Common use of Termination Fee Clause in Contracts

Termination Fee. (i) In the event that this Agreement is validly terminated by the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. 3.1 If the Merger is not consummated and the Parent Termination Fee becomes payable by Parent pursuant to Section 8.06(b) of the Merger Agreement, and any party hereto is a Defaulting Party (as defined below), notwithstanding anything provided under the Limited Guaranties, (a) the Defaulting Party shall be responsible for the entire Parent Termination Fee payable by Parent under Section 8.06(b) of the Merger Agreement and shall promptly pay an amount equal to the Parent Termination Fee to Parent by wire transfer of same day fund within one (1) Business Day following the termination of the Merger Agreement pursuant to Section 8.03(a) or Section 8.03(b) thereof; (b) in the event any of the Company’s fees and expenses shall become payable by Parent in accordance with Section 8.06(d) of the Merger Agreement, the Defaulting Party shall be responsible for all such fees and expenses payable by Parent; and (c) in the event that a Non-Defaulting Party’s (or the respective Guarantor’s) liabilities under the relevant Limited Guarantee become due and payable, the Defaulting Party shall indemnify such Non-Defaulting Party (or the respective Guarantor) in full for all payments made by, and all fees and out-of-pocket expenses incurred by, such Non-Defaulting Party (or the respective Guarantor) under such Limited Guarantee (the obligations of the Defaulting Party under this Section 3.1, collectively, the “Default Obligations”). If there is more than one Defaulting Party, each Defaulting Party shall be responsible for its Pro Rata Portion of the Default Obligations. A Defaulting Party’s “Pro Rata Portion” for the purposes of this Section 3.1 is a fraction, the numerator of which is such Defaulting Party’s Contemplated Ownership Percentage and the denominator of which is the aggregated Contemplated Ownership Percentage of all Defaulting Parties. 3.2 If the Merger is not consummated and the Parent Termination Fee becomes payable by Parent pursuant to Section 8.06(b) of the Merger Agreement, but no party is a Defaulting Party, then each party who (or whose Affiliate) also executes a Limited Guarantee shall be responsible for its (or its Affiliate’s) Guaranteed Percentage (as defined in the respective Limited Guarantee) of (i) In Parent Termination Fees under Section 8.06(b) and (ii) Company’s fees and expenses under Section 8.06(d) of the event that Merger Agreement ((i) and (ii) collectively, the “Guaranteed Obligations”) in accordance with and subject to the terms and conditions of the Limited Guarantee executed by such party. 3.3 A “Defaulting Party” is a party hereto, the failure of whom or whose Affiliate to perform its obligation under this Agreement or, to the extent it is validly terminated a party, the Support Agreement or the Equity Commitment Letter, results in the failure of the Merger to consummate. A “Non-Defaulting Party” is a party hereto who is not a Defaulting Party. 3.4 The parties shall be entitled to receive any termination, break-up or other fees or amounts payable to Parent by the Company pursuant to Section 7.1(h)the Merger Agreement, then the Company shall payto be allocated ratably in proportion to their respective Contemplated Ownership Percentages, within three (3) Business Day net of the notice costs and expenses incurred by the Consortium in connection with the Transaction, including the fees, expenses and disbursements of such termination Consortium Advisors retained by the Consortium (but other than fees and costs of this Agreement, any Separate Advisors who were retained by a termination fee party in accordance with Section 4.5 unless otherwise agreed to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreementin writing). (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (ia) If Buyer terminates this Agreement pursuant to Section 8.1(e) of this Agreement or Seller terminates this Agreement pursuant to Section 8.1(f) of this Agreement, then Seller shall, on the date of termination, pay to Buyer the sum of $4,500,000 (the “Termination Fee”). The Termination Fee shall be paid to Buyer in same day funds. Seller hereby waives any right to set-off or counterclaim against such amount. (b) In the event that this Agreement is validly terminated by (i) an Acquisition Proposal with respect to Seller shall have been communicated to or otherwise made known to the Company pursuant shareholders, senior management or Seller’s Board, or any Person shall have publicly announced an intention (whether or not conditional) to Section 7.1(h), then make an Acquisition Proposal with respect to Seller after the Company shall pay, within three (3) Business Day of the notice of such termination date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Seller or Buyer pursuant to Section 8.1(d) (if the Requisite Seller Shareholder Vote has not theretofore been obtained), (B) by Buyer pursuant to Section 8.1(b), or (C) by Seller or Buyer pursuant to Section 8.1(c)(iii), and (iii) prior to the date that is six (6) months after the date of such termination, Seller consummates an Acquisition Transaction or enters into an Acquisition Agreement, then Seller shall on the earlier of the date an Acquisition Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Buyer a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“the Termination Fee”) Fee in immediately available funds as liquidated damages and not as a penaltysame day funds. Seller hereby waives any right to set-off or counterclaim against such amount. (iic) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 Article 8 are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, the parties hereto they would not enter into this Agreement. (iii) Notwithstanding anything ; accordingly, if Seller fails to the contrary in this Agreement, in pay promptly any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee fee payable by it pursuant to this Section 7.2(b)8.3, then Seller shall pay to Buyer its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, together with interest on the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any amount of the BRPA Related Parties against fee at the Company or any other Company Related Party for any loss or damage suffered prime annual rate of interest (as a result of published in The Wall Street Journal) plus 2% as the failure of same is in effect from time to time from the Merger and the other transactions contemplated by date such payment was due under this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect until the date of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisepayment.

