G MVNO Agreement, which payment shall be (x) in addition to any Wireless Broadband Services Prepayment that Clearwire Communications may otherwise receive pursuant to Section 8.10 of the 4G MVNO Agreement, and (y) otherwise subject to all references of the terms and conditions of the 4G MVNO Agreement regarding Wireless Broadband Services Prepayments, except the 4G MNVO Prepayment will not be subject to 20% the repayment obligations contained in Section 8.10(e) of the 4G MVNO Agreement. Capitalized terms used in this Section 6.3(b) which are not otherwise defined in this Agreement shall have the meaning given to such terms in the definition of “Acquisition Transaction” shall be deemed to be references to 50%4G MVNO Agreement. (c) In the event that this Agreement is terminated by a Fee Entitlement Termination occurs, the Company shall have the option to (i) Parent pursuant reject and irrevocably waive (a “Fee Waiver”) in writing its entitlement under Section 6.3(a) and Section 6.3(b) to Section 7.1(breceive the Sprint Termination Fee and the 4G MVNO Prepayment, respectively, within five (5) and: (A) at Business Days of the time date of such termination, each in which case clause (ii) of this Section 6.3(c) shall not apply to such termination and the Offer Conditions proviso in Section 6.2(a) shall remain effective as to all Parties, or (ii) (if the Fee Waiver has not been satisfied delivered) receive the Sprint Termination Fee pursuant to Section 6.3(a) and (if applicable) the 4G MVNO Prepayment pursuant to Section 6.3(b), in which case such payment or waived right to receive such payment or payments (in the manner set forth in Section 6.3(a) and (if applicable) Section 6.3(b)) shall be the sole and exclusive remedy (other than (1with respect to any liability or obligation resulting from any fraud prior to termination) against Sprint, Acquisition Corp. or any other Subsidiary of Sprint or its or their Affiliates for any and all losses or damages suffered by the condition set forth Company or its Affiliates in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination connection with, or as a result of this Agreement, the transactions contemplated by this Agreement pursuant to Section 7.1(b)); and (B) or the failure of the condition set forth in clause “(c)(vii)” of Annex A transactions contemplated by this Agreement to be satisfied consummated, and the right to receive such fees shall be deemed to be liquidated damages (and not a penalty) for any and all losses or damages suffered or incurred by the Company, each of its Affiliates and any other Person in connection with this Agreement (and the termination hereof) and the transactions contemplated by this Agreement (and the abandonment or termination thereof) or any matter forming the basis for such termination, and none of the Company, any Affiliate of the Company or any other Person shall be entitled to bring or maintain any legal proceeding against Sprint or its Affiliates arising out of or in connection with this Agreement or the transactions contemplated by this Agreement (or the abandonment or termination thereof). If the Fee Waiver is given, the terms or amounts of the Sprint Termination Fee and the 4G MVNO Prepayment shall not directly attributable be asserted by the Company as indicative qualifications or evidence of any damages, loss or liability to a breach of: the Company. (1)d) Each of the Parties acknowledges that the agreements contained in Section 6.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other Parties would not enter into this Agreement.

Termination Fee. (a) In Except as otherwise set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement, the event that Mergers and the other transactions contemplated by this Agreement is terminated shall be paid by the party incurring such fees or expenses, whether or not the Mergers are consummated. Notwithstanding the foregoing, (i) Parent and the Company each shall pay 50% of all filing fees payable pursuant to Section 7.1(dthe HSR Act or any additional Antitrust Laws, (ii) or by Parent shall pay the Company pursuant to Section 7.1(gSEC filing fees associated with the S-4 Registration Statement and (iii) then the Company shall pay to Parent all costs and expenses incurred in connection with the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than printing and mailing of the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)Proxy Statement/Prospectus. (b) If In the event that: (i) after the date of this Agreement but prior is terminated pursuant to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, Section 8.1(c); (ii) thereafter, this Agreement is terminated pursuant to Section 8.1(f); or (iii) (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.1(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 (iiiC) within nine (9) months after such termination, the Company or any Subsidiary of the Company consummates an Acquisition Proposal within twelve (12) months after such termination or the Company or any Subsidiary of the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Transaction that is subsequently consummated Proposal (provided that, for purposes of this Section 8.3(b)(iii), all percentages in the definition of Acquisition Proposal shall be replaced with 50%), then concurrently with consummating such transaction the Company shall pay to Parent a fee in an amount equal to $10,000,0000 (the Company “Termination Fee Fee”) by wire transfer of same-day funds on immediately available federal funds, free of costs and charges, to an account designated in writing by Parent (x) in the date case of Section 8.3(b)(i), within two (2) business days after such transaction is consummated; provided that solely for purposes termination, (y) in the case of Section 8.3(b)(ii), concurrently with termination of this Agreement, and (z) in the case of Section 7.3(b8.3(b)(iii), all references upon the earlier of the entry into a definitive agreement with respect to 20% in an Acquisition Proposal or the definition consummation of “an Acquisition Transaction” Proposal. For the avoidance of doubt, any payment made by the Company under this Section 8.3(b) shall be deemed payable only once with respect to this Section 8.3(b) and not in duplication even though such payment may be references to 50%payable under one or more provisions hereof. (c) In The Company acknowledges and agrees that the event that agreements contained in this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each 8.3 are an integral part of the Offer Conditions has been satisfied or waived transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and Merger LLC would not enter into this Agreement. If the Company shall fail to pay the Termination Fee when due, such fee shall also be deemed to include the costs and expenses incurred by Parent, Merger Sub and Merger LLC (other than (1including fees and expenses of counsel) in connection with the condition set forth in clause “(c)(viii)” collection under and enforcement of Annex A and (2) this Section 8.3, together with interest on such unpaid fee, commencing on the condition set forth in clause “(c)(vii)” of Annex A due date that such fee became due, at a rate equal to the termination rate of this Agreement pursuant to Section 7.1(b)); and (B) interest published in the failure “Money Rates” section of The Wall Street Journal in effect on the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)date such fee became due.

Termination Fee. (a) In If, but only if, the event that this Agreement is terminated terminated: (i) by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 7.1(d8.1(d)(i) and (A) in the case of a termination pursuant to Section 8.1(b)(i), the Parent Stockholder Approval shall have been obtained and the Company Stockholder Approval shall not have been obtained prior to such termination, and (B) the Company (x) receives or has received a Company Acquisition Proposal after the date of this Agreement, which proposal has been publicly announced and (y) within twelve (12) months of the termination of this Agreement, consummates a transaction regarding, or executes a definitive agreement which is later consummated with respect to, a Company Acquisition Proposal, then the Company shall pay, or cause to be paid, to Parent a fee equal to $175,000,000 (the “Termination Fee”) plus, if not previously paid pursuant to the proviso below, the Expense Amount, by wire transfer of same day funds to an account designated by Parent, not later than the consummation of such transaction arising from such Company Acquisition Proposal; provided, however, that for purposes of this Section 8.3(a)(i), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; and provided, further, that in the event that the Agreement is terminated by either the Company or Parent pursuant to Section 8.1(b)(iii), the Company shall pay, or cause to be paid, to Parent the Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination rather than when the Termination Fee becomes payable to Parent (if ever); or (ii) by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iv) or by the Company pursuant to Section 7.1(g8.1(c) and (A) in the case of a termination pursuant to Section 8.1(b)(i), the Company Stockholder Approval shall have been obtained and the Parent Stockholder Approval shall not have been obtained prior to such termination, and (B) Parent (x) receives or has received a bona fide Parent Acquisition Proposal, which proposal has been publicly announced and (y) within twelve (12) months of the termination of this Agreement, consummates a transaction regarding, or executes a definitive agreement which is later consummated with respect to, a Parent Acquisition Proposal, then Parent shall pay, or cause to be paid, to the Company the Termination Fee plus, if not previously paid pursuant to the proviso below, the Expense Amount, by wire transfer of same day funds to an account designated by the Company, not later than the consummation of such transaction arising from such Parent Acquisition Proposal; provided, however, that in the event that the Agreement is terminated by either the Company or Parent pursuant to Section 8.1(b)(iv), Parent shall pay, or cause to be paid, to the Company the Expense Amount (by wire transfer to an account designated by the Company) within two (2) Business Days of such termination rather than when the Termination Fee becomes payable to the Company (if ever); or (iii) by Parent pursuant to Section 8.1(d)(ii), then the Company shall pay pay, or cause to be paid, to Parent the Company Termination Fee. The Company Termination Fee payable pursuant together with the Expense Amount, by wire transfer of same day funds to this Section 7.3(a) shall be paid no later than the second an account designated by Parent, within two (2nd2) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)Days of such termination. (b) If Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) under no circumstances shall the Company or Parent be required to pay the Termination Fee earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the party entitled to payment; and (ii) under no circumstances shall the Company or Parent be required to pay the Termination Fee on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company or Parent, as the case may be, in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, either the Company or Parent, as the case may be, commences a suit that results in a judgment against the other party for the payment of any amount set forth in this Section 8.3, such paying party shall pay the other party its costs and Expenses in connection with such suit, together with interest on such amount at the annual rate of ten percent (10%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. (i) If one party to this Agreement (the “Termination Fee Payor”) is required to pay another party to this Agreement (the “Termination Fee Payee”) a Termination Payment, such Termination Payment shall be paid into escrow on the date such payment is required to be paid by the Termination Fee Payor pursuant to this Agreement by wire transfer of immediately available funds to an escrow account designated in accordance with this Section 8.3(d). In the event that the Termination Fee Payor is obligated to pay the Termination Fee Payee the Termination Payment, the amount payable to the Termination Fee Payee in any tax year of the Termination Fee Payee shall not exceed the lesser of (i) the Termination Payment of the Termination Fee Payee, and (ii) the sum of (A) the maximum amount that can be paid to the Termination Fee Payee without causing the Termination Fee Payee to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”), as determined by the Termination Fee Payee’s independent accountants, plus (B) in the event the Termination Fee Payee receives either (x) a letter from the Termination Fee Payee’s counsel indicating that the Termination Fee Payee has received a ruling from the IRS as described below in this Section 8.3(d) or (y) an opinion from the Termination Fee Payee’s outside counsel as described below in this Section 8.3(d), an amount equal to the excess of the Termination Payment less the amount payable under clause (A) above. (ii) To secure the Termination Fee Payor’s obligation to pay these amounts, the Termination Fee Payor shall deposit into escrow an amount in cash equal to the Termination Payment with an escrow agent selected by the Termination Fee Payor on such terms (subject to this Section 8.3(d)) as shall be mutually agreed upon by the Termination Fee Payor, the Termination Fee Payee and the escrow agent. The payment or deposit into escrow of the Termination Payment pursuant to this Section 8.3(d) shall be made at the time the Termination Fee Payor is obligated to pay the Termination Fee Payee such amount pursuant to Section 8.3 by wire transfer. The escrow agreement shall provide that the Termination Payment in escrow or any portion thereof shall not be released to the Termination Fee Payee unless the escrow agent receives any one or combination of the following: (i) a letter from the Termination Fee Payee’s independent accountants indicating the maximum amount that can be paid by the escrow agent to the Termination Fee Payee without causing the Termination Fee Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income, in which case the escrow agent shall release such amount to the Termination Fee Payee, or (ii) a letter from the Termination Fee Payee’s counsel indicating that (A) the Termination Fee Payee received a ruling from the IRS holding that the receipt by the Termination Fee Payee of the Termination Payment would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code or (B) the Termination Fee Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Termination Fee Payee of the Termination Payment would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in which case the escrow agent shall release the remainder of the Termination Payment to the Termination Fee Payee. The Termination Fee Payor agrees to amend this Section 8.3(d) at the reasonable request of the Termination Fee Payee in order to (i) maximize the portion of the Termination Payment that may be distributed to the Termination Fee Payee hereunder without causing the Termination Fee Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (ii) improve the Termination Fee Payee’s chances of securing a favorable ruling described in this Section 8.3(d) or (iii) assist the Termination Fee Payee in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.3(d). Any amount of the Termination Payment that remains unpaid as of the end of a taxable year shall be paid as soon as possible during the following taxable year, subject to the foregoing limitations of this Section 8.3(d), provided that the obligation of the Termination Fee Payor to pay the unpaid portion of the Termination Payment shall terminate on the December 31 following the date which is four years from the date of this Agreement but prior to the termination Agreement. (e) For purposes of this Agreement in accordance with its terms, an Agreement: “Parent Acquisition Proposal” shall have the same meaning as “Company Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or with the word “Parent” replacing the words “the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, and/or any of the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction Subsidiaries” mutatis mutandis; provided, however, that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(bthe definition of Parent Acquisition Proposal, (i) the reference to “twenty percent (20%), all references to 20% ” in the definition of “Company Acquisition Transaction” Proposal shall be deemed to be references reference to “fifty percent (50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2ii) transactions in which Parent is the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to acquiring party shall not be satisfied is not directly attributable to a breach of: (1)included.

Termination Fee. (ai) In the event that (1) Parent shall terminate this Agreement is terminated by Parent pursuant to Section 7.1(d8.1.G. or (2) or by the Company this Agreement shall be terminated (x) pursuant to Section 7.1(g8.1.B. or (y) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d8.1.D. and, in the case of either (x) and concurrently or (y), (a) at or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its termssuch termination, there shall exist or have been proposed an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iiib) 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 consummates Acquisition, Company shall pay to Parent an amount in cash equal to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the "Termination Fee"). (ii) In the event that Parent shall terminate this Agreement pursuant to Section 8.1.F., then Company shall promptly reimburse Parent for Parent's costs and expenses in connection with this Agreement and the transactions contemplated hereby ("Parent's Expenses"), and if, within nine (9) months of such termination of this Agreement, Company shall enter into a definitive agreement with respect to any Company Acquisition Proposal or enters into an any Company Acquisition Transaction that is subsequently consummated involving Company shall be consummated, then concurrently with consummating the execution of a definitive agreement with respect to, or the consummation of, as applicable, such transaction Company Acquisition, then 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 Company pursuant hereto. (iii) The Company acknowledges that the agreements contained in this Section 8.3.B. are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 8.3.B. and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 8.3.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 Company Termination Fee amounts set forth in this Section 8.3.B. at the prime rate of interest as reported by wire transfer of same-day funds SunTrust Bank, N.A. in effect on the date such transaction is consummated; provided that solely for 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 Section 7.3(b)Agreement, all references to 20% in "Company Acquisition" shall mean any of the definition of “Acquisition Transaction” shall be deemed to be references to 50%. following transactions (c) In other than the event that transactions contemplated by this Agreement is terminated by Agreement): (i) Parent a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to Section 7.1(bwhich the shareholders of the Company immediately preceding such transaction hold less than fifty percent (50%) and: (A) at of the time aggregate equity interests in the surviving or resulting entity of such termination, each transaction; (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the Offer Conditions has been satisfied aggregate fair market value of the Company's business immediately prior to such sale or waived (other than (1iii) the condition set forth 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 clause “excess of fifty percent (c)(viii)” of Annex A and (250%) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” voting power of Annex A to be satisfied is not directly attributable to a breach of: (1)the then outstanding shares of capital stock of the Company.

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 Parent or the Company pursuant to Section 7.01(b)(i) or Section 7.01(b)(iii) or by Parent pursuant to Section 7.01(c)(i), and (iii) within 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 a fee equal to $7,620,455 (the “Termination Fee”) by wire transfer of same-day funds on the second business day following the consummation of such transaction. (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) 7.01(c)(iii), then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior fee equal to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date second business day following such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%termination. (c) In the event that this Agreement is terminated byby the Company pursuant to Section 7.01(d)(ii), then the Company shall pay Parent the Termination Fee by wire transfer of same-day funds on the second business day following such termination. (d) 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 7.1(b7.01(c)(ii), and (ii) and: within six (A6) at the time of months after such termination, each 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 parties acknowledge and agree that the provisions for payment of the Offer Conditions has been satisfied Termination Fee are an integral part of the transactions contemplated by this Agreement and are included herein in order to induce Parent 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. If the Company fails to pay the Termination Fee and Parent or waived Merger Sub commences a suit which results in a final, non-appealable judgment against the Company for the Termination Fee, or any portion thereof, then the Company shall pay Parent and Merger Sub their costs and expenses (other than including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest on the Termination Fee at the prime rate (1as published in The Wall Street Journal) in effect on the condition set forth date such payment was required to be made through the date of payment; provided that if the court in clause “(c)(viii)” of Annex A and (2) the condition set forth such suit determines in clause “(c)(vii)” of Annex A due a final, non-appealable judgment that Parent or Merger Sub is not entitled to the termination of this Agreement pursuant 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 Section 7.1(b)); and (B) pay the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)applicable Termination Fee on more than one occasion.

Termination Fee. (a) In the event that If Purchaser terminates this Agreement is terminated by Parent pursuant to Section 7.1(d9.1(e) or by the Company Seller terminates this Agreement pursuant to Section 7.1(g) 9.1(h), then the Company Seller shall pay to Parent Purchaser, by wire transfer of immediately available funds to an account designated in writing by Purchaser, a fee of $875,000 (the Company “Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a”) shall be paid no later than (i) in the second (2nd) Business Day following case of a termination pursuant to Section 7.1(d9.1(e), within two (2) Business Days after the date of such termination and concurrently (or if ii) in the Company Acquisition Agreement is executed on case of a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g9.1(h), concurrently with such termination. (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its termsAgreement, an Acquisition Proposal shall have been is made, proposed or communicated to the Seller Board or becomes publicly announced and not withdrawn, known; (ii) thereafter, thereafter this Agreement is terminated by Parent either Seller or the Company Purchaser pursuant to Sections 9.1(b) or 9.1(d), or by Purchaser pursuant to Section 7.1(b) 9.1(g); and (iii) within nine twelve (912) months after such termination, termination (A) any transaction included within the Company consummates definition of an Acquisition Proposal is consummated or (B) Seller enters into an a definitive agreement providing for the consummation of any transaction within the definition of Acquisition Transaction that is subsequently consummated Proposal, then concurrently with consummating such transaction the Company Seller shall pay to Parent the Company Termination Fee Purchaser, by wire transfer of same-day immediately available funds on to 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 that, solely for purposes of this Section 7.3(b9.2(b), the term “Acquisition Proposal” shall have the meaning ascribed thereto in this Agreement, except that all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references changed to 50%. (c) In 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 9.2 are an integral part of this Agreement, and that the Termination Fee is not a penalty, but 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 is terminated by (i) Parent and in reliance on this Agreement and on the expectation of the consummation of the Contemplated Transactions, each of which amounts would otherwise be impossible to calculate with precision. In addition, if Seller fails to pay in a timely manner any amount due pursuant to Section 7.1(b9.2(a) and: or Section 9.2(b), as applicable, then Seller shall reimburse Purchaser for all reasonable costs and expenses (Aincluding disbursements and fees of counsel) at incurred in the time collection of such terminationoverdue amount, each of the Offer Conditions has been satisfied including in connection with any related actions, litigation, or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)proceeding commenced.

Termination Fee. (a) In the event that of termination of this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then 7.1(h), the Company shall pay make payment to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following Purchaser of a termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)fee of $3,167,500. (b) If (i) after In the date event of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company Purchaser pursuant to Section 7.1(b) and (iii) within nine (9) months after 7.1(f), so long as at the time of such terminationtermination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay make payment to Parent the Company Termination Fee by wire transfer Purchaser of same-day funds on the date such transaction is consummated; provided that solely for purposes a termination fee of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%$3,167,500. (c) In the event that If (i) this Agreement is terminated by (iA) Parent by either party pursuant to Section 7.1(b7.1(b)(i) and: or (AB) by Purchaser pursuant to Section 7.1(e) if the breach giving rise to such termination was knowing or intentional, and (ii) at the time of such terminationtermination Purchaser is not in material breach of any representation, each 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 Offer Conditions date of termination (in the case of termination pursuant to Section 7.1(e)), an Acquisition Proposal has been satisfied publicly announced, disclosed or waived communicated and (other than iv) within twelve (112) months of such termination the condition Company shall consummate or enter into any agreement with respect to the Acquisition Proposal set forth in clause “(c)(viiiiii) of this Section 7.2(c)” , then the Company shall make payment to Purchaser of Annex A and 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 immediately available funds at the time of termination. Any fee payable pursuant to Section 7.2(c) shall be made by wire transfer of immediately available funds within two (2) Business Days after notice of demand for payment. The Company and Purchaser acknowledge that the condition set forth agreements contained in clause “this Section 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Purchaser would not enter into this Agreement. The amount payable by the Company pursuant to Sections 7.2(a), (c)(vii)” b) or (c) constitutes liquidated damages and not a penalty and shall be the sole remedy of Annex A due to Purchaser in the event of termination of this Agreement pursuant to Section 7.1(b)); and (B) or on the failure of the condition set forth bases specified in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)such sections.

Termination Fee. (a) In the event that If: (i) this Agreement is validly terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(b7.01(b) or Section 7.01(c) or by Parent pursuant to Section 7.01(g); (ii) neither Parent not Merger Sub shall have materially breached any of its representations, warranties or covenants contained in this Agreement; and (iii) at or before the time of any such termination of this Agreement an Acquisition Proposal shall have been made (and such Acquisition Proposal shall not have been withdrawn before the time of the termination of this Agreement) and within nine twelve (912) months after such terminationthe date of termination of this Agreement, the Company or any Company Subsidiary consummates an Acquisition Proposal Transaction or enters into a Contract to consummate an Acquisition Transaction that is subsequently consummated, then, within two (2) Business Days after such Acquisition Transaction is consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummatedto Parent; provided provided, however, that solely for purposes of this Section 7.3(b7.03(a), all references to 20% in the definition of term “Acquisition Transaction” shall have the meaning set forth in the definition of Acquisition Transaction contained in Article I, but if any such Acquisition Transaction is for less than 50% of the assets, voting securities or equity interests of the Company, as the case may be, then notwithstanding anything to the contrary contained herein, the Termination Fee shall be deemed $362,500. (b) If this Agreement is validly terminated by the Company pursuant to be references Section 7.01(i) (and such termination is not nullified pursuant to 50%Section 7.01(i)) or by Parent pursuant to Section 7.01(e), then, within two (2) Business Days after such termination, the Company shall pay the Termination Fee to Parent. (c) In the event that If this Agreement is validly terminated by (i) Parent by the Company pursuant to Section 7.1(b7.01(f), before (or contemporaneously with) and: (A) at and as a condition to the time effectiveness of such termination, each the Company shall pay the Termination Fee to Parent. (d) Each of the Offer Conditions parties hereto acknowledges that the agreements contained in this Section 7.03 are an integral part of the transactions contemplated by this Agreement and that the Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. (e) In circumstances under which the Termination Fee is payable and has been satisfied paid, Parent and Merger Sub agree that (i) to the extent they have incurred losses or waived (damages in connection with this Agreement other than (1) as a result of fraud or intentional misconduct, their sole and exclusive remedy against the condition set forth Company and any of its directors, officers, Affiliates or Representatives for any breach, loss or damage shall be to receive payment of the Termination Fee to the extent provided in clause “(c)(viii)” of Annex A Section 7.03 and (2ii) upon payment in full of such amounts, (x) neither Parent nor Merger Sub shall have any other rights or claims or seek damages against the condition set forth Company or any of its directors, officers, Affiliates or Representatives under this Agreement or otherwise, whether at law or equity, in clause “contract, in tort or otherwise, and (c)(vii)” y) neither the Company nor any of Annex A due its directors, officers, Affiliates or Representatives shall have any further liability or obligations relating to the termination or arising out of this Agreement pursuant to Section 7.1(b)); and (B) or the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)Transactions.