Termination Fee. (ia) In the event that If this Agreement is validly terminated by the Company Seller or Purchaser pursuant to Section 7.1(h9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the Company shall pay, within three (3) fifth Business Day of the notice of following such termination of this Agreementeither (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to BRPA irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in an amount equal this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to Ten Million Dollars the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $10,000,000) 2,300,000 (the “Seller Termination Fee”) in not later than the day of such termination, by wire transfer of immediately available funds as liquidated damages funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and not exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a penaltyresult of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (iic) The Parties acknowledge and hereby agree Each of the parties acknowledges that the Termination Feeagreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, if, as and when required that the amounts (if any) payable pursuant to Section 7.2(b), shall 9.03(a) or Section 9.03(b) are not constitute a penalty but will be rather constitute liquidated damages, damages in a reasonable amount that will compensate BRPA Purchaser or Seller, as applicable, in the circumstances in which it 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 Merger, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement hereby, and that, without these agreements, the parties hereto neither Purchaser nor Seller would not enter into this Agreement. (iii) Notwithstanding anything . Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the contrary Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this AgreementSection 9.03, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee such paying party shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and pay the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of with such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisesuit.

Termination Fee. (i) In Notwithstanding Section 11.3 above, in the event that there is a valid and effective termination of this Agreement is validly terminated by the Company Purchaser pursuant to Section 7.1(h11.1(e), (other than as a result of any breach of Section 8.8, Section 8.9 or Section 8.10 (in each case of Section 8.9 and Section 8.10, solely as it relates to any Consent set forth on Schedule 10.1(c)); then the Company shall paypay to Purchaser a termination fee equal to Two Million Three Hundred Thousand U.S. Dollars ($2,300,000), within three plus the Expenses actually incurred by or on behalf of Purchaser or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the Transactions, including any related SEC filings, the Registration Statement, the Proxy Statement, the Redemption and any PIPE Investment (3) Business Day such aggregate amount, the “Termination Fee”). The Termination Fee shall be paid by wire transfer of the notice of immediately available funds to an account designated in writing by Purchaser following such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible within five (5) Business Days after Purchaser delivers to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasionamount of such Expenses, along with reasonable documentation in connection therewith. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where the Termination Fee is payable, the payment of the Termination Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any circumstance claim for damages or any other claim which Purchaser would otherwise be entitled to assert against the Company, Pubco, Merger Sub, any Seller or any of their respective Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the Transactions and shall constitute the sole and exclusive remedy available to Purchaser, provided, that the foregoing shall not limit the rights of Purchaser to seek specific performance or other injunctive relief to consummate the Transactions in which lieu of (and not in addition to) of terminating this Agreement. For the avoidance of doubt, in the event this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure a breach of the Merger covenants in Section 8.8, Section 8.9 or Section 8.10 (solely as such Sections 8.9 and the other transactions contemplated by 8.10 relate to any Consent set forth on Schedule 10.1(c)) and a Termination Fee is not payable hereunder, nothing in this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith shall limit or otherwise prejudice Purchaser’s right to pursue any other remedies which Purchaser may have at law or in respect of any oral representation made or alleged equity including, but not limited to, the right to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseseek monetary damages.

Termination Fee. (i) In Section 39 of the event that this Agreement is validly terminated by hereby amended and restated in its entirety to read as follows: (a) Seller shall pay $2,000,000 (the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) to Buyer in the event that (i) Buyer terminates this Agreement pursuant to Section 25(f), or (ii) Buyer terminates this Agreement pursuant to Section 25(c) and Seller or Seller Parent subsequently enters into an agreement providing for, or consummates, an Alternative Transaction. Upon any of the events above, the payment of the amounts in this Section 39 shall be as promptly as reasonably practicable (in any event, within two (2) Business Days following such termination), by wire transfer in immediately available funds as liquidated damages and not as a penaltyto an account specified by Buyer in writing to Seller. (iib) The Parties acknowledge Seller shall pay actual and hereby agree that documented fees and expenses of Buyer relating to the Termination Fee, if, as execution and when required performance of this Agreement (including reasonable attorneys’ fees) if Buyer terminates this Agreement pursuant to Section 7.2(b25(b); provided, however, that if Seller or Seller Parent subsequently enters into an agreement providing for, or consummates, an Alternative Transaction, then Seller shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to also pay the Termination Fee on more than one (1to Buyer with the amount of such expenses previously paid by Seller to Buyer under this Section 39(b) occasion. Each applied as a credit toward the payment by Seller of the Companyamount of the Termination Fee. (c) Seller shall pay actual and documented fees and expenses of Buyer relating to the execution and performance of this Agreement (including reasonable attorneys’ fees) if Buyer terminates this Agreement (i) pursuant to Sections 25(g), BRPA or (ii) pursuant to Section 25(h) and Merger Sub Seller or Seller Parent subsequently enters into an agreement providing for, or consummates, an Alternative Transaction. (d) Seller acknowledges that the agreements contained in this Section 7.2 39 are an integral part of the transactions contemplated by this Agreement and Agreement, that, without these agreements, the parties hereto Buyer would not enter into this Agreement. (iiiAgreement and the amounts payable pursuant to Sections 39(a), 39(b) Notwithstanding anything and 39(c) are not liquidated damages. Buyer may only recover against Seller or Seller Parent under one of Sections 39(a), 39(b) or 39(c), even when more than one provision may be applicable, and the decision to recover against Seller and/or Seller Parent under Section 39 and the contrary subsequent decision regarding under which of Sections 39(a), 39(b) or 39(c) to recover shall be in Buyer’s sole and absolute discretion. Upon the occurrence of any of the events set forth in Sections 39(a), 39(b) or 39(c), Buyer shall be entitled to receive payment of the amounts pursuant to those sections, as well as, for any damages actually incurred by Buyer in excess of payments received by Buyer pursuant to Sections 39(a), 39(b) or 39(c), as the case may be, in the event Buyer, in its sole and absolute discretion, elects to recover against Seller and/or Seller Parent under Section 39. If Buyer seeks its remedies as set forth in this Section 39 of the Agreement, in and Seller and/or Seller Parent pays the amounts owing to Buyer under this Section 39, then Buyer will not have any circumstance in which right, equitable or otherwise, to require or otherwise compel Seller or Seller Parent to consummate the transactions contemplated by this Agreement is terminated and BRPA is paid Agreement. For the Termination Fee avoidance of doubt, the amount of damages that Buyer may recover from Seller and/or Seller Parent pursuant to this Section 7.2(b39 shall not be governed or limited by Section 20 of this Agreement, which Section 20 only applies to claims for indemnification made by Buyer, Seller or Seller Parent, if any, made by Buyer, Seller or Seller Parent following the Closing provided the Closing occurs. (e) If Seller fails to promptly pay any amount when due in accordance with the applicable requirements of Sections 39(a), the Termination Fee 39(b) and 39(c), and, in order to obtain such payments Buyer commences a suit that results in a judgment against Seller or Seller Parent for such amount, Seller shall be the sole pay to Buyer its costs and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered expenses (including reasonable attorney’s fees) in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of with such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisesuit.”

Termination Fee. Notwithstanding Section 9.3 above, in the event that there is a termination of this Agreement by the Purchaser pursuant to Section 9.1(e) or Section 9.1(f), the Company shall pay to the Purchaser a termination fee equal to the Expenses actually incurred by or on behalf of the Purchaser or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the transactions contemplated hereby, including any related SEC filings (i) the “Termination Fee”). In the event that there is a termination of this Agreement is validly terminated by the Company (and on behalf of the Sellers) pursuant to Section 7.1(h9.1(d) or Section 9.1(g), then the Purchaser shall pay to the Company shall pay, within three (3) Business Day of and the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay Sellers the Termination Fee equal to the Expenses actually incurred by or on more than one (1) occasion. Each behalf of the Company, BRPA the Sellers and Merger Sub acknowledges that any of their Affiliates. The Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing by the agreements contained Purchaser, or by the Company, within ten (10) Business Days after the notifying Party delivers to the other Party the amount of such Expenses, along with reasonable documentation in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) connection therewith. Notwithstanding anything to the contrary in this Agreement, in the Parties expressly acknowledge and agree that, with respect to any circumstance in which termination of this Agreement is terminated and BRPA is paid in circumstances where the Termination Fee pursuant to this Section 7.2(b)is payable, the payment of the Termination Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the Purchaser, or the Company and the Sellers, as the case may be, would otherwise be entitled to assert against the other Party or its Affiliates or any of its assets, or against any of its directors, officers, employees or shareholders with respect to this Agreement and the transactions contemplated hereby and shall be constitute the sole and exclusive monetary remedy of BRPAavailable to the notifying Party (or Parties), Merger Sub or any provided, that the foregoing shall not limit the rights of the BRPA Related Parties against the Company notifying Party (or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement Parties) to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate seek specific performance or other document delivered injunctive relief in connection herewith or otherwise or in respect lieu of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of terminating this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseAgreement.

Termination Fee. (ia) In the event that this Agreement is validly terminated by the Company Seller or Buyer pursuant to Section 7.1(h)9.1(b) (legal restraint) or Section 9.1(c) (upon reaching Outside Date) owing to the Required Regulatory Approvals not having been obtained, and all other conditions to Closing have been satisfied or are reasonably capable of being satisfied, and provided that Seller has, or has caused, its obligations in Sections 6.6(b) and 6.6(f) to be satisfied in all material respects, and at the time of termination any waiting periods under any Required Regulatory Approvals have not expired or otherwise terminated, in each case, then the Company shall payBuyer shall, promptly and in any event within three two (32) Business Day of the notice Days of such termination, pay Seller a non-refundable termination fee, without offset or reduction of this Agreementany kind, a termination fee to BRPA in an amount equal to Ten of One Hundred and Twenty-five Million Dollars ($10,000,000C$125,000,000) (the “Buyer Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree being understood that in no event shall the Company Buyer be required to pay the Buyer Termination Fee on more than one (1) occasion. Each Any amount that becomes payable pursuant to this Section 9.3(a) shall be paid by wire transfer of immediately available funds to an account or accounts that have been designated by Seller. Until such time as this Agreement is terminated in any of the Company, BRPA and Merger Sub acknowledges that the agreements contained circumstances described in this Section 7.2 are an integral part 9.3(a) and the Buyer Termination Fee is paid by or on behalf of Buyer in accordance therewith, nothing in this Section 9.3 shall prohibit Seller from seeking specific performance pursuant to, and on the terms and conditions set forth in, Section 12.7; provided that Seller shall not be entitled under any circumstances to obtain both a recovery of monetary damages in the form of the transactions contemplated Buyer Termination Fee (and any Interest Amount or Collection Costs recoverable by Seller pursuant to this Agreement Section 9.3(a)), and that, without these agreements, specific performance of the parties hereto would not enter into consummation of the Closing pursuant to this Agreement. (iiib) Notwithstanding anything In the event that the Buyer Termination Fee is paid to Seller pursuant to Section 9.3(a), Buyer shall not have any liability of any nature whatsoever to Seller or any other Person with respect to any breach of this Agreement or the failure of the Closing to occur, other than the liability of the Buyer to pay the Buyer Termination Fee in accordance with Section 9.3(a), as applicable or any amounts payable under this Section 9.3(b); provided, however, that, if Buyer fails to pay the Buyer Termination Fee when due (x) if, in order to obtain such payment, Seller commence a Proceeding that results in a judgment against ▇▇▇▇▇, Buyer shall reimburse Seller for its reasonable and documented, out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Proceeding (such amount, the “Collection Costs”) and (y) interest shall accrue on the Buyer Termination Fee from the date of termination of this Agreement at a rate per annum equal to the contrary prime rate as published in this Agreementthe Wall Street Journal, Eastern Edition, in any circumstance in which effect on the date of termination of this Agreement is terminated and BRPA (such amount, the “Interest Amount”). In the event that the Buyer Termination Fee is paid the Termination Fee to Seller pursuant to Section 9.3(a), Seller acknowledges and agrees that, other than with respect to amounts payable pursuant to this Section 7.2(b9.3(b) (including the Collection Costs and Interest Amount), payment by Buyer of the Buyer Termination Fee (and any Interest Amount or Collection Costs) shall be the sole and exclusive monetary remedy of BRPAremedy, Merger Sub or whether in any of the BRPA Related Parties against the Company individual, corporate or any other Company Related Party capacity, with respect to any and all claims relating (directly or indirectly) to the subject matter of this Agreement or the transactions contemplated hereby, regardless of the legal theory under which such material Liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, of Seller and any of its Affiliates, for any loss or damage material Liabilities suffered as a result of the failure any breach (whether willful, intentional, unintentional or otherwise) of the Merger and the other transactions contemplated by any representation, warranty, covenant or agreement in this Agreement to be consummated or for a breach ofAgreement, or failure related to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out subject matter of this Agreement or in respect the transactions contemplated hereby, against Buyer or any of representations made its Affiliates or alleged the failure (whether willful, intentional, unintentional or otherwise) of the transactions contemplated hereby to be made consummated and none of Seller or its Affiliates shall bring or permit any of their respective Affiliates to bring any Proceeding in connection herewith, whether in equity or at law, in contract, in tort or otherwisewith any such failure of the transactions contemplated hereby to be consummated.