Termination Fee. Notwithstanding any provision in this Agreement to the contrary: (a) In If (i) prior to the event that termination of this Agreement, any Alternative Proposal (substituting 80% for the 25% threshold set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to, and not withdrawn at or prior to, the Cut-Off Date, (ii) this Agreement is terminated by Parent pursuant to Section 7.1(d) and (iii) concurrently with or by within twelve (12) months after such termination, any definitive agreement providing for such Qualifying Transaction will have been entered into with the Company pursuant to Section 7.1(g) Person or group of Persons who proposed such Qualifying Transaction that was existing at the Cut-Off Date, or any Affiliate thereof, and in any instance such Qualifying Transaction shall have been consummated, then the Company shall will pay to Parent a fee of $62,804,683 (the Company “Termination Fee. The Company Termination Fee ”) less the amount of Parent Expenses payable pursuant to this Section 7.3(a) shall be paid no later than 7.2, if any, in cash, substantially concurrently with the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)consummation of such Qualifying Transaction. (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b7.1(g) and (iiiii) concurrently with or within nine twelve (912) months after such termination, any definitive agreement providing for the Company consummates an Acquisition consummation of a Qualifying Transaction will have been entered into with the Person or group of Persons who made the Superior Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) was existing at the time of such termination, or any Affiliate thereof, and in any instance such Qualifying Transaction shall have been consummated, then the Company will pay to Parent a fee of: (i) $35,888,391 (less the amount of Parent Expenses, if any, paid pursuant to this Section 7.2) if such termination results from the Company’s consummation of a Qualifying Transaction that was in response to an Alternative Proposal first received by the Company during the Go-Shop Period or was otherwise consummated with an Excluded Party; and (ii) $62,804,683 (less the amount of Parent Expenses, if any, paid pursuant to this Section 7.2) if such termination results from the Company’s consummation of a Qualifying Transaction that was in response to an Alternative Proposal not received by the Company during the Go-Shop Period and that was not otherwise consummated with an Excluded Party (the amount set forth in clauses (i) or (ii) above, as applicable, the “Change of Recommendation Termination Fee”). If this Agreement is terminated pursuant to Section 7.1(d) or a Termination Fee is otherwise payable, the Company will pay within five (5) Business Days following termination as directed by Parent up to $6,000,000 in reasonable and documented out-of-pocket fees and expenses incurred by Parent and Merger Sub and their respective Affiliates and Representatives related to the transactions contemplated by this Agreement (the “Parent Expenses”). (c) In consideration of the payment by the Company of the Termination Fee, the Change of Recommendation Termination Fee or the Parent Expenses, if and solely to the extent permitted by this Section 7.2, Parent and Merger Sub unconditionally and irrevocably agree to (and will cause their respective Affiliates and each of the Offer Conditions has been satisfied foregoing’s respective Representatives to) not exercise, and waive, any and all claims and rights it or waived (other than (1) they may have against the condition set forth in clause “(c)(viii)” of Annex A Company and (2) the condition set forth in clause “(c)(vii)” of Annex A due its direct and indirect stockholders relating to the termination or arising out of this Agreement pursuant or the transactions contemplated hereby (and the Company’s Subsidiaries and its and their respective directors, officers, employees, stockholders and Representatives) will have no further liability to Parent or Merger Sub under this Agreement or with respect to transactions contemplated by this Agreement to Parent or its stockholders or Merger Sub, with such payment to be made substantially concurrently with the consummation of such Qualifying Transaction. Any such payment will be net of any amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax Law. (d) Notwithstanding any provision of this Agreement to the contrary, (i) the right of specific performance, if and solely to the extent permitted by Section 7.1(b)); 8.6, or (ii) the ability of Parent to receive the Termination Fee or the Change of Recommendation Termination Fee or the Parent Expenses from the Company, if and solely to the extent permitted by this Section 7.2, will be the sole and exclusive remedies (whether at Law, in equity, in contract, in tort or otherwise) of Parent and Merger Sub and any other Person against the Company (or the Company’s Affiliates or its and their respective directors, officers, employees, stockholders and Representatives) for any breach, liability, cost, expense, loss or damage suffered as a result thereof or in connection with or related to this Agreement or the transactions contemplated hereby, and, in the event the Termination Fee or the Change of Recommendation Termination Fee or the Parent Expenses are due and payable, if and solely to the extent permitted by this Section 7.2, upon payment thereof, the Company (and the Company’s Affiliates and its and their respective directors, officers, employees, stockholders and Representatives) will have no further liability or obligation to Parent, Merger Sub, their respective Affiliates or any of the foregoing’s respective directors, officers, employees, stockholders or Representatives. Notwithstanding any provision of this Agreement to the contrary, under no circumstances will Parent or Merger Sub together be permitted or entitled to receive (A) both a grant of specific performance, on the one hand, and the Termination Fee or the Change of Recommendation Termination Fee or the Parent Expenses, on the other hand, (B) the failure Change of Recommendation Termination Fee and the condition set forth Termination Fee or (C) more than one Change of Recommendation Termination Fee or more than one Termination Fee. The Parties acknowledge and agree that in clause “no event will Parent or Merger Sub seek to recover any money damages other than the Termination Fee or the Change of Recommendation Termination Fee or the Parent Expenses (c)(vii)” and such Change of Annex A Recommendation Termination Fee, Termination Fee or Parent Expenses will be payable if and solely to the extent it is required to be satisfied is not directly attributable to a breach of: (1paid under this Section 7.2).

Termination Fee. (a) In the event that If this Agreement is shall be terminated by Parent pursuant to (i) Section 7.1(d8.1(b)(i)(A), 8.1(b)(ii) or by (provided that, in the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following case of a termination pursuant to Section 7.1(d8.1(b)(ii), as of the Termination Date, the conditions set forth in Sections 7.1 and 7.3 have been waived in writing by the Company or satisfied, other than those conditions which by their nature are to be satisfied on the Closing Date) or 8.1(d)(iii) and concurrently (or if A) prior to the Company Acquisition Agreement is executed on Stockholder Meeting a day bona fide Takeover Proposal shall have been (1) publicly announced and not withdrawn (excluding, any withdrawals that are not publicly communicated at least five (5) Business Days prior to the date of the Company Stockholder Meeting), in the case of a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g8.1(b)(i)(A). , or (b2) If (i) after the date of this Agreement but prior publicly announced or otherwise communicated to the termination Board of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced Directors of the Company and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or in the Company case of a termination pursuant to Section 7.1(b8.1(b)(ii) or 8.1(d)(iii), and (iiiB) within nine (9) months after such terminationof the termination of this Agreement, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such a definitive agreement providing for a transaction of the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% type described in the definition of “Acquisition TransactionTakeover Proposal” or such transaction is consummated (it being understood that for all purposes of this clause “(a),” all references in the definition of Takeover Proposal to twenty percent (20%) shall be deemed to be references to fifty percent (50%. ) instead), or (cii) In Section 8.1(d)(ii); provided that there did not exist any event or events that has had or would reasonably be expected to have a Parent Material Adverse Effect, either at the event that this Agreement is terminated by time of the action (ior failure to act) Parent giving rise to Parent’s termination right pursuant to Section 7.1(b8.1(d)(ii) and: (A) or at the time of such termination, each then the Company shall (A) in the case of the Offer Conditions has been satisfied or waived termination pursuant to clause (other than i) of this Section 8.4(a), within one (1) Business Day following the condition set forth earlier to occur of the execution of such definitive agreement and consummation of such transaction or (B) in the case of termination pursuant to clause “(c)(viii)” of Annex A and (2ii) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Section 8.4(a), within one (1) Business Day of such termination, pay Parent a non-refundable fee in an amount equal to Eighteen Million Dollars ($18,000,000) (the “Termination Fee”), payable by wire transfer of immediately available funds to an account designated by Parent. (b) If this Agreement shall be terminated pursuant to Section 7.1(b)); and 8.1(c)(ii) (B) provided that there did not exist any event or events that has had or would reasonably be expected to have a Company Material Adverse Effect either at the failure time of the condition set forth in clause “action (c)(viior failure to act) giving rise to the Company’s termination right pursuant to Section 8.1(c)(ii) or at the time of such termination)” of Annex A to be satisfied is not directly attributable to a breach of: , then within one (1) Business Day of such termination, Parent shall pay the Company the Termination Fee, payable by wire transfer of immediately available funds to an account designated by the Company. (c) The parties acknowledge that the agreements contained in this Section 8.4 are an integral part of the transactions contemplated in this Agreement, and that, without these agreements, the parties would not enter into this Agreement; accordingly, if either party fails to promptly pay its respective Termination Fee (the “non-paying party”), and, in order to obtain such payment the other party commences a suit which results in a judgment against the non-paying party for the Termination Fee, the non-paying party shall pay to the other party its costs and expenses (including attorney’s fees) in connection with such suit, together with interest on the amount of the fee at the publicly announced prime rate of Citibank, N.A. in New York City from the date such fee was first payable to the date it is paid.

Termination Fee. (ai) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(g), then the Company shall pay Parent, prior to or concurrently with such termination, the Termination Fee. (ii) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) 7.1(e), then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) within three Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)Days of such termination. (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by by the Company pursuant to Section 7.1(b) (i) or by Parent pursuant to Section 7.1(b) and: in the event the Company is prohibited from terminating this Agreement pursuant to such Section 7.1(b)) and (A) at an Acquisition Proposal had been publicly announced prior to the time occurrence of the events giving rise to the right to terminate pursuant to such section and which Acquisition Proposal shall not have been withdrawn and (B) within six months of such termination the Company consummates a transaction with respect to such Acquisition Proposal or the transactions contemplated by such Acquisition Proposal are consummated, then the Company shall pay Parent, concurrently with the consummation of such Acquisition Proposal, the Termination Fee. (iv) In the event that this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(d) and (A) an Acquisition Proposal had been publicly announced prior to the occurrence of the events giving rise to the right to terminate pursuant to such section and which Acquisition Proposal shall not have been withdrawn and (B) within six months of such termination the Company consummates a transaction with respect to such Acquisition Proposal or the transactions contemplated by such Acquisition Proposal are consummated, then the Company shall pay Parent, concurrently with the consummation of such Acquisition Proposal, the Termination Fee. (v) In the event that this Agreement is terminated pursuant to Section 7.1(a), Section 7.1(b), Section 7.1(c), Section 7.1(d), Section 7.1(h), Section 7.1(i), Section 7.1(j) or otherwise by either Parent or the Company and, pursuant to the terms of this Section 7.2 no Termination Fee is payable by the Company to Parent as a result of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due then Parent shall pay to the termination Company the Reverse Termination Fee within three Business Days of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)such termination.

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d9.1(f) or by Section 9.1(g) then, provided that SIC was not in material breach of its representations, warranties, covenants or agreements hereunder at the Company pursuant to Section 7.1(g) then the Company shall time of termination, MDLY will pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business DaySIC, the next Business Day) as its sole recourse in connection with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its termsSection 9.1(f) or Section 9.1(g), as applicable, a fee in an Acquisition Proposal shall have been publicly announced and not withdrawn, amount equal to $3,000,000 (iithe “Termination Fee”). (b) thereafter, In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.1(h) and (iiior Section 9.1(i) within nine (9) months after such then, provided that MDLY was not in material breach of its representations, warranties, covenants or agreements hereunder at the time of termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall SIC will pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes MDLY, as its sole recourse in connection with termination of this Agreement in accordance with Section 7.3(b9.1(h) or Section 9.1(i), all references to 20% in as applicable, the definition of “Acquisition Transaction” shall be deemed to be references to 50%Termination Fee. (c) In the event that (i) prior to the MDLY Stockholder Meeting, a Third Party (the “MDLY Pre-Meeting Offeror”) makes a Competing Proposal to MDLY and/or its stockholders, or such Competing Proposal is otherwise publicly announced, and in each case such Competing Proposal not withdrawn prior to the MDLY Stockholder Meeting, (ii) this Agreement is validly terminated by either SIC or MDLY pursuant to Section 9.1(d)(i) (with respect to the failure to obtain MDLY Stockholder Approval), and (iii) within twelve (12) months following the date of such termination, MDLY consummates a Competing Proposal with the MDLY Pre-Meeting Offeror (provided that for purposes of this Section 9.4(c), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed references to “fifty percent (50%)”), MDLY will pay to SIC, as its sole recourse in connection with termination of this Agreement in accordance with Section 9.1(d)(i) (with respect to the failure to obtain MDLY Stockholder Approval), the Termination Fee. (d) In the event that (i) prior to the SIC Stockholder Meeting, a Third Party (the “SIC Pre-Meeting Offeror”) makes a Competing Proposal to SIC and/or its stockholders, or such Competing Proposal is otherwise publicly announced, and in each case such Competing Proposal not withdrawn prior to the SIC Stockholder Meeting, (ii) this Agreement is validly terminated by either SIC or MDLY pursuant to Section 9.1(d)(i) (with respect to the failure to obtain the Required SIC Stockholder Approval), and (iii) within twelve (12) months following the date of such termination, SIC consummates a Competing Proposal with the SIC Pre-Meeting Offeror (provided that for purposes of this Section 9.4(d), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed references to “fifty percent (50%)”), SIC will pay to MDLY, as its sole recourse in connection with termination of this Agreement in accordance with Section 9.1(d)(i) (with respect to the failure to obtain the Required SIC Stockholder Approval), the Termination Fee. (e) The Termination Fee shall be payable (i) no later than two Business Days after the date on which this Agreement is terminated byby SIC pursuant to Section 9.1(f) or by MDLY pursuant to Section 9.1(h), (ii) immediately prior to the time of termination by MDLY pursuant to Section 9.1(g) or by SIC pursuant to Section 9.1(i), (iii) pursuant to Section 9.4(c), within three (3) Business Days of the date on which MDLY consummates the Competing Proposal with the MDLY Pre-Meeting Offeror, and (iv) pursuant to Section 9.4(d), within three (3) Business Days of the date on which SIC consummates such Competing Proposal with the SIC Pre-Meeting Offeror. The parties hereto acknowledge and hereby agree that in no event shall any party be required to pay a Termination Fee on more than one occasion. (f) Each of the parties hereto acknowledges that (i) Parent pursuant to the agreements contained in this Section 7.1(b) and: (A) at the time of such termination, each 9.4 are an integral part of the Offer Conditions has been satisfied or waived transactions contemplated by this Agreement, (other than (1ii) the condition set forth Termination Fee is not a penalty, but is liquidated damages, in clause “(c)(viii)” a reasonable amount that will compensate the other party, in the circumstances in which the 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 Annex A the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (2iii) without these agreements, the condition set forth in clause “(c)(vii)” of Annex A due to the termination of parties would not enter into this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)Agreement.

Termination Fee. Notwithstanding any provision in this Agreement to the contrary, if: (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) ), then the Company shall pay to Parent an amount in cash equal to $960,000 (the “Termination Fee”) concurrently with and as a condition to the effectiveness of the termination of this Agreement by the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g).; (b) If (i) after the date of this Agreement but prior Agreement, any bona fide Company Alternative Proposal (with each reference to “20%” in the termination of this Agreement in accordance definition thereof replaced with its terms, an Acquisition Proposal “50%”) shall have been publicly announced and not withdrawn, (ii) thereafter, withdrawn prior to the Company Meeting and this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) 7.1(d), and (iiiii) concurrently with or within nine fifteen (915) months after such termination, any definitive agreement providing for a Company Alternative Proposal (with each reference to “20%” in the definition thereof replaced with “50%”) shall have been entered into by the Company consummates an Acquisition or a Company Alternative Proposal or enters into an Acquisition Transaction that is subsequently consummated (with each reference to “20%” in the definition thereof replaced with “50%”) shall have been consummated, then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee in cash (it being understood by wire transfer of same-day funds the parties that in no event shall Parent be entitled to receive an amount exceeding the Termination Fee or to receive the Termination Fee on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(bmore than one occasion), all references upon the earlier of consummation of the Company Alternative Proposal (with each reference to “20% %” in the definition of thereof replaced with “Acquisition Transaction” shall be deemed to be references to 50%”) or the date on which the Company enters into the agreement providing for such Company Alternative Proposal (with each reference to “20%” in the definition thereof replaced with “50%”), as applicable. (c) In the event that this Agreement is terminated by (i) by Parent pursuant to Section 7.1(b7.1(h) and: (A) , at the time of such terminationthe Company Change of Recommendation, a Company Alternative Proposal (with each of reference to “20%” in the Offer Conditions has definition thereof replaced with “50%”) had been satisfied or waived (other than (1) made and not withdrawn, then the condition set forth Company shall pay to Parent the Termination Fee in clause “(c)(viii)” of Annex A and cash within two (2) Business Days of the condition set forth in clause “(c)(vii)” date of Annex A due such termination. Notwithstanding anything to the contrary, payment of the Termination Fee shall be the sole and exclusive remedy of Parent and Merger Sub in the case of any such termination described in this Section 7.2 and, upon payment of such Termination Fee, the Company and its Affiliates shall have no further liability to Parent or Merger Sub with respect to this Agreement pursuant to Section 7.1(b)); and (B) or the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)transactions contemplated hereby, provided that nothing herein shall release any party from liability for fraud or intentional breach.

Termination Fee. (a) In the event that If this Agreement is terminated shall be terminated: (i) by Parent GBDC 3 pursuant to Section 7.1(d9.1(c)(iv), then, prior to, and as a condition to such termination, GBDC 3 shall cause the third party that made the applicable GBDC 3 Superior Proposal (or its designee) to pay GBDC, subject to applicable Law, a non-refundable fee in an amount equal to $42,000,000 (the “GBDC 3 Termination Fee”) as liquidated damages and full compensation hereunder; or (ii) (A) by (1) GBDC or GBDC 3 pursuant to (x) any provision of Section 9.1 at a time when the Agreement was terminable by the Company GBDC pursuant to Section 7.1(g9.1(d)(ii) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this or Section 7.3(a9.1(d)(iii), (y) shall be paid no later than the second Section 9.1(b)(ii) or (2ndz) Business Day following termination Section 9.1(b)(iv), or (2) GBDC pursuant to Section 7.1(d9.1(d)(i) and concurrently (solely to the extent that GBDC 3 has committed a willful or if intentional breach), Section 9.1(d)(ii) or Section 9.1(d)(iii), (B) a Takeover Proposal has been publicly disclosed after the Company Acquisition date of this Agreement is executed on a day and, prior to the date of such termination, has not a Business Day, the next Business Daybeen withdrawn (1) with respect to any termination pursuant to Section 7.1(g9.1(b)(ii) or 9.1(d)(i), prior to the date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iv) prior to the time of the duly held GBDC 3 Stockholders Meeting, and (C) GBDC 3 enters into a definitive Contract with respect to such Takeover Proposal within 12 months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such 12-month period), then, within two (2) Business Days after the date that such Takeover Proposal is consummated, GBDC 3 shall cause the third party that made such Takeover Proposal (or its designee) to pay GBDC, subject to applicable Law, the GBDC 3 Termination Fee as liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.2(a)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” The GBDC 3 Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing to GBDC 3 by GBDC if GBDC shall have furnished to GBDC 3 wire payment instructions prior to the date of payment or, otherwise, by certified or official bank check. In the event that the GBDC 3 Termination Fee becomes payable and is paid pursuant to this Section 9.2(a), the GBDC 3 Termination Fee shall be GBDC’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement. (b) If this Agreement shall be terminated: (i) by GBDC pursuant to Section 9.1(d)(iv), then, prior to, and as a condition to such termination, GBDC shall cause the third party that made the applicable GBDC Superior Proposal (or its designee) to pay GBDC 3, subject to applicable Law, a non-refundable fee in an amount equal to $76,000,000 (the “GBDC Termination Fee”) as liquidated damages and full compensation hereunder; or (ii) (A) by (1) GBDC or GBDC 3 pursuant to (x) any provision of Section 9.1 at a time when the Agreement was terminable by GBDC pursuant to Section 9.1(c)(ii) or Section 9.1(c)(iii), (y) to Section 9.1(b)(ii) or (z) Section 9.1(b)(iii) or (2) GBDC 3 pursuant to Section 9.1(c)(i) (solely to the extent that GBDC has committed a willful or intentional breach), Section 9.1(c)(ii) or Section 9.1(c)(iii), (B) a Takeover Proposal has been publicly disclosed after the date of this Agreement but and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.1(b)(ii) and Section 9.1(c)(i), prior to the date of such termination and (iii2) with respect to any termination pursuant to Section 9.1(b)(iii), prior to the time of the duly held GBDC Stockholders Meeting, and (C) GBDC enters into a definitive Contract with respect to such Takeover Proposal within nine (9) 12 months after such termination, the Company consummates an Acquisition and such Takeover Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating (regardless of whether such transaction consummation happens prior to or following such 12-month period), then, within two (2) Business Days after the Company date that such Takeover Proposal is consummated, GBDC shall cause the third party that made such Takeover Proposal (or its designee) to pay GBDC 3, subject to Parent applicable Law, the Company GBDC Termination Fee by wire transfer of same-day funds on the date such transaction is consummatedas liquidated damages and full compensation hereunder; provided provided, that solely for purposes of this Section 7.3(b9.2(b)(ii), all the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to 20% in the definition of “Acquisition Transaction25%” shall will be deemed to be references to “50%.” The GBDC Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing to GBDC by GBDC 3 if GBDC 3 shall have furnished to GBDC wire payment instructions prior to the date of payment or, otherwise, by certified or official bank check. In the event that the GBDC Termination Fee becomes payable and is paid pursuant to this Section 9.2(b), the GBDC Termination Fee shall be GBDC 3’s sole and exclusive remedy for monetary damages under this Agreement. (c) In The parties acknowledge that the event agreements contained in this Section 9.2 are an integral part of the Transactions, that without these agreements each party would not have entered into this Agreement is terminated by (i) Parent Agreement, and that any amounts payable pursuant to this Section 7.1(b9.2 do not constitute a penalty. If GBDC fails to pay any amounts due to GBDC 3 pursuant to this Section 9.2 within the time periods specified in this Section 9.2 or GBDC 3 fails to pay GBDC any amounts due to GBDC pursuant to this Section 9.2 within the time periods specified in this Section 9.2, GBDC or GBDC 3, as applicable, shall pay reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) and: (A) incurred by GBDC 3 or GBDC, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts from the date payment of such amounts was due at the time of prime lending rate in effect on the date payment was due as published in The Wall Street Journal (or any successor publication thereto), calculated on a daily basis from the date such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A amounts were required to be satisfied is not directly attributable to a breach of: (1)paid until the date of actual payment.

Termination Fee. (a) In the event that If this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent Acquirer or the Company pursuant to Section 7.1(b) or Section 7.1(c) (to the extent such Order relates to the HSR Act), (ii) at the time of such 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) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been other conditions in Section 6.1 and Section 6.3 was satisfied or waived (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 pay, or cause to be paid, to the Company an amount equal to $30,000,000 (1the “Reverse Termination Fee”). (b) Notwithstanding anything to the condition set forth contrary in clause “this Agreement, (c)(viiii) if Acquirer fails to effect the Closing when required by Section 1.1(c)” , or otherwise breaches this Agreement (whether willfully, intentionally, unintentionally or otherwise), then (A) a decree or order of Annex A and specific performance or an injunction or other equitable relief or (2B) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b7.1(e) and receipt of the Reverse Termination Fee (which, for the avoidance of doubt, shall not include any interest payments thereon) pursuant to the last sentence of Section 7.3(d), shall be the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) of the Company (and any other Person) against the 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 from seeking an injunction, specific performance and/or other equitable relief pursuant to Section 8.9. (c) 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 (Biv) the any failure of the condition 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 7.3 are an integral part of the 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 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, and (iii) without these agreements, the parties would not enter into this Agreement. Accordingly, if (i) the Reverse Termination Fee is payable pursuant to Section 7.3(a), (ii) Acquirer fails to pay the Reverse Termination Fee in the timeframe set forth in clause “Section 7.3(a) and (c)(vii)” of Annex A iii) in order to be satisfied is not directly attributable obtain the Reverse Termination Fee, the Company commences a suit that results in a judgment against Acquirer for the Reverse Termination Fee or any portion thereof, Acquirer shall pay to a breach of: the Company its reasonable costs and expenses (1)including attorneys’ fees) in connection with such suit.

Termination Fee. (a) In If (i) the event that Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(d8.01(d)(i), (ii) or by the Company Parent terminates this Agreement pursuant to Section 7.1(g8.01(e) or (iii) the Company, Parent or Purchaser terminate this Agreement pursuant to Section 8.01(c) and in the case of such a termination pursuant to Section 8.01(c), (A) at any time after the date of this Agreement and prior to such termination an Acquisition Proposal (other than any Acquisition Proposal solely with respect to the European Business) shall have been publicly announced or otherwise publicly communicated to the stockholders of the Company generally and not withdrawn at the time of termination and (B) prior to the six month anniversary of such termination, the Company shall enter into a definitive agreement with respect to such Acquisition Proposal (other than with respect to the European Business) or such Acquisition Proposal is consummated, then the Company shall pay to Parent in immediately available funds an amount equal to $8,000,000 plus all reasonably documented, actual, out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors and investment bankers), up to $4,000,000 (I) at or prior to the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than time of termination in the second (2nd) Business Day following case of a termination pursuant to Section 7.1(d8.01(d)(i), (II) and concurrently as promptly as reasonably practicable (or if and, in any event, within two business days following such termination) in the Company Acquisition Agreement is executed on case of a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g8.01(e), or (III) in the event a Termination Fee is payable in the case of a termination pursuant to Section 8.01(c), as promptly as reasonably practicable (and, in any event, within two Business Days) following the consummation of an Acquisition Proposal in accordance with the foregoing provisions of this Section 8.03. Parent’s acceptance of the Termination Fee shall constitute conclusive evidence that this Agreement has been validly terminated (such sum, the “Termination Fee”). (b) If the Company terminates this Agreement (i) after the date of this Agreement but prior pursuant to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawnSection 8.01(d)(ii), (ii) thereafteras a result of a failure by Purchaser to accept for purchase and pay for Shares validly tendered and not withdrawn pursuant to the terms of the Offer following the satisfaction and/or waiver of the conditions contained in Annexes I and II, this Agreement is terminated by Parent or the Company (iii) pursuant to Section 7.1(b8.01(c) as a result of the Commitment Letters having been withdrawn (other than primarily as a result of the Company’s failure to perform its obligations under this Agreement) and (iii) within nine (9) months after such terminationnot otherwise replaced, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company Parent shall pay to Parent the Company in immediately available funds an amount equal to $8,000,000 (the “Reverse Termination Fee by wire transfer of same-day funds on the date Fee”) as promptly as reasonably practicable (and, in any event, within two Business Days following such transaction is consummated; provided that solely for purposes of this Section 7.3(btermination), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) Each of Parent and the Company acknowledges that the agreements contained in this Section 8.03 are an integral part of the transactions contemplated by this Agreement. In the event that this Agreement is terminated by (i) Parent the Company or Parent, as the case may be, fails to pay amounts due pursuant to this Section 7.1(b) 8.03 (when and if payable), and: (A) at , in order to obtain such payment, Parent or the time of such terminationCompany, each of as the Offer Conditions has been satisfied or waived (case may be, commences a suit which results in a judgment against the other than (1) the condition party for a fee set forth in clause “(c)(viii)” of Annex A and (2) this Section 8.03, the condition set forth in clause “(c)(vii)” of Annex A due Company or Parent, as the case may be, shall pay to the termination other party 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 in effect on the date such payment was required to be made. (d) Cloobeck hereby acknowledges and agrees to be liable for the prompt and complete performance of Parent’s obligations under Section 8.03(b) of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)Agreement.

Termination Fee. (a) In Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement, the event that Offer, the Merger and the other transactions contemplated by this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than by the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (party incurring such expenses, whether or if not the Company Acquisition Agreement Merger is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)consummated. (b) If In the event that: (i) after the date of this Agreement but prior is terminated pursuant to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, Section 8.1(c); (ii) thereafter, this Agreement is terminated pursuant to Section 8.1(f); or (iii) (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.1(e) or (g), (B) after the date hereof and at or prior to the time of the termination of this Agreement an Acquisition Proposal shall have been publicly made, commenced, submitted or announced and not withdrawn, and (iiiC) within nine (9) months after such termination, the Company consummates an Acquisition Proposal within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Transaction that Proposal, which Acquisition Proposal is subsequently thereafter consummated (provided that, for purposes of this Section 8.3(b)(iii), all percentages in the definition of Acquisition Proposal shall be replaced with fifty percent (50%)); then concurrently with consummating such transaction the Company shall pay Parent a fee in an amount equal to Parent $4,500,000 (the “Company Termination Fee Fee”) by wire transfer of same-day funds on (x) in the date case of Section 8.3(b)(i), within three (3) business days after such transaction is consummated; provided that solely for purposes termination, (y) in the case of Section 8.3(b)(ii), substantially concurrently with termination of this Section 7.3(bAgreement (or no later than the next business day if such termination occurs on a day that is not a business day), all references to 20% and (z) in the definition case of “Section 8.3(b)(iii), within three (3) business days after consummation of the transactions contemplated by such Acquisition Transaction” Proposal. In the event that Parent shall receive full payment pursuant to this Section 8.3(b), the receipt of the Company Termination Fee shall be deemed to be references liquidated damages for any and all losses or damages suffered or incurred by Parent, Purchaser, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Purchaser, any of their respective Affiliates or any other Person shall be entitled to 50%bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement (other than equitable relief to require payment of the Company Termination Fee), any of the transactions contemplated hereby or any matters forming the basis for such termination; provided that if the Company fails to pay the Company Termination Fee and Parent and/or Purchaser commences a suit which results in a final, non-appealable judgment against the Company for the Company Termination Fee or any portion thereof, then the Company shall pay Parent and Purchaser their costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest on the Company Termination Fee at the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding). For the avoidance of doubt, any payment made by the Company under this Section 8.3(b) shall be payable only once with respect to this Section 8.3(b) and not in duplication even though such payment may be payable under one or more provisions hereof. (c) In the event The Company acknowledges and agrees that this Agreement Section 8.3(b) is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each an integral part of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A transactions contemplated by this Agreement, and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of that, without such provision, Parent and Purchaser would not have entered into this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)Agreement.

Termination Fee. (a) In If, but only if, the event that this Agreement is terminated terminated: (i) by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or 8.1(d)(i), in any such case if the Company (x) receives or has received an Acquisition Agreement is executed on a day not a Business DayProposal, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) which proposal has been publicly announced after the date of this Agreement but prior to and (y) within twelve (12) months of the termination of this Agreement in accordance Agreement, consummates a transaction regarding, or executes a binding or definitive agreement which is later consummated with its termsrespect to, an any Acquisition Proposal shall have been publicly announced and not withdrawnProposal, (ii) thereafter, this Agreement is terminated by Parent or then the Company shall pay, or cause to be paid, to Parent a fee equal to $2,500,000 (the “Termination Fee”) plus, if not previously paid pursuant to Section 7.1(b8.3(a)(ii) and (iii) within nine (9) months after such terminationbelow, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee Expense Amount, by wire transfer of same-same day funds on to an account designated by Parent, not later than the date consummation of such transaction is consummatedarising from any such Acquisition Proposal; provided provided, however, that solely for purposes of this Section 7.3(b8.3(a)(i), all the references to “twenty percent (20% %)” in the definition of “Acquisition Transaction” Proposal shall be deemed to be references to “fifty percent (50%)”; (ii) by either the Company or Parent pursuant to Section 8.1(b)(iii), the Company shall pay, or cause to be paid, to Parent the Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (iii) by the Company pursuant to Section 8.1(c)(ii) then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent as a condition to the effectiveness of such termination; or (iv) by Parent pursuant to Section 8.1(d)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination. (cb) In Notwithstanding anything to the event that contrary set forth in this Agreement is terminated byAgreement, the parties agree that: (i) Parent any Termination Fee paid by the Company pursuant to Section 7.1(b8.3(a) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A shall be Parent and (2) the condition set forth in clause “(c)(vii)” of Annex A due Merger Sub’s sole and exclusive remedy with respect to the termination of this Agreement or any breach by the Company hereunder other than in the event of fraud or a willful breach; (ii) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the party entitled to payment; and (iii) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Payment is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 7.1(b)); and (B) 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the failure Company for the payment of the condition any amount set forth in clause “this Section 8.3, the Company shall pay Parent the costs and expenses of Parent in connection with such suit, together with interest on such amount at the annual rate of five percent (c)(vii)” of Annex A 5%) for the period from the date such payment was required to be satisfied made through the date such payment was actually received, or such lesser rate as is not directly attributable to a breach of: (1)the maximum permitted by applicable Law.

Termination Fee. Notwithstanding any provision in this Agreement to the contrary: (a) In If (i) this Agreement is terminated by the event that Company pursuant to Section 8.1(g), (ii) this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(h) or by the Company pursuant to Section 7.1(g(iii) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with at any termination pursuant to Section 7.1(g). (b) If (i) time after the date of this Agreement but Agreement, (A) a Company Alternative Proposal is publicly proposed or disclosed by the Person or group making such Company Alternative Proposal (or, in the case of a termination pursuant to Section 8.1(b) or Section 8.1(f), is publicly proposed or disclosed or otherwise communicated to the Board of Directors of the Company) prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawnirrevocably withdrawn at the time of the Company Meeting or resubmitted within three months after the date of the Company Meeting, and (iiB) thereafter, this Agreement is terminated (x) by Parent or the Company pursuant to Section 7.1(b8.1(b) (but only if at such time Parent would not be prohibited from terminating this Agreement by application of the proviso of Section 8.1(b)), (y) by Parent or the Company pursuant to Section 8.1(d), or (z) by Parent pursuant to Section 8.1(f), and (iiiC) within nine prior to the first anniversary of the termination of this Agreement, any definitive agreement providing for a Qualifying Transaction shall have been entered into (9) months after irrespective of whether such termination, agreement was entered into with the same Person or group who made the Company consummates an Acquisition Alternative Proposal referred to in clause (A) above), then in any such event described in Section 8.3(a)(i), Section 8.3(a)(ii) or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction Section 8.3(a)(iii), the Company shall pay to Parent a fee of $18,330,425 (the Company “Termination Fee Fee”) in cash by wire transfer in immediately available funds, such payment to be made in the case of same-day funds (1) Section 8.3(a)(i) as a condition to the termination of this Agreement, (2) Section 8.3(a)(ii) within two Business Days following the termination of this Agreement and (3) Section 8.3(a)(iii) within two Business Days following the execution of any definitive agreement in respect of a Qualifying Transaction and less any amounts previously paid to Parent by the Company pursuant to Section 8.3(b), if any. It is understood and agreed that in no event shall the Company be required to pay the Termination Fee on more than one occasion. After payment of the date such transaction Termination Fee is consummated; made, the Company shall have no further liability to Parent or Merger Sub with respect to this Agreement or the transactions contemplated hereby, including the Merger (provided that solely nothing herein shall release any party from liability for purposes intentional breach of this Section 7.3(b), all references to 20% Agreement or for fraud or as provided in the definition of “Acquisition Transaction” shall be deemed to be references to 50%Confidentiality Agreement). (cb) In the event that If this Agreement is terminated by (i) by Parent pursuant to Section 7.1(b8.1(f) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than for a termination in respect of the breach of a representation or warranty occurring after (1and not as of) the condition set forth in clause “date of this Agreement based on facts, events or circumstances occurring after (c)(viii)” and not as of Annex A and (2or prior to) the condition set forth in clause “(c)(viidate of this Agreement)” , the Company shall pay to Parent an amount equal to the sum of Annex A due the Transaction Expenses actually incurred by Parent at or prior to the termination of this Agreement for which Parent has not theretofore been reimbursed by the Company in cash by wire transfer in immediately available funds (provided that nothing herein shall release any party from liability for intentional breach of this Agreement or fraud or under the Confidentiality Agreement), such payment to be made following such termination and within two Business Days following delivery to the Company of notice of demand for such payment accompanied by reasonable supporting documentation of such Transaction Expenses. For purposes of this Agreement, “Transaction Expenses” means all reasonable and documented out-of-pocket expenses, fees and costs (including all reasonable and documented out-of-pocket fees and expenses of counsel, accountants, investment bankers, experts and consultants and all filing fees paid to any Governmental Authority) incurred by Parent or on its behalf in connection with or related to the transactions contemplated by this Agreement, including the Merger, including in connection with Parent’s due diligence investigation and the authorization, negotiation, execution and performance of this Agreement and the transactions contemplated hereby, including the Merger; provided, however, that the Company shall not have to pay Transaction Expenses in excess of $2.0 million in the aggregate (the “Transaction Expense Cap”) (which Transaction Expense Cap shall be increased if Parent receives a Request for Additional Information pursuant to Section 7.1(bthe HSR Act (a “Second Request”), but only to the extent Parent incurs additional Transaction Expenses from and after the date of such Second Request; provided, however, that the Transaction Expense Cap shall not exceed $5.0 million); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1).

Termination Fee. (ai) In the event that If this Agreement is terminated by Parent pursuant to Section 7.1(d10.01(c)(i) or by the Company pursuant to Section 7.1(g) 10.01(c)(iii), then the Company shall pay to Parent in immediately available funds $26,757,615 (the Company “Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) ”), within two Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)Days after such termination. (bii) If (iA) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b10.01(b)(i) or 10.01(b)(iii), or by Parent pursuant to Section 10.01(c)(ii), (B) after the date of this Agreement and prior to such termination (in the case of a termination pursuant to Section 10.01(b)(i)), prior to the Company Stockholder Meeting (in the case of a termination pursuant to Section 10.01(b)(iii)) or prior to the breach giving rise to Parent’s right to terminate under Section 10.01(c)(ii) (in the case of a termination pursuant to Section 10.01(c)(ii)), an Acquisition Proposal shall have been publicly announced or otherwise communicated to the Board of Directors of the Company or its stockholders and shall not have been withdrawn prior to such termination (in the case of a termination pursuant to Section 10.01(b)(i)), prior to the Company Stockholder Meeting (in the case of a termination pursuant to Section 10.01(b)(iii)) or prior to the breach giving rise to Parent’s right to terminate under Section 10.01(c)(ii) (in the case of a termination pursuant to Section 10.01(c)(ii)) and (iiiC) within nine (9) 12 months after following the date of such termination, the Company consummates shall have entered into a definitive agreement with respect an Acquisition Proposal or enters into recommended to its stockholders an Acquisition Transaction Proposal or an Acquisition Proposal shall have been consummated (provided that is subsequently consummated for purposes of this clause (C), each reference to “10%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then concurrently with consummating such transaction the Company shall pay to Parent in immediately available funds, concurrently with the Company occurrence of the applicable event described in clause (C), the Termination Fee. In no event shall Parent be entitled to receive the Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%more than one occasion. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (a) In the event that this Agreement is terminated by Parent the Company pursuant to Section 7.1(d8.1(c)(ii) [Superior Proposal] or by Purchaser pursuant to Section 8.1(d)(i) [Willful and Material Breach] or Section 8.1(d)(iii) [Recommendation Withdrawal], then the Company shall, in consideration for the disposition of Parent’s and Purchaser’s rights under this Agreement to (among other things) directly or indirectly acquire the Shares, pay the Termination Fee to Parent (or as directed by Parent) as directed in writing by Parent, at or prior to the time of termination in the case of a termination pursuant to Section 8.1(c)(ii) [Superior Proposal] or within two (2) Business Days following termination of this Agreement in the case of a termination pursuant to Section 8.1(d)(i) [Willful and Material Breach] or Section 8.1(d)(iii) [Recommendation Withdrawal]. (b) In the event that (1) this Agreement is terminated by Purchaser or the Company pursuant to (i) Section 8.1(b)(i) [End Date] or Section 8.1(b)(iii) [No Shareholder Approval] (or is terminated by the Company pursuant to a different section of Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to 8.1 at a time when this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination Agreement was terminable by Purchaser pursuant to Section 7.1(d8.1(b)(i) and concurrently [End Date] or Section 8.1(b)(iii) [No Shareholder Approval]), or (or if the Company Acquisition Agreement ii) is executed on a day not a Business Day, the next Business Day) with any termination terminated by Purchaser pursuant to Section 7.1(g). 8.1(d)(ii) [Company Breach] (bor is terminated by the Company pursuant to a different section of Section 8.1 at a time when this Agreement was terminable by Purchaser pursuant to Section 8.1(d)(ii) If [Company Breach]) and, (i2) at any time after the date of this Agreement but hereof and prior to the termination of this Agreement in accordance with its termssuch termination, an Acquisition Proposal shall have been publicly announced or publicly made known and not publicly withdrawn (or in the case of clause (ii) shall have been communicated or made known to the Board and not withdrawn) and, (ii3) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and if within twelve (iii) within nine (912) months after such termination, the Company or any of its Subsidiaries consummates an Acquisition Proposal Proposal, or enters into a definitive agreement with respect to an Acquisition Transaction that Proposal which is subsequently consummated then concurrently with consummating (regardless of when such transaction Acquisition Proposal is consummated), then, on the date of the consummation of such Acquisition Proposal, the Company shall pay the Termination Fee to Parent the Company Termination Fee (or as directed by wire transfer of same-day funds on the date such transaction is consummated; provided that solely Parent) (for purposes of this Section 7.3(bthe foregoing clauses (2) and (3), all references to “20% %” in the definition of “Acquisition Transaction” Proposal shall be deemed to be references to “50%”). (c) In the event that this Agreement is terminated byby Purchaser or the Company pursuant to Section 8.1(b)(iii) [No Shareholder Approval] (or is terminated by the Company pursuant to a different section of Section 8.1 at a time when this Agreement was terminable by Purchaser pursuant to Section 8.1(b)(iii) [No Shareholder Approval]), then the Company shall pay Parent (or as directed by Parent) $10,000,000 (the “Expense Reimbursement”) in respect of expenses incurred by Parent, Purchaser and their respective Affiliates in connection with this Agreement and the transactions contemplated hereby without need for supporting documentation within two (2) Business Days following such termination. Any Expense Reimbursement shall be credited against any subsequently payable Termination Fee. (id) Any amount that becomes payable pursuant to Section 8.2(a), Section 8.2(b) or Section 8.2(c) shall be paid by wire transfer of immediately available funds to an account designated by the party entitled to receive such payment. (e) Each of the Company, Parent and Purchaser acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated hereby, and that, without these agreements, neither the Company, Parent nor Purchaser would have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 are not a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to accounts designated by Parent pursuant to this Section 7.1(b8.2 within the time periods specified in this Section 8.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) and: (A) incurred by Purchaser or Parent in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the time prime lending rate prevailing during such period as published in The Wall Street Journal plus 5.0%, calculated on a daily basis from the date such amounts were required to be paid until the date of such terminationactual payment (the obligations in this sentence are referred to collectively as the “Enforcement Expenses”). (f) Notwithstanding anything to the contrary in this Agreement, each but except as provided in Section 9.10 with respect to equitable remedies and in Section 8.4, Parent’s right to receive or direct payment of the Offer Conditions has been satisfied Termination Fee or waived the Expense Reimbursement in the circumstances in which it is payable (other than (1) and, in the condition set forth case of the Expense Reimbursement, in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to event that the termination of this Agreement Termination Fee does not become payable pursuant to Section 7.1(b8.2(b)); ) and any Enforcement Expenses from the Company pursuant to this Section 8.2 shall be the sole and exclusive remedy available to Parent, Purchaser and their respective Affiliates for money damages against the Company, its Subsidiaries and any of their respective former, current, or future shareholders, directors, officers, Affiliates or agents (Bcollectively, the “Company Related Parties”) with respect to this Agreement, any other Transaction Document and the transactions contemplated hereby and thereby (including for any liabilities and Damages suffered as a result of the failure of the condition set forth in clause “(c)(vii)” of Annex A transactions contemplated hereby to be satisfied is not directly attributable consummated under any theory or for any reason), and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to a breach of: (1)or arising out of this Agreement, any other Transaction Document and the transactions contemplated hereby and thereby.