Termination Fee. (ia) In the event that If this Agreement is validly terminated by Buyer or the Company pursuant to Section 7.1(h9.1(a)(iv) or Section 9.1(a)(v), then and, as of the Company shall paytime of such termination, within three the only conditions to Closing set forth in Article VIII that have not been satisfied (3) Business Day other than those conditions that by their nature are to be satisfied at the Closing, so long as such conditions would reasonably have been capable of being satisfied if the Closing were to occur on the date the notice of such termination of this Agreement, a termination fee to BRPA is delivered) are those set forth in an amount equal to Ten Million Dollars ($10,000,000Section 8.1(a) or Section 8.1(b) (“but in the case of Section 8.1(b), solely with respect to a Restraint or Law in respect of an Antitrust Law), then, within five (5) Business Days following such termination, Buyer shall cause to be paid to the Company the Termination Fee”. (b) in Any Termination Fee due and payable by Buyer under this Section 9.3 shall be paid by wire transfer of immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that to an account designated in writing by the Company. For the avoidance of doubt, the Termination Fee, if, as and when required pursuant to Section 7.2(b)applicable, shall be payable by Buyer only once and not constitute in duplication even though a penalty but will termination fee may be liquidated damages, in a reasonable amount that will compensate BRPA in payable by Buyer under one or more provisions hereof. (c) To 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, which amount would otherwise extent Buyer fails to pay (or fails to cause to be impossible paid) to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each when due in accordance with this Section 9.3 and the Company initiates a Proceeding against Buyer to recover such Termination Fee, if such Proceeding results in a judgment in favor of the Company, BRPA and Merger Sub acknowledges that Company for the agreements contained in this Section 7.2 are an integral part payment of the transactions contemplated Termination Fee, Buyer shall pay to the Company: (i) all reasonable out-of-pocket costs and expenses incurred by the Company in connection with the enforcement of its rights under this Agreement (including with respect to such Proceeding) and that(ii) interest on the unpaid Termination Fee from the date due under Section 9.3(a) until the date of payment at a rate of 10% per annum, without these agreements, the parties hereto would not enter into this Agreementaccruing daily. (iiid) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid The parties agree that if the Termination Fee pursuant to this Section 7.2(b)becomes payable by, the and is paid by, Buyer, then such Termination Fee shall be the Company’s and Seller’s and their respective Affiliates’ sole and exclusive monetary remedy of BRPAfor damages against Buyer, Merger Sub the Debt Financing Parties and their respective Affiliates and Applicable Representatives in connection with this Agreement, the Debt Financing, the financing commitments (and the termination thereof) thereunder and the transactions contemplated hereby and thereby (and the abandonment or termination thereof) or any matter forming the basis of such termination and in no event will the BRPA Related Parties against Company, the Company Seller or any other Company Related Party person seek to recover any other money damages or seek any other remedy based on a claim in law or equity for any loss or damage suffered as a result of reason in connection with this Agreement, the failure of Debt Financing, the Merger financing commitments (and the other termination thereof) thereunder and the transactions contemplated by this Agreement to be consummated hereby and thereby (and the abandonment or termination thereof) or any matter forming the basis of such termination; provided, that nothing contained herein shall relieve Buyer from liability for Fraud or for a breach ofany willful and material breach; provided, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, that none of the Company Related Debt Financing Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Debt Financing or the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination upon payment of such amount. (e) Each of the parties acknowledges that the agreements contained in respect this Section 9.3 are an integral part of representations made or alleged to be made in connection herewiththe transactions contemplated by this Agreement, whether in equity or at law, in contract, in tort or otherwiseand that without these agreements the parties would not enter into this Agreement.