Termination Fee. (ai) In the event that (A) Parent or the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(b)(i) or by the Company Section 8.1(b)(iii) or Parent terminates this Agreement pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d8.1(c)(iii) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (iB) after the date of this Agreement but and prior to the termination of this Agreement in accordance with its termssuch termination, an Acquisition a Competing Proposal shall have been publicly announced communicated to the Company Board or the Company’s stockholders and not withdrawnpublicly and unconditionally withdrawn or abandoned, then if, within twelve (12) months of such termination, the Company enters into a definitive agreement providing for, or recommends to its stockholders, a Competing Proposal or a Competing Proposal is consummated, then, in either such case within three (3) business days after the consummation of the applicable Competing Proposal the Company shall pay to Parent (or a Parent Subsidiary designated by Parent) a fee of $4,711,000 in cash (the “Termination Fee”). Solely for purposes of this Section 8.2(b)(i), the term “Competing Proposal” shall have the meaning assigned to such term in Section 5.2(h)(i), except that all references to “20%” therein shall be deemed to be “50%” and all references to “80%” therein shall be deemed to be “50%”. (ii) thereafterIf the Company terminates this Agreement pursuant to Section 8.1(d)(i), concurrently with such termination, the Company shall pay to Parent (or a Parent Subsidiary designated by Parent) the Termination Fee. (iii) If Parent terminates this Agreement pursuant to Section 8.1(c)(i) or Section 8.1(c)(ii) (or this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.1(b)(i) and or Section 8.1(b)(iii) or Parent pursuant to Section 8.1(c)(iii), in each case, following any time at which Parent was entitled to terminate this Agreement pursuant to Section 8.1(c)(i) or Section 8.1(c)(ii)), within three (iii3) within nine (9) months business day after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent (or a Parent Subsidiary designated by Parent) the Company Termination Fee Fee. (iv) In the event any amount is payable pursuant to the preceding clauses (i), (ii) or (iii), such amount shall be paid by wire transfer of same-day immediately available funds on the date to an account designated in writing by Parent (and, if any amount becomes payable pursuant to any such transaction is consummated; clause, such amount shall not be or become due unless and until Parent has provided that solely such wire transfer instructions for purposes of this Section 7.3(bsuch designated account in writing), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (cv) In For the avoidance of doubt, in no event that this Agreement is terminated by (i) Parent pursuant shall the Company be obligated to Section 7.1(b) and: (A) at pay the time of such termination, each of the Offer Conditions has been satisfied or waived (other Termination Fee on more than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)one occasion.

Termination Fee. (a) In the event that If Purchaser exercises its right to terminate this Agreement is terminated by Parent pursuant to under Section 7.1(d7.1(f) or by the Company pursuant exercises its right to terminate this Agreement under Section 7.1(g) then ), the Company shall pay to Parent Purchaser on demand $400,000 (the “Company Termination Fee. The Company Termination Fee ”), payable pursuant in same-day funds, to this Section 7.3(a) shall be paid no later than reimburse Purchaser for its time, expense, opportunity costs and other costs and damages associated with pursuing the second (2nd) Business Day following termination pursuant to Section 7.1(d) Offer and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)Merger. (b) If (i) within twelve months after the date termination of this Agreement under Section 7.1(d), the 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 pursuant to Section 7.1(d), the Company shall 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 of this Agreement in accordance connection with its termsthe transactions contemplated by this Agreement, an Acquisition Proposal shall have been publicly announced and including, but not withdrawnlimited to the Offer (“Parent Expenses”), (ii) thereafter, this Agreement is terminated as directed by Parent or in writing, up to a maximum of $200,000; provided, however, that the Company may deduct from any Termination Fee it is or becomes required to pay pursuant to Section 7.1(b7.3(b) and (iii) within nine (9) months after such terminationhereof, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to amount of any Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%Expenses actually paid. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (a) In the event that If this Agreement is terminated shall be terminated: (i) by Parent GBDC pursuant to Section 7.1(d9.1(d)(ii) or Section 9.1(d)(iii); (ii) by the Company GCIC pursuant to Section 7.1(g9.1(c)(iv); or (iii) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a(A) shall be paid no later than the second by (2ndx) Business Day following termination GBDC or GCIC pursuant to Section 7.1(d9.1(b)(ii) and concurrently or Section 9.1(b)(iii) or (y) GBDC pursuant to Section 9.1(d)(i) (solely to the extent that GCIC has committed a willful or if intentional breach), (B) a Takeover Proposal has been publicly disclosed after the Company Acquisition date of this Agreement is executed on a day and, prior to the date of such termination, has not a Business Day, the next Business Daybeen withdrawn (1) with respect to any termination pursuant to Section 7.1(g9.1(b)(ii) or Section 9.1(d)(i), prior to the date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iii), prior to the time of the duly held GCIC Stockholders Meeting, and (C) GCIC enters into a definitive Contract with respect to such Takeover Proposal within twelve (12) months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such twelve (12)-month period); provided, that for purposes of this Section 9.2(a)(iii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%”, then GCIC shall (A) in the case of Section 9.2(a)(i), no later than two (2) Business Days after the date of such termination, (B) in the case of Section 9.2(a)(ii), prior to, and as a condition to such termination, and (C) in the case of Section 9.2(a)(iii), within two (2) Business Days after the date that such Takeover Proposal is consummated, in each case pay GBDC, subject to applicable Law, a non-refundable fee in an amount equal to $29,000,000.00 (the “GCIC Termination Fee”) as liquidated damages and full compensation hereunder, by wire transfer of immediately available funds to an account designated in writing to GCIC by GBDC if GBDC shall have furnished to GCIC wire payment instructions prior to the date of payment or, otherwise, by certified or official bank check. In the event that the GCIC Termination Fee becomes payable and is paid by GCIC pursuant to this Section 9.2(a), the GCIC Termination Fee shall be GBDC’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement. (b) If this Agreement shall be terminated: (i) by GCIC pursuant to Section 9.1(c)(ii) or Section 9.1(c)(iii); (ii) by GBDC pursuant to Section 9.1(d)(iv); or (iii) (A) by (x) GBDC or GCIC pursuant to Section 9.1(b)(ii) or Section 9.1(b)(iv) or (y) GCIC pursuant to Section 9.1(c)(i) (solely to the extent that GBDC has committed a willful or intentional breach), (B) a Takeover Proposal has been publicly disclosed after the date of this Agreement but and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.1(b)(ii) and Section 9.1(c)(i), prior to the date of such termination and (iii2) with respect to any termination pursuant to Section 9.1(b)(iv), prior to the time of the duly held GBDC Stockholders Meeting, and (C) GBDC enters into a definitive Contract with respect to such Takeover Proposal within nine twelve (912) months after such termination, the Company consummates an Acquisition and such Takeover Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating (regardless of whether such transaction the Company shall pay consummation happens prior to Parent the Company Termination Fee by wire transfer of same-day funds on the date or following such transaction is consummatedtwelve (12)-month period); provided provided, that solely for purposes of this Section 7.3(b9.2(b)(iii), all the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to 20% in the definition of “Acquisition Transaction25%” shall will be deemed to be references to “50%”, then GBDC shall (A) in the case of Section 9.2(b)(i), no later than two (2) Business Days after the date of such termination, (B) in the case of Section 9.2(b)(ii), prior to, and as a condition to such termination, and (C) in the case of Section 9.2(b)(iii), within two (2) Business Days after the date that such Takeover Proposal is consummated, in each case, pay GCIC, subject to applicable Law, a non-refundable fee in an amount equal to $29,000,000.00 (the “GBDC Termination Fee”) as liquidated damages and full compensation hereunder, by wire transfer of immediately available funds to an account designated in writing to GBDC by GCIC if GCIC shall have furnished to GBDC wire payment instructions prior to the date of payment or, otherwise, by certified or official bank check. In the event that the GBDC Termination Fee becomes payable and is paid by GBDC pursuant to this Section 9.2(b), the GBDC Termination Fee shall be GCIC’s sole and exclusive remedy for monetary damages under this Agreement. (c) In The parties acknowledge that the event agreements contained in this Section 9.2 are an integral part of the Transactions, that without these agreements each party would not have entered into this Agreement is terminated by (i) Parent Agreement, and that any amounts payable pursuant to this Section 7.1(b9.2 do not constitute a penalty. If GBDC fails to pay any amounts due to GCIC pursuant to this Section 9.2 within the time periods specified in this Section 9.2 or GCIC fails to pay GBDC any amounts due to GBDC pursuant to this Section 9.2 within the time periods specified in this Section 9.2, GBDC or GCIC, as applicable, shall pay reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) and: (A) incurred by GCIC or GBDC, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts from the date payment of such amounts was due at the time of prime lending rate in effect on the date payment was due as published in The Wall Street Journal (or any successor publication thereto), calculated on a daily basis from the date such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A amounts were required to be satisfied is not directly attributable to a breach of: (1)paid until the date of actual payment.

Termination Fee. (a) In the event that If this Agreement is terminated (i) by Parent pursuant to Section 7.1(d7.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 7.1(g7.3(b) (Termination for Superior Proposal), then the Company shall shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to Parent $21,000,000 (the Company “Termination Fee. The Company Termination Fee payable pursuant ”), by wire transfer of immediately available funds to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)an account designated by Parent. (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b7.2(a) (Outside Date) or by Parent pursuant to Section 7.4(b) (Company Breach) (solely as a result of the Company’s breach of any agreement or covenant to be performed or complied with by it under this Agreement) or otherwise terminated at a time when Parent could terminate pursuant to Section 7.2(a) (Outside Date) or Section 7.4(b) (Company Breach) (solely as a result of the Company’s breach of any agreement or covenant to be performed or complied with by it under this Agreement), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company, shall have become publicly known or shall have been made directly to the Company’s stockholders (whether or not conditional), and, in each case, not publicly withdrawn, and (iii) within nine twelve (912) months after the date of such terminationtermination of this Agreement, the Company consummates an enters into a definitive agreement with respect to any Company Acquisition Proposal or enters into an and any such Company Acquisition Transaction that Proposal is subsequently consummated consummated, then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee to Parent, by wire transfer of same-day immediately available funds on the date to an account designated by Parent, concurrently with such transaction is consummatedconsummation, as applicable; provided provided, that solely for purposes of this Section 7.3(b7.5(b), all the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty percent (20% in the definition of “Acquisition Transaction%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Termination Fee on more than one occasion. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

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 Party pursuant to Section 10.1(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), and, in either case, (ii) prior to the 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 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 Parent Buyer pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) 10.1(e), then the Company shall pay Buyer, by wire transfer of same day funds, the Termination Fee as promptly as reasonably practicable after the date of termination (and in any event, within three (3) business days thereafter). (c) Notwithstanding anything to Parent 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 11.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other Party would not enter into this Agreement. The If the Company Termination Fee fails to pay the amounts payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day11.2, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay interest on such overdue amounts (for the period commencing as of the date that such overdue amount was originally required to Parent the Company Termination Fee by wire transfer of same-day funds be paid and ending on the date that such transaction overdue amount is consummated; provided that solely for purposes of this Section 7.3(b), all references actually paid in full) at a rate per annum equal to 20% the “prime rate” (as announced by JPMorgan Chase & Co. or any successor thereto) in effect on the definition of “Acquisition Transaction” shall be deemed date on which such payment was required to be references to 50%. (c) In made for the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each period commencing as of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A date that such overdue amount was originally required to be satisfied is not directly attributable to a breach of: (1)paid.

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d9.3(a), Section 9.3(b) or by the Company pursuant to Section 7.1(g) then 9.3(c), the Company shall pay to Parent a termination fee equal to the Company sum of (i) either (A) $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. The Company Termination Fee payable pursuant to this Section 7.3(a”) shall be paid no later than the second by wire transfer of same day funds within one (2nd1) Business Day following the date of such termination pursuant of this Agreement, to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)account designated by Parent. (b) If (i) after the Agreement Date and prior to the date of this Agreement but prior to the termination of this Agreement in accordance with its termscontemplated by clause (ii) below, an Acquisition Proposal shall have been become publicly announced known or otherwise communicated to the Company Stockholders and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) 9.1(b)(i), 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 agreements set forth in this Agreement or any of the other Deal Agreements, and (iii) within nine six (96) months after of such terminationtermination of this Agreement, the Company enters into a definitive agreement providing for any transaction contemplated by, or otherwise consummates an a transaction with respect to, any Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating referred to in clause (i) above, then, in such transaction case, the Company shall pay to Parent the Company Termination Fee by wire transfer of same-same day funds on the date such transaction is consummated; , to the account designated by Parent (provided that solely for purposes of this Section 7.3(b), all 9.5(b) the references to 20% “15%” in the definition of “Acquisition Transaction” Proposal shall be deemed to be references to “50%”). (c) In the event that this Agreement is terminated by (i) by Parent or the Company pursuant to Section 7.1(b9.1(b)(i) and: (A) at the time of , prior to such termination, each both (x) the Minimum Tender Condition shall not have been satisfied, and (y) holders of a majority of the Offer Conditions has been satisfied Company Common Stock shall not have approved the adoption of this Agreement and the approval of the Merger at the Stockholders’ Meeting, in each case, unless the failure to close by the End Date is primarily due to a breach by Parent of any of its representations, warranties, covenants or waived (agreements set forth in this Agreement or any of the other than 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 condition 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 clause 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 Affiliates against the Company or any of its former, current or future directors, officers, employees, agents, equityholders, representatives, Affiliates or assignees (collectively, “(c)(viii)” of Annex A and (2Company Related Persons”) the condition set forth or any other Person in clause “(c)(vii)” of Annex A due to connection with the termination of this Agreement pursuant to in the circumstance described in this Section 7.1(b)); 9.5 and (B) the failure upon payment or tender of such amount, none of the condition set forth in clause “(c)(vii)” Company, any of Annex A its Company Related Persons, nor any other Person shall have any further liability or obligation relating to be satisfied is not directly attributable to a breach of: (1)or arising out of this Agreement, the other Deal Agreements or the transactions contemplated hereby or thereby.

Termination Fee. (a) In the event that that: (i) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(d7.01(b)(i) or by the Company pursuant to Section 7.1(g7.01(b)(iii); provided that (A) then the Company a bona fide Takeover Proposal shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (have been publicly made, publicly proposed or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) otherwise publicly communicated after the date of this Agreement but and not withdrawn prior to the earlier of the completion of the Company Stockholders’ Meeting (including any adjournment or postponement thereof) and the time of termination and (B) within twelve months of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, the date this Agreement is terminated by Parent or terminated, the Company pursuant enters into a definitive agreement with respect to Section 7.1(ba Takeover Proposal (whether or not such Takeover Proposal was the same Takeover Proposal referred to in clause (A)) and such Takeover Proposal is subsequently consummated (even if after such twelve-month period); provided that, for purposes of clauses (A) and (iiiB) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b7.03(a)(i), all the references to 20% “25%” in the definition of “Acquisition Transaction” Takeover Proposal shall be deemed to be references to “50%.”; or (cii) In the event that this Agreement is terminated by (iA) by Parent pursuant to Section 7.1(b7.01(c)(ii) and: or (AB) at by the time Company pursuant to Section 7.01(d)(ii); then, in any such event under clause (i) or (ii) of this Section 7.03(a), the Company shall pay the Company Termination Fee to Parent or its designee by wire transfer of same day funds (x) in the case of Section 7.03(a)(ii)(A), within two business days after such termination, each (y) in the case of Section 7.03(a)(ii)(B), simultaneously with such termination or (z) in the case of Section 7.03(a)(i), within two business days after the consummation of the Offer Conditions has been satisfied or waived (other Takeover Proposal referred to therein; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)one occasion.

Termination Fee. (a) In If, but only if, the event that this Agreement is terminated terminated: (i) by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or 8.1(d)(i), in any such case if the Company (x) receives or has received an Acquisition Agreement is executed on a day not a Business DayProposal, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) which proposal has been publicly announced after the date of this Agreement but prior to and (y) within ten (10) months of the termination of this Agreement in accordance Agreement, consummates a transaction regarding, or executes a binding or definitive agreement which is later consummated with its termsrespect to, an any Acquisition Proposal shall have been publicly announced and not withdrawnProposal, (ii) thereafter, this Agreement is terminated by Parent or then the Company shall pay, or cause to be paid, to Parent a fee equal to $1,400,000 (the “Termination Fee”) plus, if not previously paid pursuant to Section 7.1(b8.3(a)(ii) and (iii) within nine (9) months after such terminationbelow, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee Expense Amount, by wire transfer of same-same day funds on to an account designated by Parent, not later than the date consummation of such transaction is consummatedarising from any such Acquisition Proposal; provided provided, however, that solely for purposes of this Section 7.3(b8.3(a)(i), all the references to “twenty percent (20% %)” in the definition of “Acquisition Transaction” Proposal shall be deemed to be references to “fifty percent (50%)”; (ii) by either the Company or Parent pursuant to Section 8.1(b)(iii), then the Company shall pay, or cause to be paid, to Parent the Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (iii) by the Company pursuant to Section 8.1(c)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, as a condition to the effectiveness of such termination; or (iv) by Parent pursuant to Section 8.1(d)(ii) , then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination; or (v) by the Company pursuant to Section 8.1(c)(iii), then Parent shall pay or cause to be paid to the Company a fee equal to $1,000,000 (the “Reverse Termination Fee”) within two (2) Business Days after the date of such termination. (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) under no circumstances shall (A) the Company be required to pay the Termination Fee or the Expense Amount, as applicable, and (B) Parent be required to pay the Reverse Termination Fee, in each case, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the party entitled to payment; and (ii) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, on more than one occasion, nor shall Parent be required to pay the Reverse Termination Fee on more than one occasion. (c) In Each of the event parties hereto acknowledges that this Agreement is terminated by (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) neither the Termination Payment nor the Reverse Termination Fee is a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent or the Company, as applicable, in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company or Parent fails to timely pay any amount due pursuant to this Section 7.1(b) 8.3 and: (A) at , in order to obtain such payment, the time Company or Parent commences a suit that results in a judgment against the other party for the payment of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition any amount set forth in clause “this Section 8.3, the Company or Parent, as applicable, shall pay the other party the costs and expenses of such other party in connection with such suit, together with interest on such amount at the annual rate of five percent (c)(viii)” of Annex A and (25%) for the condition set forth in clause “(c)(vii)” of Annex A due to period from the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A date such payment was required to be satisfied made through the date such payment was actually received, or such lesser rate as is not directly attributable to a breach of: (1)the maximum permitted by applicable Law.

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date If neither Parent nor Merger Sub is in material breach of their respective obligations under this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, if (iix) thereafter, (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) (and, in the event such termination is pursuant to clause (i) of Section 7.1 (b), the conditions set forth in Sections 6.1(b), (c) and (iiie) and Sections 6.3(a), (b), (c), (d) and (e) were satisfied or waived on or prior to the date of such termination), (B) at or prior to the time of such termination a Company Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made and the same shall have been publicly announced, and (C) within nine (9) 12 months after such termination, termination the Company consummates an Acquisition Proposal or enters into an a definitive agreement providing for, or consummates, a Company Acquisition Transaction that with any Person, (y) this Agreement is subsequently consummated then concurrently with consummating such transaction terminated by Parent pursuant to Section 7.1(d), or (z) this Agreement is terminated by the Company pursuant to Section 7.1(i), then, in the case of each of (x), (y) and (z), the Company shall pay to Parent Parent, in cash at the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% applicable time specified in the definition next two sentences, a nonrefundable fee in the amount of “Acquisition Transaction” shall be deemed One Million Four Hundred Thousand Dollars ($1,400,000) (in addition to any payment required to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent made pursuant to Section 7.1(b) and: (A) at 7.3(a), if any). In the time case of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b), the fee referred to in the previous sentence shall be paid by the Company upon the execution of such definitive agreement. In the case of termination of this Agreement by Parent pursuant to Section 7.1(d); and , or by the Company pursuant to Section 7.1(i), the fee referred to in the first sentence of this Section 7.3(b)(i) shall be paid by the Company within two (B2) business days after such termination. (ii) The Company acknowledges that the failure agreements contained in this Section 7.3(b) are an integral part of the condition transaction contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in clause “this Section 7.3(b), the Company shall pay to Parent its costs and expenses (c)(vii)” including attorneys' fee and expenses) in connection with such suit, together with interest per annum on the amounts set forth in this Section 7.3(b) at the prime rate of Annex A Citibank, N.A. in effect from time to time from the date such payment was required to be satisfied paid to the date it is paid. Payment of the fees and expenses described in this Section 7.3 shall not directly attributable to a be in lieu of damages incurred in the event of willful breach of: (1)of this Agreement.

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d9.1(f) or by Section 9.1(g) then, provided that SIC was not in material breach of its representations, warranties, covenants or agreements hereunder at the Company pursuant to Section 7.1(g) then the Company shall time of termination, MDLY will pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business DaySIC, the next Business Day) as its sole recourse in connection with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its termsSection 9.1(f) or Section 9.1(g), as applicable, a fee in an Acquisition Proposal shall have been publicly announced and not withdrawn, amount equal to $5,350,000 (iithe “Termination Fee”). (b) thereafter, In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.1(h) and (iiior Section 9.1(i) within nine (9) months after such then, provided that MDLY was not in material breach of its representations, warranties, covenants or agreements hereunder at the time of termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall SIC will pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes MDLY, as its sole recourse in connection with termination of this Agreement in accordance with Section 7.3(b9.1(h) or Section 9.1(i), all references to 20% in as applicable, the definition of “Acquisition Transaction” shall be deemed to be references to 50%Termination Fee. (c) In the event that (i) prior to the MDLY Stockholder Meeting, a Third Party (the “MDLY Pre-Meeting Offeror”) makes a Competing Proposal to MDLY and/or its stockholders, or such Competing Proposal is otherwise publicly announced, and in each case such Competing Proposal not withdrawn prior to the MDLY Stockholder Meeting, (ii) this Agreement is validly terminated by either SIC or MDLY pursuant to Section 9.1(d)(i) (with respect to the failure to obtain MDLY Stockholder Approval), and (iii) within twelve (12) months following the date of such termination, MDLY consummates a Competing Proposal with the MDLY Pre-Meeting Offeror (provided that for purposes of this Section 9.4(c), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed references to “fifty percent (50%)”), MDLY will pay to SIC, as its sole recourse in connection with termination of this Agreement in accordance with Section 9.1(d)(i) (with respect to the failure to obtain MDLY Stockholder Approval), the Termination Fee. (d) In the event that (i) prior to the SIC Stockholder Meeting, a Third Party (the “SIC Pre-Meeting Offeror”) makes a Competing Proposal to SIC and/or its stockholders, or such Competing Proposal is otherwise publicly announced, and in each case such Competing Proposal not withdrawn prior to the SIC Stockholder Meeting, (ii) this Agreement is validly terminated by either SIC or MDLY pursuant to Section 9.1(d)(i) (with respect to the failure to obtain SIC Stockholder Approval), and (iii) within twelve (12) months following the date of such termination, SIC consummates a Competing Proposal with the SIC Pre-Meeting Offeror (provided that for purposes of this Section 9.4(d), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed references to “fifty percent (50%)”), SIC will pay to MDLY, as its sole recourse in connection with termination of this Agreement in accordance with Section 9.1(d)(i) (with respect to the failure to obtain SIC Stockholder Approval), the Termination Fee. (e) The Termination Fee, if applicable, shall be payable (i) no later than two Business Days after the date on which this Agreement is terminated byby SIC pursuant to Section 9.1(f) or by MDLY pursuant to Section 9.1(h), (ii) immediately prior to the time of termination by MDLY pursuant to Section 9.1(g) or by SIC pursuant to Section 9.1(i), (iii) pursuant to Section 9.4(c), within three (3) Business Days of the date on which MDLY consummates the Competing Proposal with the MDLY Pre-Meeting Offeror, and (iv) pursuant to Section 9.4(d), within three (3) Business Days of the date on which SIC consummates such Competing Proposal with the SIC Pre-Meeting Offeror. The parties hereto acknowledge and hereby agree that in no event shall any party be required to pay a Termination Fee on more than one occasion. (f) Each of the parties hereto acknowledges that (i) Parent pursuant to the agreements contained in this Section 7.1(b) and: (A) at the time of such termination, each 9.4 are an integral part of the Offer Conditions has been satisfied or waived transactions contemplated by this Agreement, (other than (1ii) the condition set forth Termination Fee is not a penalty, but is liquidated damages, in clause “(c)(viii)” a reasonable amount that will compensate the other party, in the circumstances in which the 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 Annex A the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (2iii) without these agreements, the condition set forth in clause “(c)(vii)” of Annex A due to the termination of parties would not enter into this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)Agreement.

Termination Fee. (ai) In the event that If this Agreement is terminated by Parent pursuant to Section 7.1(d(A) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b10.1(b)(i) and at a time when this Agreement could have been validly terminated pursuant to Section 10.1(c), or (iiiB) within nine (9) months after such terminationby Parent pursuant to Section 10.1(c), the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent in immediately available funds the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b)Fee, all references to 20% in the definition case of “Acquisition Transaction” shall be deemed to be references to 50%. a termination by Parent, within two (c2) In Business Days after such termination and, in the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) case of a termination by the Company, at the time of such termination. "Company Termination Fee" means $39,000,000.00 in cash. (ii) If this Agreement is terminated (A)(1) by Parent or the Company pursuant to Section 10.1(b)(ii) and prior to the taking of a vote to adopt this Agreement at the Company Shareholders Meeting an Acquisition Proposal (with 50% being substituted for references to 15% in the definition thereof for the purposes of this Section 11.4(b)(ii)) shall have been publicly disclosed for the first time after the date of this Agreement and shall not have been withdrawn, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due by Parent pursuant to the Section 10.1(e)(i) and prior to termination of this Agreement pursuant an Acquisition Proposal (with 50% being substituted for references to 15% in the definition thereof for the purposes of this Section 7.1(b11.4(b)(ii)); ) shall have been made and shall not have been withdrawn, and (B) prior to the failure first anniversary of the condition set forth date of such termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal or any Acquisition Proposal shall have been consummated, then the Company shall pay the Company Termination Fee to Parent in clause “immediately available funds within two (c)(vii2) Business Days after the occurrence of the last of the events described in clauses (A) and (B) of this Section 11.4(b)(ii)” of Annex A to be satisfied is not directly attributable to a breach of: (1).

Termination Fee. (a) In the event that: (i) (A) a bona fide proposal or offer with respect to a Competing Transaction shall have been made, proposed or communicated (and not withdrawn), after the date hereof and prior to the Shareholders’ Meeting (or prior to the termination of this Agreement if there has been no Shareholders’ Meeting), (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by the Company or Parent pursuant to Section 8.02(a) or Section 8.02(c), and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates, or enters into a definitive agreement in connection with, any Competing Transaction by a Third Party (in each case whether or not the Competing Transaction was the same Competing Transaction referred to in clause (A)) (provided that for purposes of this Section 8.06(a), all references to “15%” in the definition of “Competing Transaction” shall be deemed to be references to “100%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(d8.04; or (iii) or this Agreement is terminated by the Company pursuant to Section 7.1(g) 8.03(c), then the Company shall pay pay, or cause to be paid, to Parent or its designees an amount equal to US$340,000 (the “Company Termination Fee. The Company Termination Fee payable pursuant ”) by wire transfer of same day funds as promptly as possible (but in any event (x) within two (2) Business Days after such termination in the case of a termination referred to this Section 7.3(ain clause (ii) shall be paid no later than the second above, (2ndy) at least one (1) Business Day following termination pursuant prior to Section 7.1(d) and concurrently (or if as a condition of the consummation by the Company Acquisition Agreement is executed on of a day not Competing Transaction or entry by the Company into the definitive agreement in connection with a Business Day, Competing Transaction in the next Business Day) with any case of a termination pursuant referred to Section 7.1(g). (b) If in clause (i) after the date of this Agreement but above, or (z) prior to or concurrently with the termination of this Agreement in accordance with its termscase of a termination pursuant to clause (iii) above); it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (b) Parent will pay, or cause to be paid, to the Company an Acquisition Proposal shall have been publicly announced and not withdrawn, amount equal to US$680,000 (iithe “Parent Termination Fee”) thereafter, if this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.03(a) and or Section 8.03(b), such payment to be made as promptly as possible (iiibut in any event within five (5) within nine (9) months after Business Days following such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee termination by wire transfer of same-same day funds funds); it being understood that in no event shall Parent be required to pay the Parent Termination Fee on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%more than one occasion. (c) In Each of the event Company, Parent and Merger Sub acknowledges that this Agreement is terminated by (i) Parent pursuant to the agreements contained in this Section 7.1(b) and: (A) at the time of such termination, each 8.06 are an integral part of the Offer Conditions has been satisfied or waived Transactions, (other than (1ii) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 7.1(b8.06(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 Parent 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 (iii) without the agreements contained in this Section 8.06, the parties hereto would not have entered into this Agreement. (d) (i) Subject to Section 9.08, the Equity Commitment Letter and the Guarantee, in the event that Parent or Merger Sub fails to effect the Closing for any reason or no reason or they otherwise breach this Agreement or otherwise fail to perform hereunder, then the Company’s right to terminate this Agreement and receive the Parent Termination Fee pursuant to Section 8.06(b) and the guarantee of such obligations pursuant to the Guarantee (subject to their terms, conditions and limitations)); , shall be the sole and exclusive remedy of any Group Company and all members of the Company Group against (A) Parent, Merger Sub, the Guarantor, and the Sponsor, (B) the former, current and future direct or indirect holders of any equity, general or limited partnership or liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, stockholders, successors or assignees of Parent, Merger Sub, the Guarantor or the Sponsor, (C) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent, Merger Sub or any Guarantor or Sponsor, or (D) any former, current or future direct or indirect holders 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, stockholders, successors or assignees of any of the foregoing (clauses (A) through (D) of this Section 8.06(e), collectively, the “Parent Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the condition set forth in clause “(c)(vii)” of Annex A Merger or the other Transactions to be satisfied is not directly attributable consummated. For the avoidance of doubt, neither Parent nor any other member of the Parent Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions (including the Equity Commitment Letter and the Guarantee) other than the payment of the Parent Termination Fee pursuant to a breach of: Section 8.06(b), and the costs and expenses pursuant to Section 8.06(c), and in no event shall any Group Company, the 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, (1collectively, the “Company Group”) seek, or permit to be sought, on behalf of any member of the Company Group, any monetary damages from any member of the Parent Group in connection with this Agreement or any of the Transactions (including the Equity Commitment Letter and the Guarantee), other than (without duplication) from Parent or Merger Sub to the extent provided in Section 8.06(b) and Section 8.06(c), or the Guarantor to the extent provided in the Guarantee.

Termination Fee. (a) In the event that that: (i) (x) prior to the Effective Time and after the date hereof, any Person shall have made an Acquisition Proposal, which proposal has been publicly disclosed and not withdrawn, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal, (y) thereafter this Agreement is terminated by Parent any party pursuant to Section 7.1(d7.01(c) without the Granite Stockholder Approval having been obtained or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d7.01(d)(ii) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Dayz) with any termination pursuant to Section 7.1(g). (b) If (i) within one year after the date of this Agreement but prior to the termination of this Agreement Agreement, the Acquisition Proposal referred to in accordance Section 7.02(a)(i)(x) above or any Acquisition Proposal with its terms, an such Person making the Acquisition Proposal referred to in Section 7.02(a)(i)(x) above shall have been consummated or any definitive agreement with respect to such Acquisition Proposal shall have been publicly announced and not withdrawn, entered into (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all clause (z) the references to “20% %” in the definition of “Acquisition TransactionProposal” shall be deemed to be references to “50%.”); or (cii) In the event that this Agreement is terminated by by FNB pursuant to Section 7.01(b) (if such termination is based on a material breach of Section 5.04 or Section 5.08) or pursuant to Section 7.01(e); then Granite shall pay to FNB a termination fee of $450,000 (the “Termination Fee”) (A) in the case of clause (i) Parent pursuant to Section 7.1(b) and: (A) at above, one Business Day after the time of such termination, each earlier of the Offer Conditions has been satisfied execution of a definitive agreement with respect to, or waived the consummation of, any Acquisition Proposal referred to in sub-clause (other than (1i)(z) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and above, (B) in the failure case of a termination described in clause (ii) above, one Business Day after the delivery of the condition set forth in clause “(c)(vii)” written notice of Annex A termination required by Section 7.01. In no event shall Granite be required to be satisfied is not directly attributable to a breach of: (1)pay the Termination Fee on more than one occasion.

Termination Fee. (ai) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d(A) or by the Company pursuant to Section 7.1(g7.1(d)(ii) [Parent Adverse Recommendation Change] or Section 7.1(d)(iii) [Parent Material Breach of Non-Solicitation] or (B) Parent pursuant to Section 7.1(c)(iv) [Parent Superior Proposal], then Parent shall pay to the Company the Parent Termination Fee (x) in the case of clause (A), as promptly as possible (but in any event within three (3) Business Days following such termination, and (y) in the case of clause (B), prior to or concurrently with such termination. (ii) In the event that this Agreement is terminated by (A) Parent pursuant to Section 7.1(c)(ii) [Company Adverse Recommendation Change] or Section 7.1(c)(iii) [Company Material Breach of Non-Solicitation] or (B) the Company pursuant to Section 7.1(d)(iv) [Company Superior Proposal], then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a(x) shall be paid no later than in the second case of clause (2ndA), as promptly as possible (but in any event within three (3) Business Day Days) following termination pursuant such termination, and (y) in the case of clause (B), prior to Section 7.1(d) and or concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)such termination. (biii) If In the event that (iA) prior to the Company Stockholders’ Meeting, an Acquisition Proposal with respect to the Company is publicly proposed or publicly disclosed after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawnAgreement, (iiB) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b7.1(b)(i) [Termination Date] or Section 7.1(b)(iii) [No Company Stockholder Approval] or by Parent pursuant to Section 7.1(c)(i) [Company Breach], and (iiiC) concurrently with or within nine twelve (912) months after any such terminationtermination described in clause (B), the Company consummates an or any of the Company Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal or enters into an with respect to the Company (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Transaction that is subsequently consummated Proposal” for all purposes under this Section 7.3(b)(iii)), then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer as promptly as possible (but in any event within three (3) Business Days) following the earlier of same-day funds on the entry into such definitive agreement or consummation of such Acquisition Proposal. (iv) In the event that (A) prior to the Parent Stockholders’ Meeting, an Acquisition Proposal with respect to Parent is publicly proposed or publicly disclosed after the date such transaction is consummated; provided that solely for purposes of this Agreement, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.3(b7.1(b)(i) [Termination Date] or Section 7.1(b)(iv) [No Parent Stockholder Approval] or by the Company pursuant to Section 7.1(d)(i) [Parent Breach], and (C) concurrently with or within twelve (12) months after any such termination described in clause (B), all references Parent or any of the Parent Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to 20% Parent (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition TransactionProposal” for all purposes under this Section 7.3(b)(iv)), then Parent shall be deemed pay to be references to 50%the Company the Parent Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of such Acquisition Proposal. (cv) In the event that this Agreement is terminated by (i) Parent by either party pursuant to Section 7.1(b7.1(b)(i) and: (A) [Termination Date] and at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1A) the condition set forth in clause “(c)(viii)” of Annex A Company Stockholder Approval shall not have been obtained and (2B) the condition set forth in clause “(c)(vii)” of Annex A due Parent would have been permitted to the termination of terminate this Agreement pursuant to Section 7.1(b)); 7.1(c)(ii) [Company Adverse Recommendation Change] or Section 7.1(c)(iii) [Company Material Breach of Non-Solicitation], then the Company shall pay to Parent the Company Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (vi) In the event that this Agreement is terminated by either party pursuant to Section 7.1(b)(i) [Termination Date] and at the time of such termination, (A) the Parent Stockholder Approval shall not have been obtained and (B) the failure Company would have been permitted to terminate this Agreement pursuant to Section 7.1(d)(ii) [Parent Adverse Recommendation Change] or Section 7.1(d)(iii) [Parent Material Breach of Non-Solicitation], then Parent shall pay to the condition set forth Company the Parent Termination Fee as promptly as possible (but in clause “any event within three (c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: 3) Business Days) following such termination. (1)vii) As used in this Agreement:

Termination Fee. (a) In the event that (i) the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g), Parent terminates this Agreement pursuant to Section 7.1(h) or Parent terminates this Agreement as a result of the Company's material breach of Section 4.2, or (ii) Parent or the Company terminates this Agreement pursuant to Section 7.1(e) and within six months after such termination the Company shall have entered into a definitive agreement with any person (other than Parent or any of its affiliates) regarding a Takeover Proposal, or (iii) Company Stockholder Approval is not received and at the time of such termination or prior to the Company Stockholders' Meeting there shall have been a Takeover Proposal (whether or not such Takeover Proposal shall have been rejected or shall have been withdrawn prior to the time of such termination or of the Company Stockholders' Meeting), and the Company shall have entered into a definitive agreement with any person (other than Parent or any of its affiliates) with any person within one year of termination then the Company shall pay to Parent (by wire transfer of immediately available funds, and as a condition to termination in the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on case of a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)) a cash termination fee in an aggregate amount equal to (A) 3% of the product of the number of outstanding shares of Company Common Stock on a fully diluted basis (as though all options or other securities convertible into or exercisable or exchangeable for shares of Company Common Stock had been so converted, exercised or exchanged) on the date hereof, multiplied by $24.50, or, (B) if greater and if the Company enters into a definitive agreement with respect to a Takeover Proposal within six months following termination of this Agreement under Section 7.1(e), Section 7.1(f), Section 7.1(g), or Section 7.1(h), then 3% of the product of the number of outstanding shares of Company Common Stock on a fully diluted basis (as though all options or other securities convertible into or exercisable or exchangeable for shares of Company Common Stock had been so converted, exercised or exchanged) on the date such definitive agreement is executed, multiplied by the value per share of Company Common Stock of the consideration to be paid in such Takeover Proposal. If the Company is obligated to pay such termination fee pursuant to clause (i) of the preceding sentence, then the Company shall pay on account of such fee on the date of termination of this Agreement the fee calculated under clause (A) of the immediately preceding sentence, and, if the Company subsequently enters into a definitive agreement with respect to a Takeover Proposal within six months following termination of this Agreement, the Company shall immediately pay to Parent the amount, if any, by which the termination fee calculated under clause (B) of the immediately preceding sentence exceeds the termination fee calculated under clause (A) of the immediately preceding sentence. (b) If (i) after the date of this Agreement but prior to Upon the termination of this Agreement for one of the reasons set forth in accordance with its termsSection 7.5(a), an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee (by wire transfer of same-day funds immediately available funds), and as a condition to termination in the case of a termination pursuant to Section 7.1(g) hereof, a cash amount equal to 1% of the product of the number of outstanding shares of Company Common Stock on a fully diluted basis (as though all options or other securities convertible into or exercisable or exchangeable for shares of Company Common Stock had been so converted, exercised or exchanged) on the date such transaction is consummated; provided that solely for purposes hereof multiplied by $24.50 at the time of termination, to cover Parent's and Sub's legal, accounting, printing, investment banking and other costs, expenses and fees incurred in connection with the transactions contemplated by this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%Agreement. (c) In Upon the event that termination of this Agreement because Company Stockholder Approval is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) not received and at the time of such terminationtermination or prior to the Company Stockholders' Meeting there shall have been a Takeover Proposal, each the Company shall pay to Parent (by wire transfer of the Offer Conditions has been satisfied or waived (other than (1immediately available funds) the condition amount set forth in clause “Section 7.5(b) hereof, plus an amount equal to one-half of 1% of the product of the number of outstanding shares of Company Common Stock on a fully diluted basis (c)(viii)” as though all options or other securities convertible into or exercisable or exchangeable for shares of Annex A Company Common Stock had been so converted, exercised or exchanged) on the date hereof multiplied by $24.50 at the time of termination. If the fee required to be paid by this subsection (c) has been paid and thereafter the Company is required to pay amounts under subsection (a) and (2b) by reason of clause (iii) of subsection (a), then the condition set forth fee paid under this subsection (c) shall offset such amounts required to be paid by reason of such clause (iii) of subsection (a). (d) The Company agrees that the agreements contained in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); 7.5(a) and (B7.5(b) the failure are an integral part of the condition set forth transactions contemplated by this Agreement. If the Company fails to promptly pay Parent any fee due under Section 7.5(a) or 7.5(b), the Company shall pay the costs and expenses (including legal fees and expenses) in clause “(c)(vii)” connection with any action, including the filing of Annex A any lawsuit or other legal action, taken to be satisfied is not directly attributable to a breach of: (1)collect payment, together with interest on the amount of any unpaid fee at the publicly announced prime rate of Bankers Trust Company from the date such fee was first due.

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 Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(b7.01(b)(iii) (but only if the Stockholders’ Meeting has not been held prior to such time) or Section 7.01(b)(i) and (iiiC) within nine any person (9other than Parent Group or any of their respective affiliates) months after such terminationshall enter into a definitive agreement to consummate, the Company consummates or consummate, an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated with the Company within twelve (12) months following the termination of this Agreement, then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee Parent, by wire transfer of same-same day funds funds, a termination fee of US$50,000,000 (the “Termination Fee”) on the date such transaction is consummatedperson 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) below, the Company shall have no liability under this Agreement in the event that the Company pays Parent the Termination Fee; provided further, however, that solely for purposes the purpose of this Section 7.3(b7.02(b)(i)(y)(C), all the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 5.02, except that references to “more than 20% in the definition of “Acquisition Transaction%” shall be deemed to be references to “more than 50%.” (cii) In The Company acknowledges that the event that agreements contained in this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each 7.02 are an integral part of the Offer Conditions has been satisfied or waived (other than (1) transactions contemplated by this Agreement, that the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to 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 7.1(b)); and (B7.02(b)(i) the failure are reasonable forecasts of the condition set forth actual damages which may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Parent Group would not enter into this Agreement; accordingly, if the Company fails to promptly pay the Termination Fee, and, in clause “order to obtain such payments Parent Group commences a suit which results in a judgment against the Company for the Termination Fee, the Company shall pay to Parent Group its costs and expenses (c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)including reasonable attorney’s fees) in connection with such suit.

Termination Fee. In the event that (a) Parent or Purchaser terminates this Agreement pursuant to Section 8.1(f)(i) (other than as a result of a Change of Recommendation related to an Intervening Event), (b) the Company terminates this Agreement pursuant to Section 8.1(e)(i) or (c) (i) this Agreement is terminated pursuant to Section 8.1(d) or Section 8.1(f)(ii), (ii) any Person shall have publicly disclosed or shall have made known to the Company’s Board of Directors a bona fide Acquisition Proposal after the date hereof and prior to such termination, and (iii) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or consummated an Acquisition Proposal (provided that for purposes of this clause (iii) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”), then in each case, the Company shall pay, or cause to be paid, to Parent, concurrently with the time of termination in the case of a termination pursuant to Section 8.1(e)(i), as promptly as is reasonably practicable (but in no event later than two (2) Business Days) in the case of a termination pursuant to Section 8.1(f)(i) or concurrently with the consummation of the Acquisition Proposal referred to in subclause (c)(iii) of this Section 8.3, an amount (the “Termination Fee”) equal to $20,819,000. In the event that this Agreement is terminated by (i) Parent or Purchaser pursuant to Section 8.1(f)(i)(A) as a result of a Change of Recommendation related to an Intervening Event pursuant to Section 6.7(e)(ii) or (ii) the Company or Parent pursuant to Section 7.1(d8.1(d) or by and prior to the Company Stockholders Meeting the Company’s Board of Directors has made a Change of Recommendation related to an Intervening Event pursuant to Section 7.1(g) 6.7(e)(ii), then the Company shall pay pay, or cause to be paid, to Parent as promptly as is reasonably practicable (but in no event later than two (2) Business Days) an amount (the Company “Intervening Event Termination Fee”) equal to $32,030,000. The Company Except with respect to any fraud or willful and material breach of this Agreement by the Company, Parent’s receipt of full payment of the Termination Fee payable or Intervening Event Termination Fee pursuant to this Section 7.3(a) 8.3 shall be paid no later than the second (2nd) Business Day following exclusive remedy of Parent or Purchaser against the Company or any of its stockholders, partners, members, affiliates, directors, officers or agents for any loss suffered as a result of breach of this Agreement by the Company or the failure of the Merger to be consummated upon termination of this Agreement; provided, however, that nothing in this Section 8.3 shall limit the rights of Parent and Purchaser under Section 9.11. Each party hereto acknowledges that the agreements contained in this Section 8.3 and in Section 8.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other parties hereto would not enter into this Agreement; accordingly, if a party fails promptly to pay any amounts due pursuant to Section 7.1(d) and concurrently (8.3 or if the Company Acquisition Agreement is executed on a day not a Business Day8.4, and, in order to obtain such payment, the next Business Dayother party commences a suit that results in a judgment against such party for the amounts set forth in Section 8.3 or 8.4, as applicable, such party shall pay other party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with any termination such suit, together with interest on the amounts due pursuant to the applicable provisions of Section 7.1(g). (b) If (i) after 8.3 or 8.4, as applicable, from the date such payment was required to be made until the date of this Agreement but prior to payment at the termination of this Agreement prime lending rate as published in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds The Wall Street Journal in effect on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed payment was required to be references to 50%made. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (a) In the event that that: (i) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(d7.01(b)(iii) or Section 7.01(c)(i); provided that (A) a bona fide Takeover Proposal shall have been publicly made, publicly proposed or otherwise publicly communicated by a third party after the date of this Agreement (or in the case of a termination pursuant to Section 7.01(c)(i), made known to the Company) and prior to the time this Agreement is terminated and (B) within twelve months of the date this Agreement is terminated, the Company or any of its Subsidiaries consummates any Takeover Proposal or enters into a definitive agreement with respect to any Takeover Proposal and such Takeover Proposal is subsequently consummated (even if after such twelve-month period); provided that, the Takeover Proposal in clause (A) need not be bona fide if the Takeover Proposal that the Company ultimately so consummates is with the Person (or any of its Affiliates) that made the non-bona fide Takeover Proposal; provided further that for purposes of clauses (A) and (B) of this Section 7.03(a)(i), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”; or (ii) this Agreement is terminated (A) by Parent pursuant to Section 7.01(c)(ii) or (B) by the Company pursuant to Section 7.1(g7.01(d)(ii); then, in any such event under clause (i) then or (ii) of this Section 7.03(a), the Company shall pay pay, or cause to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Daypaid, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee to Parent or its designee by wire transfer of same-day funds on so long as Parent has provided the date Company with wire instructions for such transaction is consummated; provided that solely for purposes payment (x) in the case of this Section 7.3(b7.03(a)(ii)(A), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of within two business days after such termination, each (y) in the case of Section 7.03(a)(ii)(B), simultaneously with such termination or (z) in the case of Section 7.03(a)(i), within two business days after the consummation of the Offer Conditions has been satisfied Takeover Proposal referred to therein; it being understood that in no event shall the Company be required to pay or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A cause to be satisfied is not directly attributable to a breach of: (1)paid the Company Termination Fee on more than one occasion.