Termination Fee. (i) In the event that of the termination of this Agreement is validly terminated by the Company pursuant to Section 7.1(h)Sections 11.1(e) if such material violation or breach by Parent was willful or intentional, then SKT shall have the Company shall payright either (i) to be paid, within three (3) Business Day of the notice of such termination of this Agreementor to direct payment to a designee, a termination fee to BRPA in an amount equal to Ten Million Dollars of $10,000,000 ($10,000,000) (the “Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. ), or (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required to exercise its rights to seek specific performance pursuant to Section 7.2(b13.12. Any Termination Fee due under the first sentence of this Section 11.3 shall be paid to SKT by wire transfer of same-day funds within two (2) business days following SKT’s providing notice to Parent of its election to receive the Termination Fee (the “Termination Fee Notice”), which Termination Fee Notice shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA delivered to Parent within five (5) business days following any termination by Parent giving rise to the payment obligation described in the circumstances in which it immediately preceding sentence. Notwithstanding anything contained herein to the contrary, including Article XII, if SKT delivers the Termination Fee Notice to Parent and the Termination Fee is payable for paid to SKT or its designee, then the efforts and resources expended and opportunities foregone while negotiating Company’s termination of this Agreement and in reliance on this Agreement and on the expectation receipt of the consummation payment of the Merger, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee SKT or its designee shall be the sole and exclusive monetary remedy of BRPAagainst Parent, Merger Sub or Virgin Opco and any of the BRPA Related Parties against the Company their respective Representatives, Affiliates, directors, officers, employees, partners, managers, members, or any other Company Related Party stockholders (each, a “Buyer Party”) for any loss or damage Damages suffered as a result of the breach of this Agreement or any representation, warranty, covenant or agreement contained herein by Parent or Virgin Opco or the failure of the Merger and the other transactions contemplated by this Agreement Exchange to be consummated or for a breach of, or failure to perform under, otherwise in connection with this Agreement or the transactions contemplated hereby (such Damages, collectively, “Company Damages”). In no event shall the Company or any certificate Sellers nor their respective Affiliates seek any Company Damages or any other document delivered recovery, judgment, or Damages of any kind, including consequential, indirect, or punitive Damages, against any Buyer Party in excess of the Termination Fee from any Buyer Party in connection herewith therewith in the event SKT delivers the Termination Fee Notice to Parent and the Termination Fee is paid to SKT or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewithits designee, and upon payment of in such amountsevent, none of the Company Related Parties Company, its Affiliates and its Subsidiaries shall have be precluded from any further liability other remedy against any Buyer Party at law or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at lawotherwise. For the avoidance of doubt, in contractthe event SKT delivers the Termination Fee Notice to Parent and the Termination Fee is paid to SKT or its designee, in tort or otherwisethe maximum aggregate liability of all Buyer Parties for all Company Damages shall be limited to the Termination Fee.

Termination Fee. (a) Barrick shall be entitled to a termination fee of $ 259.7 million (the "Termination Fee") upon the occurrence of any of the following events (each a "Termination Fee Event") which shall be paid by Placer Dome within the time specified in respect of each such Termination Fee Event: (i) In the Agreement is terminated pursuant to Section 7.1(g) as a result of (A) the Placer Dome Board of Directors or any committee thereof failing to publicly recommend or reaffirm the Offer within two calendar days (or, in the event that the Offer shall be scheduled to expire within such two calendar day period, prior to the scheduled expiry of the Offer) of any request from Barrick to do so, (B) the Placer Dome Board of Directors or any committee thereof withdrawing, modifying, changing or qualifying its approval or recommendation of this Agreement or the Offer in a manner adverse to Barrick, other than a termination pursuant to Section 7.1(g)(ii) arising solely as a result of (x) the circumstances described in Section 2.2(b)(i) or 2.2(b)(ii) or (y) a change (or any condition, event or development involving a prospective change) in the business, operations, assets, capitalization, properties, condition (financial or otherwise), licenses or permits, results of operations, rights or privileges (whether contractual or otherwise), prospects or liabilities (whether accrued, absolute, contingent or otherwise) of Barrick or any of the Barrick Subsidiaries that has occurred since the date hereof which, when considered either individually or in the aggregate, has resulted or would reasonably be expected to result in a Material Adverse Effect with respect to Barrick (provided that the Placer Dome Board of Directors shall have determined in good faith (after receipt of advice from its legal and financial advisors) that the failure of Placer Dome to withdraw, modify, change or qualify its approval or recommendation of this Agreement or the Offer would be inconsistent with its fiduciary duties); or (C) the Placer Dome Board of Directors or any committee thereof having approved or recommended or publicly proposed to approve or recommend any Superior Proposal, or as a result of Placer Dome failing to defer the separation time of the SRP Rights, in each of which cases the Termination Fee shall be paid to Barrick by 1:00 p.m. (Toronto time) on the first business day following such action or inaction; (ii) this Agreement shall have been terminated in accordance with Section 7.1(h) as a result of Placer Dome proposing to enter into a definitive agreement with respect to a Superior Proposal following Barrick having elected not to match a Superior Proposal in accordance with the terms of Section 6.2(f)(iv) in which case the Termination Fee shall be paid to Barrick by 1:00 p.m. (Toronto time) on the first business day following the day on which this Agreement is validly terminated by so terminated; (iii) the Company pursuant Offer is not completed in accordance with the conditions set out in Schedule A as a result of Placer Dome being in material default of any of its covenants or obligations contained in Section 6.2 of this Agreement, in which case the Termination Fee shall be paid to Section 7.1(h), then Barrick on the Company shall pay, within three (3) Business Day first business day following the expiry of the notice Offer; or (iv) on or after the date hereof and prior to the Expiry Time, an Acquisition Proposal is publicly announced or any person has publicly announced an intention to make such Acquisition Proposal, and such Acquisition Proposal either has been accepted or has not expired, been withdrawn or been publicly abandoned, and (A) the Offer is not completed as a result of the Minimum Tender Condition not having been met, and (B) such Acquisition Proposal is completed on or prior to September 30, 2006, in which case the Termination Fee shall be paid to Barrick on the earlier of the date that an Acquisition Proposal is entered into or agreed to or concurrently with the consummation of the Acquisition Proposal; provided, in each case, that Barrick is not in material default in the performance of its obligations under this Agreement. (b) The Termination Fee shall be paid by Placer Dome to Barrick by wire transfer in immediately available funds to an account specified by Barrick. For greater certainty, the obligations of Placer Dome under this Section 7.2 shall survive the termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penaltyregardless of the circumstances thereof. (iic) The Parties acknowledge and hereby agree Placer Dome acknowledges that the Termination Fee, if, as and when required pursuant to amount set out in Section 7.2(b), shall not constitute a penalty but will be liquidated damages, 7.2 in a reasonable amount that will compensate BRPA 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 respect of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each represents liquidated damages which are a genuine pre-estimate of the Companydamages, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and thatincluding opportunity costs, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub Barrick will suffer or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered incur as a result of the failure event giving rise to such damages and resultant termination of this Agreement, and is not a penalty. Placer Dome irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. (d) For greater certainty, Placer Dome shall not be obligated to make more than one payment under Section 7.2 if one or more of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseevents specified therein occurs.