Termination Fee. (ai) In If (A) this Agreement is terminated by (1) either the event Company or Parent pursuant to Section 11.01(b)(i) without the Company Shareholder Approval having been obtained, (2) Parent pursuant to Section 11.01(b)(iii) (other than in the circumstances contemplated in the following Section 11.02(b)(ii)) or (3) Parent pursuant to Section 11.01(c)(ii), (B) prior to such termination, a bona fide Acquisition Proposal shall have been publicly announced or otherwise communicated to the Company Board, senior management of the Company or the Company’s shareholders (and not withdrawn at least two (2) business days prior to the Company Meeting), and (C) within 12 months of the date of such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above) (provided for the purposes of this clause, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “51%”), or (ii) if this Agreement is terminated by Parent pursuant to Section 7.1(d) 11.01(c)(i), or if this Agreement is terminated by the Company or Parent pursuant to Section 7.1(g11.01(b)(iii) then at a time when this Agreement was terminable by Parent pursuant to Section 11.01(c)(i), then, in each case listed in clauses (i) and (ii) above, the Company shall pay to Parent in immediately available funds $489,000,000 (the Company “Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a”), (x) shall be paid no later than in the second case of clause (2nd) ii), within one Business Day following after such termination pursuant to Section 7.1(dand (y) and concurrently (or if in the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If case of clause (i) after within one Business Day of the date earlier of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced entry into such definitive agreement and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time consummation of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)Acquisition Proposal.

Termination Fee. (a) In the event that of termination of this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then 7.1(h), the Company shall pay make payment to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following Purchaser of a termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)fee of $15,000,000. (b) If (i) after In the date event of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company Purchaser pursuant to Section 7.1(b) and (iii) within nine (9) months after 7.1(f), so long as at the time of such terminationtermination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay make payment to Parent the Company Termination Fee by wire transfer Purchaser of same-day funds on the date such transaction is consummated; provided that solely for purposes a termination fee of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%$15,000,000. (c) In the event that If (i) this Agreement is terminated by (iA) Parent by either party pursuant to Section 7.1(b7.1(b)(i) and: or (AB) by Purchaser pursuant to Section 7.1(e) if the breach giving rise to such termination was knowing or intentional, and (ii) at the time of such terminationtermination Purchaser is not in material breach of any representation, each 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 Offer Conditions date of termination (in the case of termination pursuant to Section 7.1(e)), an Acquisition Proposal has been satisfied publicly announced, disclosed or waived communicated and (other than iv) within twelve (112) months of such termination the condition Company shall consummate or enter into any agreement with respect to the Acquisition Proposal set forth in clause “(c)(viiiiii) of this Section 7.2(c)” , then the Company shall make payment to Purchaser of Annex A and a termination fee of $15,000,000. (d) The fee payable pursuant to Section 7.2(a) or (b) shall be made by wire transfer of immediately available funds at the time of termination. Any fee payable pursuant to Section 7.2(c) shall be made by wire transfer of immediately available funds within two (2) Business Days after notice of demand for payment. The Company and Purchaser acknowledge that the condition set forth agreements contained in clause “this Section 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Purchaser would not enter into this Agreement. The amount payable by the Company pursuant to Sections 7.2(a), (c)(vii)” b) or (c) constitutes liquidated damages and not a penalty and shall be the sole remedy of Annex A due to Purchaser in the event of termination of this Agreement pursuant to Section 7.1(b)); and (B) on the failure of the condition set forth bases specified in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)such sections.

Termination Fee. (a) In the event that that: (i) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(d7.01(b)(iii) (failure to receive the Company Stockholder Approval) or Section 7.01(c)(i) (failure to comply with Company representations and covenants); provided that (A) a Takeover Proposal shall have been publicly made, proposed or communicated by a third party after the date of this Agreement (or in the case of a termination pursuant to Section 7.01(c)(i), made known to the Company) and not withdrawn prior to the date of the Company Stockholders’ Meeting or the breach of this Agreement, as applicable, and (B) within twelve (12) months after the date this Agreement is terminated, the Company or any of its Subsidiaries consummates a Takeover Proposal or enters into a definitive agreement with respect to a Takeover Proposal (whether or not with the Person or Persons that made the Takeover Proposal referred to in clause (A)) and consummates such Takeover Proposal described in this clause (B); provided, however, that, (1) for purposes of clauses (A) and (B) of this Section 7.03(a)(i), the references to “twenty percent (20%)” in the definition of Takeover Proposal shall be deemed to be references to “fifty percent (50%)”, (2) with respect to a termination pursuant to Section 7.01(c)(i) (failure to comply with Company representations and covenants), such failure resulted from a Willful Breach by the Company and (3) if the purchase price and implied valuation of the Company provided for in such Takeover Proposal described in this clause (B) is less than that in the Takeover Proposal described in clause (A), then no Company Termination Fee shall be payable under this Section 7.03(a)(i) unless the Takeover Proposal in this clause (B) is with one or more of the Persons that made the Takeover Proposal described in clause (A) or one or more of their Affiliates; or (ii) this Agreement is terminated (A) by Parent pursuant to Section 7.01(c)(ii) (Adverse Recommendation Change) or (B) by the Company pursuant to Section 7.1(g7.01(d)(ii) then (entry into a Company Acquisition Agreement); then, in any such event under clause (i) or (ii) of this Section 7.03(a), the Company shall pay or cause to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee to Parent or its designee by wire transfer of same-day funds on so long as Parent has provided the date Company with wire instructions for such transaction is consummated; provided that solely for purposes payment (x) in the case of this Section 7.3(b7.03(a)(ii)(A), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. within two (c2) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of Business Days after such termination, each (y) in the case of Section 7.03(a)(ii)(B), substantially simultaneously with such termination (and in any event, not later than the Offer Conditions has been satisfied next Business Day, provided that such termination will not be effective until the date of such payment), or waived (other than (1z) in the condition set forth in clause “(c)(viiicase of Section 7.03(a)(i)” of Annex A and , within two (2) Business Days after the condition set forth consummation of the Takeover Proposal referred to in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) thereof; it being understood that in no event shall the failure of the condition set forth in clause “(c)(vii)” of Annex A Company be required to pay or cause to be satisfied is not directly attributable to a breach of: (1)paid the Company Termination Fee on more than one occasion.

Termination Fee. (a) In If, but only if, the event that this Agreement is terminated terminated: (i) by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 7.1(d8.1(d)(i) or by and (A) in the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following case of a termination pursuant to Section 7.1(d) 8.1(b)(i), the Parent Stockholder Approval shall have been obtained and concurrently (or if the Company Stockholder Approval shall not have been obtained prior to such termination, (B) in any such case the Company (x) receives or has received a Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) Proposal after the date of this Agreement but prior to Agreement, which proposal has been publicly announced and (y) within twelve (12) months of the termination of this Agreement Agreement, consummates a transaction regarding, or executes a definitive agreement which is later consummated with respect to, a Company Acquisition Proposal, and (C) in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company case of termination pursuant to Section 7.1(b) and (iii) within nine (9) months after 8.1(b)(iii), such termination, Company Acquisition Proposal has been withdrawn prior to the date of the Company consummates an Acquisition Proposal Stockholder Meeting (or enters into an Acquisition Transaction that is subsequently consummated any adjournment thereof), then concurrently with consummating such transaction the Company shall pay pay, or cause to be paid, to Parent a fee equal to $51,000,000 (the Company “Termination Fee Fee”) plus, if not previously paid pursuant to Section 8.3(a)(ii) below, the Expense Amount, by wire transfer of same-same day funds on to an account designated by Parent, not later than the date consummation of such transaction is consummatedarising from such Company Acquisition Proposal; provided provided, however, that solely for purposes of this Section 7.3(b8.3(a)(i), all the references to “twenty percent (20% %)” in the definition of “Company Acquisition Transaction” Proposal shall be deemed to be references to “fifty percent (50%)”; (ii) by either the Company or Parent pursuant to Section 8.1(b)(iii), the Company shall pay, or cause to be paid, to Parent the Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (iii) by either the Company or Parent pursuant to Section 8.1(b)(iv), then Parent shall pay, or cause to be paid, to the Company the Expense Amount (by wire transfer to an account designated by the Company) within two (2) Business Days of such termination; or (iv) by either the Company or Parent pursuant to Section 8.1(b)(iii), and the Company receives or has received a Company Acquisition Proposal after the date of this Agreement, which proposal has been publicly announced and not withdrawn prior to the date of the Company Stockholder Meeting and the Company Board did not make an Adverse Recommendation Change, if the Company subsequently enters into an acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement or other similar definitive agreement with respect to a Company Acquisition Proposal within twelve (12) months of the termination of this Agreement, the Company shall pay, or cause to be paid, to Parent the Termination Fee plus, if not previously paid pursuant to Section 8.3(a)(ii) above, the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of entering into any such definitive agreement; provided, however, that for purposes of this Section 8.3(a)(iv), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; or (v) by the Company pursuant to Section 8.1(c)(ii) then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent as a condition to the effectiveness of such termination; or (vi) by Parent pursuant to Section 8.1(d)(ii) , then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination. (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) under no circumstances shall the Company or Parent be required to pay the Termination Fee or Expense Amount, as applicable, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the party entitled to payment; and (ii) under no circumstances shall the Company or Parent be required to pay the Termination Fee or Expense Amount, as applicable, on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Payment is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company or Parent, as the case may be, in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, either the Company or Parent, as the case may be, commences a suit that results in a judgment against the other party for the payment of any amount set forth in this Section 8.3, such paying party shall pay the other party its costs and Expenses in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. (i) If one party to this Agreement (the “Termination Fee Payor”) is required to pay another party to this Agreement (the “Termination Fee Payee”) a Termination Payment, such Termination Payment shall be paid into escrow on the date such payment is required to be paid by the Termination Fee Payor pursuant to this Agreement by wire transfer of immediately available funds to an escrow account designated in accordance with this Section 8.3(d). In the event that this Agreement the Termination Fee Payor is terminated by obligated to pay the Termination Fee Payee the Termination Payment, the amount payable to the Termination Fee Payee in any tax year of the Termination Fee Payee shall not exceed the lesser of (i) Parent the Termination Payment of the Termination Fee Payee, and (ii) the sum of (A) the maximum amount that can be paid to the Termination Fee Payee without causing the Termination Fee Payee to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”) and the Termination Fee Payee has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in each case, as determined by the Termination Fee Payee’s independent accountants, plus (B) in the event the Termination Fee Payee receives either (x) a letter from the Termination Fee Payee’s counsel indicating that the Termination Fee Payee has received a ruling from the IRS as described below in this Section 8.3(d) or (y) an opinion from the Termination Fee Payee’s outside counsel as described below in this Section 8.3(d), an amount equal to the excess of the Termination Payment less the amount payable under clause (A) above. (ii) To secure the Termination Fee Payor’s obligation to pay these amounts, the Termination Fee Payor shall deposit into escrow an amount in cash equal to the Termination Payment with an escrow agent selected by the Termination Fee Payor on such terms (subject to this Section 8.3(d)) as shall be mutually agreed upon by the Termination Fee Payor, the Termination Fee Payee and the escrow agent. The payment or deposit into escrow of the Termination Payment pursuant to this Section 8.3(d) shall be made at the time the Termination Fee Payor is obligated to pay the Termination Fee Payee such amount pursuant to Section 7.1(b8.3 by wire transfer. The escrow agreement shall provide that the Termination Payment in escrow or any portion thereof shall not be released to the Termination Fee Payee unless the escrow agent receives any one or combination of the following: (i) and: a letter from the Termination Fee Payee’s independent accountants indicating the maximum amount that can be paid by the escrow agent to the Termination Fee Payee without causing the Termination Fee Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income and the Termination Fee Payee has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in which case the escrow agent shall release such amount to the Termination Fee Payee, or (ii) a letter from the Termination Fee Payee’s counsel indicating that (A) at the time of such termination, each Termination Fee Payee received a ruling from the IRS holding that the receipt by the Termination Fee Payee of the Offer Conditions has been satisfied Termination Payment would either constitute Qualifying Income or waived (other than (1would be excluded from gross income within the meaning of Sections 856(c)(2) the condition set forth in clause “(c)(viii)” of Annex A and (23) of the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and Code or (B) the failure Termination Fee Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Termination Fee Payee of the condition set forth Termination Payment should either constitute Qualifying Income or should be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in clause “which case the escrow agent shall release the remainder of the Termination Payment to the Termination Fee Payee. The Termination Fee Payor agrees to amend this Section 8.3(d) at the reasonable request of the Termination Fee Payee in order to (c)(viii) maximize the portion of the Termination Payment that may be distributed to the Termination Fee Payee hereunder without causing the Termination Fee Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (ii) improve the Termination Fee Payee’s chances of securing a favorable ruling described in this Section 8.3(d) or (iii) assist the Termination Fee Payee in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.3(d)” . Any amount of Annex A the Termination Payment that remains unpaid as of the end of a taxable year shall be paid as soon as possible during the following taxable year, subject to be satisfied the foregoing limitations of this Section 8.3(d), provided that the obligation of the Termination Fee Payor to pay the unpaid portion of the Termination Payment shall terminate on the December 31 following the date which is not directly attributable to a breach of: five (1)5) years from the date of this Agreement.

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (bi) If (ix) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (iiA) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b), (B) at or prior to the time of such termination a Company Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made, and (C) within 12 months after such termination the Company enters into a definitive agreement related to, or consummates, a Company Acquisition Transaction with any Person, or (y) this Agreement is terminated by Parent pursuant to Section 7.1(d), then, in the case of each of (x) and (iii) within nine (9) months after such terminationy), the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent Parent, in cash at the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% applicable time specified in the definition next two sentences, a nonrefundable fee in the amount of “Acquisition Transaction” shall be deemed $2,000,000 (in addition to any payment required to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent made pursuant to Section 7.1(b) and: (A) at 7.3(a), if any). In the time case of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b), the fee referred to in the previous sentence shall be paid by the Company upon the execution of such definitive agreement. In the case of termination of this Agreement by Parent pursuant to Section 7.1(d); and , the fee referred to in the first sentence of this Section 7.3(b)(i) shall be paid by the Company within two (B2) business days after such termination. (ii) The Company acknowledges that the failure agreements contained in this Section 7.3(b) are an integral part of the condition transaction contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in clause “this Section 7.3(b), the Company shall pay to Parent its costs and expenses (c)(vii)” including attorneys' fee and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of Annex A Citibank, N.A. in effect on the date such payment was required to be satisfied is made. Payment of the fees and expenses described in this Section 7.3 shall not directly attributable to a be in lieu of damages incurred in the event of willful breach of: (1)of this Agreement.

Termination Fee. (a) In consideration of the expenses and forgone opportunities of Purchaser, as a condition and inducement to Purchaser's willingness to enter into and perform this Agreement, provided that the Company has not validly terminated this Agreement pursuant to Section 7.1(d), the Company shall pay to Purchaser immediately upon demand a fee of $9,000,000 (the "Termination Fee") upon the earliest to occur of the following: (i) Purchaser terminates this Agreement pursuant to Section 7.1(c) or (d) and (A) the Board of Directors of the Company (1) shall have withdrawn, modified or amended in any respect its approval or recommendation of this Agreement or the transactions contemplated hereby, (2) shall not at the appropriate time have unanimously recommended or shall have withdrawn, modified or amended in any respect its recommendation that its stockholders vote in favor of the adoption of this Agreement, or (3) shall not have included such recommendation in the Proxy Statement, or (B) the Board of Directors of the Company shall have resolved to do any of the foregoing; or (ii) Purchaser terminates this Agreement pursuant to Section 7.1(g); (iii) the Company shall have (A) terminated this Agreement pursuant to Section 7.1(f), (B) entered into an agreement with a party other than Purchaser or an affiliate of Purchaser providing for an Acquisition Transaction described in Section 4.3(b)(i) through (iv) prior to the termination date of this Agreement, or (C) terminated this Agreement pursuant to Section 7.1(c) and any action or inaction described in Section 7.2(a)(i)(A) or (B) shall have occurred; or (iv) a tender or exchange offer for 15% or more of the outstanding shares of Company Common Stock is commenced (other than by Purchaser or an affiliate thereof) and the Company's Board of Directors recommends that shareholders of the Company tender their shares in such tender offer or fails to recommend that shareholders reject such tender offer within the ten (10) business day period specified in Rule 14e-2(a) under the Exchange Act. (b) In the event that this Agreement is terminated prior to the Effective Time for any reason other than (i) mutual agreement of the parties pursuant to Section 7.1(a), (ii) a valid termination by Parent either party pursuant to Section 7.1(b), (iii) a valid termination by Company pursuant to Section 7.1(d), or (iv) a valid termination by Purchaser pursuant to Section 7.1(d) or for a non-willfull breach, the Termination Fee, unless previously paid pursuant to Section 7.2(a), shall continue to be payable by the Company to Purchaser upon the consummation of any Acquisition Transaction that is entered into or announced during the 18-month period from and after the date hereof; provided, however, that if the termination is pursuant to Section 7.1(g) then 7.1(e), the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently payable only if such Acquisition Transaction is with a party (or if the Company an affiliate of a party) that had delivered a written proposal for, or otherwise engaged in activities relating to, an Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but Transaction prior to the termination date of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%Agreement. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (ai) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then 8.1(c)(ii), the Company shall pay or cause to be paid to or as directed by Parent a fee equal to 3.75% of the Company aggregate equity value of the Transaction as of the date hereof (the “Termination Fee. The Company Termination Fee payable pursuant ”), by wire transfer of immediately available funds to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (an account or if the Company Acquisition Agreement is executed on a day not a Business Dayaccounts designated in writing by Parent, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to or substantially concurrently with the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%Agreement. (cii) In the event that this Agreement is terminated byby the Company pursuant to Section 8.1(d)(ii), the Company shall pay or cause to be paid to or as directed by Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, prior to or substantially concurrent with the termination of this Agreement. (iiii) In the event that (A) (x) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(b)(iii), (y) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(a), Section 8.1(b)(i) or Section 8.1(b)(ii) without the Company Shareholder Approval having been obtained (and all other conditions set forth in Section 7.2 and Section 7.3 have been satisfied or were capable of being satisfied prior to such termination) or (z) this Agreement is terminated by Parent pursuant to Section 7.1(b8.1(c)(i) and: (A) at the time of such termination, each as a result of the Offer Conditions has Company’s fraud or willful and material breach of any provision of this Agreement and without the Company Shareholder Approval having been obtained (and all other conditions set forth in Section 7.2 have been satisfied or waived (other than (1) the condition set forth in clause “(c)(viiiwere capable of being satisfied prior to such termination)” of Annex A , and (2B) an Acquisition Proposal shall have been made known to senior management of the condition set forth in clause “Company or shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn by a date that is at least fifteen (c)(vii)” 15) Business Days prior to the Company Shareholder Meeting and (C) within twelve (12) months of Annex A due to the termination of this Agreement pursuant Agreement, the Company enters into a definitive agreement or consummates a transaction with respect to Section 7.1(b)); and an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to in clause (B) hereof), then the failure Company shall, on the earlier of the condition set forth in clause “(c)(vii)” date it enters into such definitive agreement and the date of Annex A consummation of such transaction, pay or cause to be satisfied is not directly attributable paid to a breach of: (1or as directed by Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent; provided, that for purposes of this Section 8.3(d)(iii), all references in the definition of Acquisition Proposal to “25%” shall instead refer to “50%”.

Termination Fee. (a) In the event that If this Agreement is shall be terminated by Parent pursuant to to: (i) Section 7.1(d7.1(b)(i), 7.1(b)(ii) or by 7.1(d)(i) and (x) at any time after the date hereof and before such termination a Takeover Proposal shall have been publicly announced or otherwise communicated to the Company’s Board of Directors and (y) within twelve (12) months of the termination of this Agreement, the Company pursuant enters into a definitive agreement with any third party with respect to a Takeover Proposal or any such transaction involving a Takeover Proposal is consummated; or (ii) Section 7.1(g7.1(c)(ii) or 7.1(d)(ii) hereof, then the Company shall pay to Parent (1) in the Company Termination Fee. The Company Termination Fee payable case of termination pursuant to clause (i) of this Section 7.3(a), upon the consummation of a transaction referenced in clause (y) shall be paid no later than thereof, (2) in the second (2nd) Business Day following case of termination pursuant to Section 7.1(d7.1(d)(ii), not later than the close of business on the Business Day following such termination, or (3) and concurrently (or if in the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any case of termination pursuant to Section 7.1(g7.1(c)(ii), on the date of such termination, pay Buyer a non-refundable fee in an amount equal to six million two hundred fifty thousand dollars ($6,250,000) (the “Termination Fee”), payable by wire transfer of immediately available funds to an account designated in writing to the Company by Buyer. For purposes of this paragraph (a), “Takeover Proposal” shall have the meaning assigned to such term in Section 9.1, except that all references to “15%” shall be changed to “35%”. (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated under any of the circumstances described in Section 7.3(a) (but with respect to Section 7.3(a)(i), without regard to whether any of the circumstances described in clause (y) thereof have occurred), the Company shall reimburse Buyer for all its documented out-of-pocket fees and expenses up to a maximum amount of $1,250,000 (including attorney’s fees and any commitment and other fees payable by Parent or Buyer under any financing commitment letter Buyer has secured) incurred in connection herewith and the transactions contemplated hereby (the “Company Expense Reimbursement Amount”), which reimbursement shall be made in cash by wire transfer of immediately available funds to an account designated in writing to the Company by Buyer, not later than the close of business on the fifth (5th) Business Day following such termination. Notwithstanding anything to the contrary in this Agreement, the parties hereby acknowledge that in the event that both the Termination Fee and the Company Expense Reimbursement Amount are paid by the Company pursuant to this Section 7.1(b) and (iii) within nine (9) months after such termination7.3, the Termination Fee and Company consummates an Acquisition Proposal Expense Reimbursement Amount shall be Buyer’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement. (c) If the Company fails to promptly pay the Termination Fee or enters into an Acquisition Transaction the Company Expense Reimbursement Amount, and, in order to obtain such payment Buyer commences a suit that is subsequently consummated then concurrently with consummating such transaction results in a judgment against the Company for the Termination Fee or the Company Expense Reimbursement Amount, the Company shall pay to Parent Buyer its costs and expenses (including attorney’s fees) in connection with such suit, together with interest on the Company amount of the Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due a rate equal to the termination of this Agreement pursuant prime rate announced from time to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)time by Wachovia Bank, National Association plus 3% per annum.

Termination Fee. (a) In the event that If this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) 7.1(d)(ii), then the Company shall pay to Parent (by wire transfer of immediately available funds), within two (2) Business Days after such termination, the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent (by wire transfer of immediately available funds), at or prior to such termination, the Termination Fee. (c) If this Agreement is terminated by the Company or Parent pursuant to (i) after Section 7.1(b)(i) and provided that the Company Shareholder Approval shall not have been obtained at the Company Shareholders’ Meeting (including any adjournment or postponement thereof) or (ii) Section 7.1(b)(iii) and, in the case of the immediately foregoing clauses (i) or (ii), (A) prior to such termination (in the case of termination pursuant to Section 7.1(b)(i)) or the Company Shareholders’ Meeting (in the case of termination pursuant to Section 7.1(b)(iii)), a Company Acquisition Proposal shall have been publicly disclosed and not withdrawn and (B) within twelve (12) months following the date of such termination of this Agreement but the Company shall have entered into a binding Company Acquisition Agreement (other than an Approved Confidentiality Agreement), or any Company Acquisition Proposal shall have been consummated (in each case whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal), then in any such event the Company shall pay to Parent (by wire transfer of immediately available funds), no later than two (2) Business Days following the consummation of such transaction, the Termination Fee. If a Person (other than Parent or its Affiliates) makes a Company Acquisition Proposal that has been publicly disclosed and subsequently withdrawn prior to the termination of this Agreement in accordance with Section 7.1(b)(i) or the Company Shareholders’ Meeting, as applicable, and, within twelve (12) months following the date of the termination of this Agreement, such Person or any of its termscontrolled Affiliates makes a Company Acquisition Proposal, an such initial Company Acquisition Proposal shall be deemed to have been publicly announced and “not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely ” for purposes of this Section 7.3(b7.3(c), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

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 Parent THL pursuant to Section 7.1(d8.04, (ii) or if this Agreement is terminated by the Company pursuant to Section 7.1(g‎Section 8.03(b) then or ‎Section 8.03(c), or (iii) if (A) this Agreement is terminated by either the Company shall pay or THL pursuant to Parent ‎Section 8.02(a) (except in the Company Termination Fee. The Company case that the THL Termination Fee is payable pursuant to this Section 7.3(a) shall be paid no later than the second ‎Section 8.06(b)(ii)), (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (iB) after the date of this Agreement but hereof and prior to the termination of this Agreement in accordance with its termsAgreement, an Acquisition Proposal shall have a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (iiC) thereafter, this Agreement is terminated by Parent or within twelve (12) months of such termination the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company or any of its Subsidiaries consummates an Acquisition Proposal or enters into an Acquisition any definitive agreement in connection with a Competing Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; (provided that solely for purposes of this Section 7.3(b‎Section 8.06(a), all references to “20% %” in the definition of “Acquisition Competing Transaction” shall be deemed to be references to “50%”). The Company Termination 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) THL will pay, or cause to be paid, to the Company an amount equal to US$60,000,000 (the “THL Termination Fee”) (i) if this Agreement is terminated by the Company pursuant to ‎Section 8.03(a) or ‎8.03(d) or (ii) if (x) this Agreement is terminated by the Company or THL pursuant to ‎Section 8.02(a) or ‎Section 8.02(b) (to the extent the relevant Order is imposed by applicable PRC Governmental Authority primarily relating to any PRC Regulatory Filing), (y) the condition set forth in ‎Section 7.01(a) (to the extent the relevant Order is imposed by applicable PRC Governmental Authority primarily relating to any PRC Regulatory Filing) 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, 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 has complied with its covenants in Section 6.06 with respect to relevant PRC Regulatory Filings in all material respects, such payment to be made as promptly as possible (but in any event within ten (10) Business Days) following such termination by wire transfer of same day funds; it being understood that in no event shall THL be required to pay the THL Termination Fee on more than one occasion. (c) 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 is terminated byAgreement, 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) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each agreements contained in this ‎Section 8.06 are an integral part of the Offer Conditions has been satisfied or waived Transactions, (other than (1ii) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the damages resulting from termination of this Agreement 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 7.1(b‎Section 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 (iii) without the agreements contained in this ‎Section 8.06, the parties hereto would not have entered into this Agreement. (e) Notwithstanding any other provision of this Agreement but subject to ‎Section 9.08, 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 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 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 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 ‎Section 9.08, (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 any circumstance in connection with this Agreement or any of the Transactions other than the payment of the THL Termination Fee pursuant to ‎Section 8.06(b) and the expenses pursuant to ‎Section 8.06(c), and (B) in no event shall any Group Company, the 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 sought, 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 condition set forth in clause “(c)(vii)” of Annex A Merger or the other Transactions to be satisfied is not directly attributable consummated (whether willfully, intentionally, unintentionally or otherwise). For the avoidance of doubt, without limitation to a breach of: THL’s and Parent’s remedies pursuant to ‎Section 9.08, (1A) 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 this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated byterminated: (i) Parent by either BB&T or Premier pursuant to Section 7.1(b7.1(e) and: and (A) at the time of such termination, each the meeting of the Offer Conditions has been satisfied Premier shareholders referred to in Section 5.1 (or waived at any adjournment thereof) a Premier Acquisition Proposal exists or (other than (1B) the condition set forth in clause “(c)(viii)” prior to such shareholders' meeting, Premier's Board of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due Directors shall have withdrawn its recommendation or refused to recommend to the termination shareholders of this Agreement Premier that they vote to approve the Plan of Merger; (ii) by BB&T pursuant to Section 7.1(g); or (iii) by BB&T pursuant to Section 7.1(b) or Section 7.1(c) (solely with respect to a breach by Premier of Section 5.9(k)); and ; (Biv) by Premier pursuant to Section 7.1(c) (solely with respect to the failure of the condition set forth in clause “(c)(vii)” of Annex A Section 6.2(f) to be satisfied is satisfied); (v) by Premier pursuant to Section 7.1(h) then Premier shall promptly, but in no event later than two business days after the date of such termination, pay to BB&T as compensation for the Merger not directly attributable becoming effective a termination fee equal to $10 million (the "Termination Fee") by wire transfer of immediately available funds. The Termination Fee shall be payable without regard to any expenses to be paid pursuant to Section 8.1. (b) Premier acknowledges that the agreements contained in Section 7.6(a) are an integral part of the transactions contemplated by this Agreement and that, without these agreements, BB&T would not enter into this Agreement; accordingly, if Premier fails promptly to pay any amount due pursuant to Section 7.6(a), and, in order to obtain such payment, BB&T commences a breach of: suit which results in a judgment against Premier for all or a substantial portion of the payment set forth in Section 7.6(a), Premier shall pay to BB&T its costs and expenses (1)including reasonable attorneys' fees) in connection with such suit, together with interest on the Premier Termination Fee from the date for payment until the date of such payment at the prime rate of Branch Banking and Trust Company in effect on the date such payment was required to be made plus two percentage points.

Termination Fee. (a) In If (i) the event that Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(c)(i), or (ii) or by the Company Parent terminates this Agreement pursuant to Section 7.1(g) 8.1(d)(i), then the Company shall pay to Parent $70,000,000 (such amount, the “Termination Fee”), at or prior to the time of termination in the case of such termination by the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second or as promptly as reasonably practicable (2ndand in any event within two (2) Business Day following Days) after termination pursuant to Section 7.1(d) and concurrently (or if in the Company Acquisition Agreement is executed on a case of such termination by Parent, payable by wire transfer of same day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)funds. (b) If (i) after either party terminates this Agreement pursuant to Section 8.1(b)(ii) and Section 8.3(d) below does not apply or Parent terminates this Agreement pursuant to Section 8.1(b)(iv), and if at the time of such termination an Alternative Proposal remains outstanding and (ii) the Company consummates a transaction agreement with respect to such Alternative Proposal within twelve (12) months of the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee as promptly as reasonably practicable (and in any event within two (2) Business Days) after such consummation, payable by wire transfer of same-same day funds on funds. Notwithstanding anything in this Agreement to the date such transaction is consummated; provided that solely contrary, for purposes of this Section 7.3(b8.3(b) and Section 8.3(c), all references to 20% in the definition of term “Acquisition TransactionAlternative Proposal” shall have the meaning assigned to such term in Section 1.1, except that the applicable percentages in clauses (i), (ii) and (iii) of such definition shall be deemed to be references to fifty percent (50%) rather than fifteen percent (15%). (c) In the event that If Parent terminates this Agreement pursuant to Section 8.1(d)(ii) and the breach or failure to perform referred to therein is terminated bya knowing breach or failure to perform, as the case may be, and (i) at the time of such breach an Alternative Proposal remains outstanding and (ii) the Company consummates a transaction agreement with respect to such Alternative Proposal within twelve (12) months of the date of such termination, then the Company shall pay to Parent the Termination Fee as promptly as reasonably practicable (and in any event within two (2) Business Days) after such consummation, payable by wire transfer of same day funds. (d) If (i) Parent terminates this Agreement pursuant to Section 7.1(b8.1(b)(ii) and: (A) and at the time of such termination, each (x) Parent or Merger Sub has breached or failed to perform any of its covenants or other agreements contained in this Agreement such that the Offer Conditions has been closing condition set forth in Section 7.3(a) would not be satisfied or waived (other than y) there exists a breach of any representation or warranty of Parent or Merger Sub contained in this Agreement such that the closing condition set forth in Section 7.3(b) would not be satisfied, (1ii) the Company terminates this Agreement pursuant to Section 8.1(b)(ii) and at the time of such termination the conditions in set forth Sections 7.1, 7.2(a), 7.2(b), 7.2(d), 7.2(e), 7.2(f) and 7.2(g) would be satisfied (provided that for purposes of this Section 8.3(d), the condition set forth in clause Section 7.2(e) shall be deemed to have been satisfied if the Persons set forth on Schedule 7.2(e) have indicated in writing their willingness to execute the Non-Competition Agreement simultaneously with the consummation of the Closing; provided further that such writing shall in no way be construed to give any operative effect to the Non-Competition Agreement), or (iii) the Company terminates this Agreement pursuant to Section 8.1(c)(ii) then, in any such case, Parent shall pay to the Company $70,000,000 (such amount, the “Parent Termination Fee”) as promptly as reasonably practicable (c)(viii)” of Annex A and in any event within two (2) Business Days) after termination, payable by wire transfer of same day funds. (e) Except to the condition set forth extent required by applicable Law, neither the Company nor Parent shall withhold any withholding taxes from any payment under this Section 8.3. Notwithstanding anything in clause “this Agreement to the contrary, (c)(vii)” i) Parent and Merger Sub agree that payment of Annex A due to the Termination Fee, if such payment is payable and actually paid, shall be the sole and exclusive remedy of Parent and Merger Sub upon the termination of this Agreement in the circumstances described in Sections 8.1(b), 8.1(c) and 8.1(d), and (ii) the Company agrees that payment of the Parent Termination Fee, if such payment is payable and actually paid, shall be the sole and exclusive monetary remedy of the Company upon the termination of this Agreement in the circumstances described in Sections 8.1(b) and 8.1(c). Under no circumstances shall the Termination Fee or the Parent Termination Fee be payable more than once pursuant to this Section 7.1(b)); and 8.3. (Bf) the failure Each of the condition set forth Company, Parent and Merger Sub acknowledges and agrees that the agreements contained in clause “this Section 8.3 are an integral part of the transactions contemplated by this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, or Parent shall fail to pay the Parent Termination Fee when due, the Company or Parent, as the case may be, shall reimburse the other party for all reasonable costs and expenses incurred or accrued by such other party (c)(vii)” including reasonable fees and expenses of Annex A to be satisfied is not directly attributable to a breach of: (1)counsel) in connection with the collection under and enforcement of this Section 8.3.

Termination Fee. (a) In the event that that: (i) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(d7.01(b)(i) (termination after the Outside Date), Section 7.01(b)(iii) (failure to receive the Company Stockholder Approval) or by the Section 7.01(c)(i) (breach of Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (Representations or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(gCovenants). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of termination the Offer Conditions has Company shall not have been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due entitled to the termination of terminate this Agreement pursuant to Section 7.1(b7.01(d)(iii)); and , (B) a bona fide Takeover Proposal shall have been (1) received by the failure Company or (2) publicly made, proposed or communicated by a third party, in the case of both clauses (1) and (2), after the date of this Agreement, and not withdrawn, or in the event of a termination pursuant to Section 7.01(b)(iii), not publicly withdrawn, at least three Business Days prior to the Company Stockholders’ Meeting and (C) within 9 months of the condition set forth date this Agreement is terminated, the Company (1) enters into a definitive agreement with respect to a Takeover Proposal and such Takeover Proposal is subsequently consummated (regardless of whether such consummation occurs within the 9 month period) or (2) consummates a Takeover Proposal; provided, that, for purposes of clauses (B) and (C) of this Section 7.03(a)(i), the references to “20%” in clause “(c)(vii)” the definition of Annex A Takeover Proposal shall be deemed to be satisfied references to “50%”; or (ii) this Agreement is not directly attributable terminated (A) by Parent pursuant to Section 7.01(c)(ii) (Adverse Recommendation Change) or (B) by the Company pursuant to Section 7.01(d)(ii) (entry into a breach of: Company Acquisition Agreement); then, in any such event under clause (1i) or (ii) of this Section 7.03(a), the Company shall pay or cause to be paid the applicable Company Termination Fee to Parent by wire transfer of same‑day funds to an account designated by Parent in writing (x) in the case of Section 7.03(a)(ii)(A), within five Business Days after such termination, (y) in the case of Section 7.03(a)(ii)(B), simultaneously with such termination or (z) in the case of Section 7.03(a)(i), within two Business Days after the consummation of the Takeover Proposal referred to therein; it being understood that in no event shall the Company be required to pay or cause to be paid the applicable Company Termination Fee on more than one occasion.

Termination Fee. (a) In the event The Purchaser agrees that if (i) this Agreement is terminated by Parent pursuant to Section 7.1(d13.1(d), (ii) or by as of the Company date on which Closing would have been required to take place pursuant to Section 7.1(g6.1, all conditions set forth in Section 5.3 have been satisfied in full, (iii) then the Company Sellers stood ready, willing and able to complete the Closing, then, the Purchaser shall pay to Parent the Company Company, as the exclusive remedy, fifty million Reais (R$ 50,000,000.00) (the “Termination Fee. The Company ”) in immediately available funds within two (2) Business Days of the date of such termination (it being understood that in no event shall the Purchaser be required to pay the Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later on more than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(gone occasion). (b) If Notwithstanding anything to the contrary in this Agreement, if Purchaser has breached this Agreement (whether willfully, intentionally, unintentionally or otherwise) or failed to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then, the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) for any breach, Loss or damage or failure to perform (including, without limitation, for any Loss of any kind suffered as a result of any breach of any representation, warranty, covenant or agreement hereunder or the failure of the Transaction to be consummated), shall be for the Sellers to (i) after the date of this Agreement but seek an order, specific performance or granted prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawnSection 16.12, (ii) thereafter, terminate this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b13.1(d), and, if applicable, pursuant to Section 13.3(a) and above, receive payment of the Termination Fee, or (iii) within nine (9terminate this Agreement pursuant to Section 13.1(a) months after such termination, and seek to recover monetary damages from the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummatedPurchaser; provided that solely for purposes in no event shall Purchaser be subject to monetary damages in excess of the amount of the Termination Fee in the aggregate. For the avoidance of doubt, none of the Purchaser’s former, current and future direct or indirect equityholders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners, incorporators, attorneys, advisors, lenders, assignees or representatives (each a “Related Party”) or any Related Party of a Related Party or the Debt Financing Sources will have any liability or obligation to any Person, including the Sellers, the Company, any shareholder of the Company or any of their Affiliates, relating to or arising out of this Section 7.3(bAgreement or the transactions contemplated hereby (and the abandonment or termination hereof), all references to 20% the Debt Financing contemplated by the Debt Commitment Letter or in the definition respect of “Acquisition Transaction” shall be deemed to be references to 50%any other document or theory of law or equity, in contract, in tort or otherwise. (c) In The Parties acknowledge and agree that the event that agreements contained in this Agreement is terminated bySection 13.3 and Section 16.12 are an integral part of the transactions contemplated by this Agreement, and that, without such agreements, they would not enter into this Agreement. (id) Parent pursuant For the avoidance of doubt, while the Sellers may pursue both a grant of specific performance to the extent permitted by Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A 16.12 and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this the Agreement pursuant to Section 7.1(b)); 13.1(d) and (B) the failure payment of the condition set forth in clause “(c)(viiTermination Fee pursuant to Section 13.3(a)” , under no circumstances shall the Sellers be permitted to seek or be entitled to receive both a grant of Annex A specific performance to be satisfied is not directly attributable require Purchaser to a breach of: (1)consummate the Closing and payment of the Termination Fee.

Termination Fee. (a) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 7.1(d)(i); (ii) (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal and thereafter, (B) this Agreement is terminated by Parent pursuant to Section 7.1(c)(i) and the Company’s breach or failure triggering termination shall have been willful, and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within twelve (12) months of the date this Agreement is terminated; provided, that for purposes of this Section 7.3(a)(ii), all references to 15% in the definition of “Takeover Proposal” shall be deemed to be 50%; (iii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iv) this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(b)(iii); then in any such event under clause (i), (ii), (iii) or (iv) of this Section 7.3(a), the Company shall pay to Parent a termination fee of $21,300,000 in cash (the “Termination Fee“). (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iv), Parent shall pay to the Company $5 million in cash in satisfaction of all expenses and other costs, including opportunity costs, incurred in connection with the transactions contemplated hereby; (c) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then Parent shall pay to the Company, in cash, all reasonable out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors and investment bankers), up to $1,000,000, incurred in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement or the transactions contemplated hereby. (d) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) 7.1(c)(i), then the Company shall pay to Parent Parent, in cash, all reasonable out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors and investment bankers), up to $1,000,000, incurred in connection with or related to the Company Termination Fee. The Company Termination Fee payable authorization, preparation, negotiation, execution and performance of this Agreement or the transactions contemplated hereby. (e) Any payment required to be made pursuant to this clause (i) of Section 7.3(a) shall be paid made to Parent in accordance with Section 7.1(d)(i); any payment required to be made pursuant to clause (ii) of Section 7.3(a) shall be made to Parent promptly following the earlier of the execution of a definitive agreement with respect to, or the consummation of, any transaction contemplated by a Takeover Proposal (and in any event no later than the second two (2nd2) Business Day Days after delivery to the Company of notice of demand for payment); and any payments required to be made pursuant to clauses (iii) or (iv) of Section 7.3(a) shall be made to Parent promptly following termination of this Agreement (and in any event no later than two (2) Business Days after delivery to the Company of notice of demand for payment). All such payments shall be made by wire transfer of immediately available funds to an account to be designated by Parent. Any payment required to be made pursuant to Section 7.1(d7.3(b) and concurrently (or if shall be made to the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to promptly following the termination of this Agreement in accordance with its terms, an Acquisition Proposal Agreement. All such payments shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee be made by wire transfer of same-day immediately available funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed an account to be references to 50%designated by the Company. (cf) In the event that this Agreement is terminated by (i) Parent a party shall fail to pay the Termination Fee required pursuant to this Section 7.1(b) and: (A) 7.3 when due, such fee shall accrue interest for the period commencing on the date such fee became past due, at a rate equal to the rate of interest publicly announced by Citibank, in the City of New York from time of to time during such terminationperiod, each as such bank’s Prime Lending Rate plus 2%. In addition, if a party shall fail to pay such fee when due, such party shall also pay all of the Offer Conditions has been satisfied or waived other party’s costs and expenses (including attorneys’ fees) in connection with efforts to collect such fee. The parties acknowledge that the Termination Fee and the other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination provisions of this Agreement pursuant to Section 7.1(b)); and (B) the failure 7.3 are an integral part of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is Transactions and that, without these agreements, the parties would not directly attributable to a breach of: (1)enter into this Agreement.