Termination Fee. (a) Notwithstanding Section 10.2, (i) In the event that if this Agreement is validly terminated by the Company Buyer pursuant to Section 7.1(h10.1(a)(iv)(A), then the Company Seller Parent shall paypay to Buyer, within three (3) five Business Day of Days after the notice date of such termination of this Agreementtermination, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as penalty, a termination fee equal to $10,000,000 (the “Termination Fee”) by Wire Transfer and (ii) if this Agreement is terminated by Sellers pursuant to Section 10.1(a)(iv)(B), then Buyer shall pay, as liquidated damages and not as penalty, the Termination Fee to the Seller Representative on behalf of all Sellers by Wire Transfer within five Business Days after the date of such termination. The payment of the Termination Fee by Buyer will be the exclusive remedy of Sellers for Losses arising as a result of any actions taken as set forth on Schedule 6.1(B). Subject to the preceding sentence, the payment by any party of the Termination Fee shall not be an exclusive remedy for purposes of this Agreement and shall in no way limit any rights of the party receiving the Termination Fee from bringing any Claim with respect to any matter described in Section 10.2(i) or Section 10.2(ii) and receiving an award of any remedy with respect thereto; provided, however, that the amount of any damages award received by such party shall be reduced by the amount received by such party in respect of the Termination Fee (excluding any amount received pursuant to Section 10.3(b)). (iib) The Parties parties hereto acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other parties hereto would not enter have entered into this Agreement. (iii) Notwithstanding anything . Accordingly, if either party fails to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid pay the Termination Fee pursuant to when due under this Section 7.2(b)10.3 and the other party successfully obtains a judgment against such party for the amount of such Termination Fee, such non-breaching party will also be entitled to all reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of counsel, financial advisers, actuaries and accountants) incurred by such party in connection with such suit, together with interest on the amount of such judgment from the date the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement was first required to be consummated or for paid under this Section 10.3 to the date of actual payment at a breach of, or failure rate per annum equal to perform under, this Agreement or any certificate or other document delivered rate applicable to the prime rate published in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of The Wall Street Journal on the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged date the Termination Fee was first required to be made in connection herewithpaid under this Section 10.3 plus 4%, whether in equity or at law, in contract, in tort or otherwisecompounded quarterly.

Termination Fee. (ia) In Seller shall pay $1,000,000 (the event that this Agreement is validly terminated by the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) to Buyer in the event that (i) Buyer terminates this Agreement pursuant to Section 25(f) (as a result of a breach by Seller or Seller Parent of Section 40(a)), (ii) pursuant to Section 40(b) and Seller or Seller Parent subsequently enters into an agreement providing for, or consummates, an Alternative Transaction, or (iii) Buyer terminates this Agreement pursuant to Section 25(c), and Seller or Seller Parent subsequently enters into an agreement providing for, or consummates, an Alternative Transaction. Upon any of the events above, the payment of the amounts in this Section 39 shall be as promptly as reasonably practicable (in any event, within two (2) Business Days following such termination), by wire transfer in immediately available funds as liquidated damages to an account specified by Buyer in writing to Seller and not as a penaltyshall be the sole remedy available to such party for such termination of the Agreement. (iib) The Parties acknowledge Seller shall pay actual and hereby agree that documented fees and expenses of Buyer relating to the Termination Fee, if, as execution and when required performance of this Agreement (including reasonable attorneys’ fees) if Buyer terminates this Agreement pursuant to Section 7.2(b25(b); provided, however, that if Seller or Seller Parent subsequently enters into an agreement providing for, or consummates, an Alternative Transaction, then Seller shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to also pay the Termination Fee on more than one (1to Buyer with the amount of such expenses previously paid by Seller to Buyer under this Section 39(b) occasion. Each applied as a credit toward the payment by Seller of the Companyamount of the Termination Fee. (c) Seller shall pay actual and documented fees and expenses of Buyer relating to the execution and performance of this Agreement (including reasonable attorneys’ fees) if Buyer terminates this Agreement (i) pursuant to Sections 25(g), BRPA or (ii) pursuant to Section 25(h) and Merger Sub Seller or Seller Parent subsequently enters into an agreement providing for, or consummates, an Alternative Transaction. (d) Seller acknowledges that the agreements contained in this Section 7.2 39 are an integral part of the transactions contemplated by this Agreement, that the damages resulting from the termination of this Agreement under circumstances where a Termination Fee are payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to Sections 39(a) and 39(b) are reasonable forecasts of the actual damages which may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, the parties hereto Buyer would not enter into this Agreement. (iii) Notwithstanding anything ; accordingly, if Seller fails to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid promptly pay the Termination Fee pursuant to this Section 7.2(bwhen due in accordance with the applicable requirements of Sections 39(a) and 39(b), and, in order to obtain such payments Buyer commences a suit which results in a judgment against Seller or Seller Parent for the Termination Fee Fee, Seller shall be the sole pay to Buyer its costs and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered expenses (including reasonable attorney’s fees) in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of with such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisesuit.

Termination Fee. (a) If (i) In the event that this Agreement is validly terminated by other than with respect 10.01(c) and (ii) ListCo sells and issues Equity Securities during the Company pursuant to Section 7.1(h)Interim Period except for the Exempt Issuance, then the Company then, ListCo shall pay, or cause to be paid, to the Company, in cash at the time specified in the following sentence, a fee in the amount equal to the higher of (i) 70% of cash ListCo has as of the date of Termination by ListCo or the Company, as applicable, and (ii) $2,000,000 (“ListCo Termination Fee”). The ListCo Termination Fee shall be paid as follows within three ten (310) Business Day Days after the date of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars . ($10,000,000b) (“Any payment of the ListCo Termination Fee”) in Fee or the Collection Expenses shall be made by wire transfer of immediately available funds as liquidated damages and not as a penaltyto an account designated in writing by the Company. (iic) The Parties acknowledge agree and hereby agree understand that (i) in no event shall ListCo be required to pay, or cause to be paid, the ListCo Termination Fee, if, as Fee on more than one occasion and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that (ii) in no event shall the Company be required entitled, pursuant to pay this Section 10.03, to receive an amount greater than the ListCo Termination Fee on more than one (1) occasionplus any Collection Expenses. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, except in any circumstance in which this Agreement is terminated and BRPA is paid the case of fraud, (x) the Company’s receipt of the ListCo Termination Fee in the event such ListCo Termination Fee is due and payable pursuant to this Section 7.2(b)10.03(a) from, the Termination Fee or on behalf of, ListCo pursuant thereto, together with any Collection Expenses, shall be the sole and exclusive monetary remedy of BRPAthe Company against ListCo and its Group Companies and their respective former, Merger Sub current or future partners, stockholders, shareholders, managers, members, Affiliates and Representatives and none of ListCo, any of its Group Companies or any of the BRPA Related Parties against the Company their respective former, current or any other Company Related Party for any loss future partners, stockholders, shareholders, managers, members, Affiliates or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, and (y) if the Company receives any payments from, or on behalf of, ListCo, Merger Sub Inc. in respect of representations any breach of this Agreement and thereafter the Company receives the ListCo Termination Fee pursuant to this Section 10.03, the amount of such ListCo Termination Fee, as applicable, shall be reduced by the aggregate amount of such payments made by, or alleged on behalf of, ListCo in respect of any such breaches. The Parties acknowledge that the agreements contained in this Section 9.03 are an integral part of the Transactions, that, without these agreements, the Company would not enter into this Agreement and that any amounts payable pursuant to be made this Section 10.03 do not constitute a penalty. Accordingly, if ListCo fails to promptly pay any amount due pursuant to this Section 10.03, ListCo shall also pay any reasonable costs and expenses (including reasonable legal fees and expenses) incurred by the Company directly in connection herewithwith a legal action to enforce this Agreement that results in a judgment for such amount against ListCo (such costs and expenses of enforcement, whether “Collection Expenses”). (d) For avoidance of doubt, if (i) this Agreement is terminated and (ii) ListCo does not sell or issue Equity Securities during the Interim Period, except for the Exempt Issuance, each party hereto shall bear its own expenses incurred in equity or at lawconnection with this Agreement and the other Transaction Agreements and the transactions herein and therein contemplated, in contractincluding all fees of its legal counsel, in tort or otherwisefinancial advisers and accountants.

Termination Fee. (a) If under the following circumstances: (i) In the event that Seller terminates this Agreement is validly terminated by the Company pursuant to Section 7.1(h9.1(f) of this Agreement and within 12 months of such termination (A) an Acquisition Proposal or Acquisition Transaction has been announced with respect to any Seller Entity or (B) an Acquisition Agreement with respect to an Acquisition Transaction has been entered into with respect to Seller or any Seller Entity; or (ii) Buyer shall terminate this Agreement pursuant to 9.1(e)(i)-(iv); then Seller shall promptly pay to Buyer an amount equal to $350,000 (the "Termination Fee") upon the earlier of such announcement or the entry into such Acquisition Agreement or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its board of directors, then the Company shall pay, within three (3) Business Day other than a recommendation for approval of the notice Mergers; provided, however, that in connection with a termination pursuant to Section 9.1(e)(i) only, the Termination Fee shall be paid at the time of termination. Seller hereby waives any right to set-off or counterclaim against such amount. If the Termination Fee shall be payable pursuant to subsection (a)(i) of this Section 9.3, the Termination Fee shall be paid in same-day funds at or prior to the earliest of the date of consummation of such Acquisition Transaction, or the date of execution of an Acquisition Agreement with respect to such Acquisition Transaction or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its board of directors, other than a recommendation for approval of the Mergers. If the Termination Fee shall be payable pursuant to subsection (a)(ii) of this Section 9.3, the Termination Fee shall be paid in same-day funds upon the earlier of (i) the execution of an Acquisition Agreement with respect to such Acquisition Transaction or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its board of directors, other than a recommendation for approval of the Mergers or (ii) two business days from the date of termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (iib) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 Article 9 are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, the parties hereto they would not enter into this Agreement. (iii) Notwithstanding anything ; accordingly, if Seller fails to the contrary in this Agreement, in pay promptly any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee fee payable by it pursuant to this Section 7.2(b)9.3, then Seller shall pay to Buyer its reasonable costs and expenses (including reasonable attorneys' fees) in connection with collecting such Termination Fee, together with interest on the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any amount of the BRPA Related Parties against fee at the Company or any other Company Related Party for any loss or damage suffered prime annual rate of interest (as a result of published in The Wall Street Journal) plus 2% as the failure of same is in effect from time to time from the Merger and the other transactions contemplated by date such payment was due under this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect until the date of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisepayment.