Termination Fee. (a) In If: (i) (A) this Agreement is validly terminated by Parent or the event Company pursuant to Section 7.1(b) or Section 7.1(d), (B) following the date of this Agreement and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced (and such Acquisition Proposal shall not have been withdrawn prior to the time of the termination of this Agreement), and (C) the Company consummates a Specified Acquisition Transaction within 12 months after such termination or the Company enters into a definitive agreement within 12 months after such termination providing for a Specified Acquisition Transaction that is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(d7.1(e); or (iii) or this Agreement is terminated by the Company pursuant to Section 7.1(g) 7.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to Parent be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $16,500,000 (the “Company Termination Fee”). The Any Company Termination Fee payable pursuant to shall be paid by the Company: (1) in the case of clause “(i)” of the preceding sentence of this Section 7.3(a), within two business days after the consummation of the Specified Acquisition Transaction; (2) shall be paid no later than in the second case of clause “(2nd) Business Day ii)” of the preceding sentence of this Section 7.3(a), within two business days following termination pursuant to of this Agreement; and (3) in the case of clause “(iii)” of the preceding sentence of this Section 7.1(d) and 7.3(a), concurrently (or if the Company Acquisition with a termination of this Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to under Section 7.1(g7.1(f). (b) If (i) after the date of this Agreement but prior is validly terminated by the Company pursuant to the termination of this Agreement in accordance with its termsSection 7.1(j), an Acquisition Proposal shall have been publicly announced and not withdrawn, or (ii) thereafter, this Agreement is validly terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after at such terminationtime the Expiration Time has been extended beyond the End Date pursuant to Section 1.1(d)(iv), the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company Parent shall pay to Parent the Company a termination fee in the amount of $25,000,000 (the “Parent Termination Fee by wire transfer Fee”), in the case of same-day funds on the date such transaction is consummated; provided that solely for purposes a termination of this Agreement by the Company pursuant to Section 7.3(b7.1(j), all references to 20% within two business days following the termination of this Agreement, and in the definition case of “Acquisition Transaction” shall be deemed a termination of this Agreement by Parent pursuant to be references to 50%Section 7.1(b), concurrently with such termination. (c) In Any Company Termination Fee due under Section 7.3(a) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. Any Parent Termination Fee due under Section 7.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by the event that this Agreement is terminated by Company. For the avoidance of doubt: (i) the Company Termination Fee shall be payable only once and not in duplication even though the Company Termination Fee may be payable under one or more provisions hereof; and (ii) the Parent pursuant Termination Fee shall be payable only once and not in duplication even though the Parent Termination Fee may be payable under one or more provisions hereof. Each of the parties acknowledges and agrees that neither the Parent Termination Fee nor the Company Termination Fee shall constitute a penalty but instead is liquidated damages in a reasonable amount that will compensate the party receiving such amount in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision (it being understood that nothing in this sentence shall limit the Company’s or Parent’s rights in the event of an intentional and material breach). If the Company fails to pay the Company Termination Fee when due or if Parent fails to pay the Parent Termination Fee when due, then the party that has failed to pay such amount shall also be required to pay to the other party 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 or the Company, as applicable) at a rate per annum equal to the “prime rate” (as published in the Wall Street Journal) in effect on the date such amount was originally required to be paid (any such interest payment, an “Interest Payment”). (d) While each of the Company and Parent may pursue both a grant of specific performance in accordance with Section 8.13 and the payment of the Parent Termination Fee or the Company Termination Fee, as applicable, under no circumstances shall the Company or Parent be permitted or entitled to receive both a grant of specific performance that results in the Acceptance Time or the Effective Time occurring and the Parent Termination Fee or the Company Termination Fee, as applicable. (e) Notwithstanding anything to the contrary in this Agreement, but subject to Section 7.1(b5.14(c), if Parent or Acquisition Sub breaches this Agreement (whether such breach is intentional and material, unintentional, willful or otherwise) or fails to perform any of its covenants, obligations or agreements hereunder (whether such failure is intentional and material, unintentional, willful or otherwise), the Company’s right to: (i) obtain an injunction, specific performance or other equitable relief in accordance with the terms and limitations of Section 8.13; or (ii) terminate this Agreement and: (A) receive the Parent Termination Fee in the circumstances under which such fee is payable pursuant to Section 7.3(b) (and any related Interest Payment); or (B) in any circumstance under which the Parent Termination Fee is not payable pursuant to Section 7.3(b), seek money damages from Parent in the event of Parent’s or Acquisition Sub’s intentional and material breach of any of their representations, warranties, covenants, obligations or agreements contained in this Agreement, shall be the sole and exclusive remedies (whether such remedies are sought in equity or at law, in contract, in tort or otherwise) of the time Company and the Company Related Parties against the Parent Related Parties or the Lender Related Parties for any losses, damages, costs, expenses, obligations or liabilities arising out of or related to this Agreement (or any breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement), the transactions contemplated by this Agreement (or any failure of such terminationtransactions to be consummated), each the Debt Commitment Letter and the financings contemplated therein (or any failure of such financings to be consummated) or in respect of any oral representations made or alleged to be made in connection with this Agreement, the Offer Conditions has been satisfied transactions contemplated by this Agreement, the Debt Commitment Letter or waived (other than the transactions contemplated therein. In no event shall: (1) the condition set forth Company or any other Company Related Party seek, directly or indirectly, to recover against any Parent Related Parties (other than Parent and Acquisition Sub) or Lender Related Parties, compel payment by any Parent Related Parties (other than Parent and Acquisition Sub) or Lender Related Parties of, any damages or other payments whatsoever or bring against any Parent Related Parties (other than Parent and Acquisition Sub) or Lender Related Parties any actions, claims or causes of action (whether such remedies are sought in equity or at law, in contract, in tort or otherwise), in each case in this clause “(c)(viii1)” arising out of Annex A or related to this Agreement (or any breach of any representation, warranty, covenant, agreement or obligation contained herein), the transactions contemplated by this Agreement (or any failure of such transactions to be consummated), the Debt Commitment Letter and the financings contemplated therein (or any failure of such financings to be consummated), or in respect of any oral representations made or alleged to be made in connection with this Agreement or the Debt Commitment Letter; or (2) Parent, Acquisition Sub or any other Parent Related Party seek, directly or indirectly, to recover against any Company Related Party (other than the condition set forth Company), compel payment by any Company Related Party (other than the Company) of, any damages or other payments whatsoever or bring against any Company Related Party (other than the Company) any action, claim or cause of action (whether any such remedy is sought in equity or at law, in contract, in tort or otherwise), in each case in this clause “(c)(vii2)” arising out of Annex A due or related to the termination of this Agreement pursuant to Section 7.1(b(or any breach of any representation, warranty, covenant, agreement or obligation contained herein)); and , the transactions contemplated by this Agreement (B) the or any failure of the condition set forth in clause “(c)(vii)” of Annex A such transactions to be satisfied is not directly attributable consummated), the Debt Commitment Letter and the financings contemplated therein (or any failure of such financings to a breach of: (1be consummated), or in respect of any oral representations made or alleged to be made in connection with this Agreement or the Debt Commitment Letter.

Termination Fee. (a) In the event that that: (i) (A) this Agreement is validly terminated by the Company or Parent pursuant to ‎Section 7.01(b)(i) (Termination after the Outside Date) or ‎Section 7.01(b)(iii) (Failure to receive the Company Stockholder Approval) or by Parent pursuant to Section 7.1(d‎Section 7.01(c)(i) or by the (Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second Breach), (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (iB) after the date of this Agreement but and prior to such valid termination of this Agreement, a Takeover Proposal shall have been publicly made or publicly proposed, or shall have been delivered to the Company or the Board of Directors of the Company (or a committee thereof), and has not been fully, unconditionally, irrevocably and publicly (to the extent publicly made or proposed) withdrawn prior to (1) the date that is at least ten (10) days prior to the Company Stockholders’ Meeting in the event of a termination pursuant to ‎Section 7.01(b)(iii) (Failure to receive the Company Stockholder Approval) or (2) termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced the event of a termination pursuant to ‎Section 7.01(b)(i) (Termination after the Outside Date) or ‎Section 7.01(c)(i) (Company Breach) and not withdrawn, (iiC) thereafter, within twelve (12) months of the date this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such terminationvalidly terminated, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction a written agreement providing for the consummation of any Takeover Proposal (it being understood that the consummation of such Takeover Proposal may (or may not) occur after the twelve (12)-month period after this Agreement is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction validly terminated) or any Takeover Proposal is consummated, in each case, regardless of whether or not such Takeover Proposal is with or from the same Person or Persons that made the Takeover Proposal under clause (B); provided that solely that, for purposes of clauses ‎(B) and ‎(C) of this Section 7.3(b‎Section 7.03(a)(i), all the references to “20% %” in the definition of “Acquisition Transaction” Takeover Proposal shall be deemed to be references to “50%.”; or (cii) In the event that this Agreement is validly terminated by (iA) by Parent pursuant to Section 7.1(b‎Section 7.01(c)(ii) and: (AAdverse Recommendation Change; Company Acquisition Agreement) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) by the failure of the condition set forth in clause “Company pursuant to ‎Section 7.01(d)(ii) (c)(viiSuperior Proposal)” of Annex A to be satisfied is not directly attributable to a breach of: (1);

Termination Fee. (a) In the event that this Agreement is terminated (a) by Parent the Company or Acquirer pursuant to Section 7.1(d7.1(b) or by following the Company pursuant to Section 7.1(g) then Extended Termination Date if, on the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following date of such termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after a Specified Circumstance exists, (ii) each of the conditions set forth in Sections 6.1(a), 6.1(b) (other than with respect to the Specified Circumstance), 6.3(a), 6.3(b), 6.3(e), 6.3(f), 6.3(g), 6.3(h), or 6.3(i) is satisfied or has been validly waived (other than the conditions that, by their terms, are intended to be satisfied at the Closing, which conditions, as of the date of this Agreement but prior such termination, only need to be capable of being satisfied at the termination Closing), and (iii) the Company has delivered to Acquirer written notice in which the Company has irrevocably waived the conditions to closing contained in each of Sections 6.1(b) and 6.1(c) and certified that it is ready and willing to close the First Merger (it being understood that if Acquirer wishes to terminate this Agreement in accordance with its termsthis Section 7.1(b), Acquirer shall notify the Company and provide the Company with a reasonable amount of time to deliver such certification prior to the termination by Acquirer); or (b) pursuant to Section 7.1(c) based on an Acquisition Proposal shall have been publicly announced Order arising as a result of a challenge by a Governmental Entity under any Antitrust Law in any Specified Jurisdiction, then Acquirer shall, within two Business Days after the date of such termination (such date, the “Termination Fee Due Date”), (i) pay or cause to be paid to the Company $1,000,000,000 in cash by wire transfer of same day funds (“Cash Termination Fee”) and not withdrawn, (ii) thereafterin Acquirer’s sole discretion, either (A) pay or cause to be paid to the Company another $1,000,000,000 in cash by wire transfer of same day funds or (B) cause a number of shares of Parent Common Stock equal to $1,000,000,000 divided by the Parent Stock Price for Termination to be issued to the Company (“Stock Termination Fee” and collectively, the “Termination Fee”); provided, however, that in the event of a termination by Acquirer under Section 7.1(b) after the Extended Termination Date, Acquirer shall not be obligated to pay the Termination Fee under this Section 7.3 if the Company’s failure to perform any covenant or agreement in Section 5.4(a), Section 5.4(b) or Section 5.4(d) was the principal cause of, or directly resulted in, the failure of the Closing to occur on or before the Extended Termination Date. In the event that Acquirer is required to pay the Termination Fee and the Stock Termination Fee consists of shares of Parent Common Stock, Acquirer shall file an immediately effective registration statement under the Securities Act of 1933 for the Company’s resale of the shares of Parent Common Stock required to be delivered as part of the Termination Fee according to the terms and subject to the conditions set forth on Schedule 7.3. Notwithstanding any other provision of this Agreement is terminated by Parent to the contrary, the Company’s sole and exclusive remedy if either Acquirer or the Company terminates this Agreement pursuant to Section 7.1(b) and (iii) within nine (9) months after such terminationthe Extended Termination Date or Section 7.1(c), shall be receipt of the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on in accordance with the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b)58 terms hereof, all references to 20% in and upon Acquirer’s or the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the Company’s termination of this Agreement pursuant to Section 7.1(b)); ) after the Extended Termination Date or Section 7.1(c) and receipt of the Termination Fee, the Company shall be precluded from any other remedy against Parent, Acquirer and their respective Affiliates at law or in equity or otherwise. Parent and the Company acknowledge that the agreements contained in this Section 7.3 are an integral part of the Agreement and the Transactions and that, without these agreements, neither (Bx) any of Parent, Acquirer or Merger Sub, on the one hand, nor (y) the failure Company, on the other hand, would enter into this Agreement. In the event that Parent shall fail to pay the Termination Fee required pursuant to this Section 7.3 when due, such Termination Fee, as the case may be, shall accrue interest (based on the aggregate value thereof) for the period commencing on the date such Termination Fee became past due, at the rate of interest per annum equal to the “Prime Rate” as set forth on the date such payment became past due in The Wall Street Journal “Money Rates” column. In addition, if Acquirer shall fail to pay such Termination Fee when due, Acquirer shall also pay to the Company, as applicable, all of the condition set forth Company’s costs and expenses (including attorneys’ fees) incurred by such other party in clause “(c)(vii)” of Annex A connection with efforts to be satisfied is not directly attributable to a breach of: (1)collect such Termination Fee.

Termination Fee. (ai) In the event that (A) this Agreement is terminated by (1) Parent pursuant to Section 7.1(d8.1(d) or by (2) the Company pursuant to Section 7.1(g8.1(e) or (B)(1) prior to the Acceptance Time, a Competing Proposal shall have been made directly to the stockholders of the Company generally or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional and whether or not withdrawn) to make a Competing Proposal, (2) thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(c) and (3) on or prior to the twelve (12) month anniversary of such termination, the Company enters into a definitive agreement with respect to a Competing Proposal or the transactions contemplated thereby are actually consummated, then the Company shall pay to Parent a fee of Thirty Five Million One Hundred Fifty Thousand Dollars ($35,150,000.00) (the Company “Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a”) shall be paid no later than on the second first business day following (2ndx) Business Day following termination pursuant to Section 7.1(din the case of a payment required by clause (A) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Dayabove, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement and (y) in accordance with its termsthe case of a payment required by clause (B) above, an Acquisition Proposal the date of the first to occur of the events referred to in clause (B)(3) (unless the events referred to in clause (B)(3) occurred prior to any termination referred to in clause (B)(2), in which case, the Termination Fee shall be payable on the date of such termination) and, in each case, upon the payment of the Termination Fee, the Company shall have been publicly announced and not withdrawn, no further liability with respect to this Agreement or the Transactions contemplated hereby to Parent or Purchaser. Table of Contents (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to For purposes of Section 7.1(b8.2(b)(i)(B)(3) and (iii) within nine (9) months after such terminationonly, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction term “Competing Proposal” shall have the meaning assigned to such term in Section 9.5, except that is subsequently consummated then concurrently with consummating such transaction the Company shall pay reference to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to “20% %” in the definition of “Acquisition TransactionCompeting Proposal” shall be deemed to be references a reference to 50“40%”. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee if: (i) Parent terminates this Agreement pursuant to Section 8.1(d)(ii) (provided that, if either the Company or Parent terminates this Agreement pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) at any time after Parent would have been permitted to terminate this agreement pursuant to Section 8.1(d)(ii), this Agreement shall be deemed terminated pursuant to Section 8.1(d)(ii) for purposes of this Section 8.3(a)(i)); (ii) (A) this Agreement is terminated pursuant to Section 8.1(d)(i), (B) after the date hereof, but prior to the date this Agreement is terminated, a third party has made and has not withdrawn prior to the date of termination, a Company Acquisition Proposal that has become known to the public and (C) within twelve (12) months of such termination, the Company enters into a definitive Contract to consummate any Company Acquisition Proposal or any Company Acquisition Proposal is consummated (provided that, for the purposes of this Section 8.3(a)(ii)(C) only, the term “Company Acquisition Proposal” shall have the meaning assigned to such term, except that all references to “twenty percent (20%)” therein shall be deemed to be references to “fifty percent (50%)”); or (iii) the Company terminates this Agreement pursuant to Section 8.1(c)(iii). (b) Parent shall pay to the Company the Parent Termination Fee if: (i) the Company terminates this Agreement pursuant to Section 8.1(c)(ii) (provided that, if either the Company or Parent terminates this Agreement pursuant to Section 8.1(b)(i) or Section 8.1(b)(ii) at any time after the Company would have been permitted to terminate this agreement pursuant to Section 8.1(c)(ii), this Agreement shall be deemed terminated pursuant to Section 8.1(c)(ii) for purposes of this Section 8.3(b)(i)); (ii) (A) this Agreement is terminated pursuant to Section 8.1(c)(i), (B) after the date hereof, but prior to the date this Agreement is terminated, a third party has made and has not withdrawn prior to the date of termination, a Parent Acquisition Proposal that has become known to the public and (C) within twelve (12) months of such termination, Parent enters into a definitive Contract to consummate any Parent Acquisition Proposal or any Parent Acquisition Proposal is consummated (provided that, for the purposes of Section 8.3(b)(ii)(C) only, the term “Parent Acquisition Proposal” shall have the meaning assigned to such term, except that all references to “twenty percent (20%)” therein shall be deemed to be references to “fifty percent (50%)”); or (iii) Parent terminates this Agreement pursuant to Section 8.1(d)(iii). (c) Any Company Termination Fee or Parent Termination Fee due under Section 8.3(a) or Section 8.3(b) shall be paid by wire transfer of same-day funds (i) in the case of Section 8.3(a)(i) or Section 8.3(b)(i) as promptly as practicable (and in no event more than five (5) Business Days) after the respective termination is delivered to the party obligated to make the payment, (ii) in the case of Section 8.3(a)(ii) or Section 8.3(b)(ii), on the date such transaction is consummated; provided that solely for purposes of this the first to occur of the events referred to in Section 7.3(b8.3(a)(ii)(C) or Section 8.3(b)(ii)(C), all references to 20% as applicable, and (iii) in the definition case of “Acquisition Transaction” shall be deemed to be references to 50%. (cSection 8.3(a)(iii) In the event that this Agreement is terminated by (i) Parent pursuant to or Section 7.1(b) and: (A8.3(b)(iii) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due prior to the termination of this Agreement. (d) Parent and the Company hereby acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the Transactions, and that, without these agreements, Parent and the Company would not have entered into this Agreement and that any amounts payable pursuant to this Section 8.3 do not constitute a penalty. Accordingly, if either party fails promptly to pay the amount due pursuant to Section 7.1(b8.3(a) or Section 8.3(b)); , as applicable, and, in order to obtain such payment, the other party commences an Action that results in an Order in its favor for such payment, the Company or Parent, as applicable, shall pay to the other party such payment and its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Action. Any amount not paid when due pursuant to this Section 8.3 shall bear interest, accruing from its due date, at an interest rate per annum equal to two (2) percentage points in excess of the prime rate in the United States quoted by The Wall Street Journal in effect on the date such payment was required to be made. (e) Each of the parties agrees and understands that (x) in no event shall the other party be required to pay the Company Termination Fee or the Parent Termination Fee, as applicable, on more than one occasion and (By) if Parent receives the failure of Company Termination Fee from the condition Company pursuant to this Section 8.3, or if the Company receives the Parent Termination Fee from Parent pursuant to this Section 8.3 (in each case, together with any applicable interest accrued thereon and the receiving party’s costs and expenses in connection with any Action as set forth in clause “(c)(viiSection 8.3(d)” ), such payment shall be the sole and exclusive remedy of Annex A the receiving party against the paying party and its Subsidiaries and their respective former, current or future partners, stockholders, managers, members, Affiliates and Representatives, and none of the paying party, any of its Subsidiaries or any of their respective former, current or future partners, stockholders, managers, members, Affiliates or Representatives shall have any further liability or obligation, in each case relating to be satisfied is not directly attributable to a breach of: (1)or arising out of this Agreement or the Transactions.

Termination Fee. (a) In the event that If this Agreement is terminated by Parent pursuant to Section 7.1(d) or by any of the Company pursuant to Section 7.1(g) then following provisions, the Company shall pay to Parent a fee equal to $200,000,000 (the “Termination Fee”), which Termination Fee shall be Parent’s sole remedy in respect of termination of this Agreement except in the case of any willful breach of this Agreement by the Company: (i) Sections 8.1(c)(ii) or (iii); (ii) Section 8.1(d)(ii); (iii) Section 8.1(b)(iii), provided that (A) after the date of this Agreement, any Person makes a Takeover Proposal or amends or reasserts a Takeover Proposal made prior to the date of this Agreement and such Takeover Proposal becomes publicly known prior to the Company Termination Fee. The Stockholders Meeting (and such Takeover Proposal shall not have been withdrawn at the time of the Company Termination Fee payable pursuant Stockholders Meeting), and (B) within twelve months after the date of such termination, the Company enters into a definitive agreement to consummate, or consummates, the transactions contemplated by a Takeover Proposal; and provided, further, that, solely for purposes of this Section 7.3(a) 8.3(a)(iii), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 6.5(e), except that all references to 15% shall be paid no later than the second changed to 40%; or (2ndiv) Business Day following Section 8.1(c)(i), provided, that such termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed based on a day not a Business Day, the next Business Day) with any termination pursuant to material breach of Section 7.1(g)6.2. (b) If (i) after the date of this Agreement but Company is required to pay Parent a Termination Fee, such Termination Fee shall be payable immediately prior to the termination of this Agreement in accordance with its termsthe event of termination by the Company, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated later than one Business Day after the receipt by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such terminationof a notice of termination from Parent in the event of termination by Parent, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee in each case by wire transfer of same-day immediately available funds to an account designated by Parent (except that, in the case of termination pursuant to Section 8.1(b)(iii), such payment shall be made on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) first to occur of the condition set forth events referred to in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(viiSection 8.3(a)(iii)” of Annex A to be satisfied is not directly attributable to a breach of: (1).

Termination Fee. (a) In addition to any other rights that the event Acquiror has under this Agreement and/or otherwise, the Company shall pay to the Acquiror $6,000,000 (the "Termination Fee") (it being understood that such fee is not intended as liquidated damages), if either: (i) this Agreement is terminated by Parent the Acquiror pursuant to (A) Section 8.01(b) with respect to a breach of Section 6.02 or 6.06 on the part of the Company or (B) Section 8.01(e), provided, however, that the Acquiror shall not be in material breach of any of its covenants or agreements contained in this Agreement such that the Company shall be entitled to terminate this Agreement pursuant to Section 7.1(d8.01(b); or (ii) or this Agreement is terminated by the Company pursuant to Section 7.1(g8.01(f); or (iii) then a Fee Payment Event shall have occurred prior to the occurrence of a Fee Termination Event; provided that the Company shall pay to Parent the Company Termination Fee. The Company has not previously paid a Termination Fee payable to the Acquiror pursuant to clause (i) or (ii) of this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g8.03(a). (b) If Each of the following shall be a "Fee Termination Event": (i) after the date of this Agreement but prior to the Effective Time; (ii) termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawnother than a Listed Termination, (ii) thereafter, this Agreement is terminated by Parent if such termination occurs prior to the occurrence of a Tolling Event; or the Company pursuant to Section 7.1(b) and (iii) within nine the passage of eighteen (918) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement if such termination follows the occurrence of a Tolling Event or is a Listed Termination. The term "Listed Termination" shall mean a termination by the Acquiror pursuant to Section 7.1(b8.01(b) (unless the breach giving rise to such right of termination is wholly not volitional on the part of Company, its Affiliates or representatives)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1).