Termination Fee. (ia) In Notwithstanding anything to the contrary set forth in Section 8.02, in the event that this Agreement is validly terminated (i) by the Company Obalon pursuant to Section 7.1(h8.01(b)(i) for breach of Section 6.09 or (ii) by Obalon or ReShape pursuant to Section 8.01(d)(v), then Obalon shall be entitled to a fee of $1,000,000 and Obalon and ReShape shall promptly submit joint written instructions to the Company shall pay, within three applicable escrow agent instructing it to distribute the amounts held in Escrow (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) to Obalon in immediately available funds as liquidated damages and not as a penaltyaccordance with the terms hereof. (iib) The Parties acknowledge and hereby agree Except as provided in Section 8.02, in the event that Obalon receives full payment of the Termination Fee, if, as and when required Fee pursuant to Section 7.2(b8.03(a) under circumstances where a Termination Fee was payable, the receipt of the Termination Fee shall be the sole and exclusive monetary remedy for any and all losses or damages suffered or incurred by Obalon, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Merger and the other transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination; provided that no such payment shall relieve any party of any liability or damages to any other party resulting from any intentional breach of any provision contained in this Agreement or for fraud. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that nothing in this Section 8.03 shall be deemed to affect their respective rights to specific performance hereunder in order to specifically enforce this Agreement. The parties acknowledge and agree that any payment of the Termination Fee is not constitute a penalty but will be is liquidated damages, damages in a reasonable amount that will is intended to compensate BRPA Obalon or Merger Sub in the circumstances in which it is such fees are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Mergertransactions contemplated hereby; provided, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree however, that in no event the case of intentional breach or fraud by ReShape, Obalon or Merger Sub shall be permitted to seek damages in excess of the Company Termination Fee. If ReShape fails to instruct the applicable escrow agent for timely payment of any amount due pursuant to Section 8.03(a) and, in order to obtain such payment, Obalon commences a suit that results in a judgment against ReShape for the amount set forth in Section 8.03(a), Obalon shall be entitled to interest on such amount at the prime rate of ▇.▇. ▇▇▇▇▇▇, N.A. in effect on the date such payment was required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreementbe made. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (ia) In the event that this Agreement is validly terminated by Seller or Buyer as a result of a breach by the Company pursuant other party of its representations, warranties, covenants or agreements under this Agreement (other than as subject to Section 7.1(hsubparagraph (b) below), then Seller or Buyer, as the Company case may be, shall paybe entitled to be paid by the breaching party a termination fee in the amount of $50,000,000. The termination fee shall constitute liquidated damages and shall be in full satisfaction of all rights of a non-breaching party; provided, within three however, that, in the event that (3i) Business Day the termination is a result of a breach by Buyer of its obligations to use its reasonable best efforts to consummate the notice transactions contemplated hereby, Seller also shall be entitled to bring a claim against Buyer for money damages; (ii) Buyer has raised at least $800 million in cash or Financing, or a combination thereof, for purposes of such funding the Purchase Price, Seller also shall have the right to seek specific performance of Buyer's obligations hereunder or (iii) the termination is a result of a breach by Seller of any of its obligations under this Agreement, a termination fee Buyer also shall have the right to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penaltyseek specific performance of Seller's obligations hereunder. (b) Schedule VIII hereto identifies which of the Required Consents (i) are required to be obtained by Buyer ("Buyer Consents"), (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be are required to pay the Termination Fee on more than one be obtained by Seller (1"Seller Consents") occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything are required to be obtained by Seller and Buyer jointly. In the contrary in this Agreement, in any circumstance in which event that this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered by Seller as a result of the failure by Buyer to obtain any Buyer Consent, or by Buyer, as a result of the Merger and failure by Seller to obtain any Seller Consent, the other transactions contemplated by this Agreement terminating party shall be entitled to be consummated or for paid by the party that failed to obtain the Consent a termination fee in the amount of $50,000,000; provided, however, that (i) in the event that the failure to obtain a Required Consent is a result of a breach ofby Buyer or Seller of its obligation to use its best efforts to obtain such Required Consent, then the terminating party also shall be entitled to bring a claim for money damages against the breaching party, and if available, to seek specific performance of the breaching party's obligations hereunder; provided, further, however, that Seller shall be entitled to seek specific performance of Buyer's obligations hereunder only if Buyer has raised at least $800 million in cash or Financing, or failure to perform undera combination thereof, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect for purposes of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of funding the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisePurchase Price.

Termination Fee. (iA) In the IF THIS AGREEMENT IS TERMINATED BY THE COMPANY PURSUANT TO SECTION 8.1(K), then in such event that this Agreement is validly terminated by the Company pursuant to shall pay Purchaser the Company Termination Fee in immediately available funds, in accordance with Section 7.1(h6.6(e). (B) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IF THE COMPANY TERMINATION FEE SHALL BECOME DUE AND PAYABLE IN ACCORDANCE WITH THIS SECTION 8.4, then the Company Termination Fee shall pay, within three (3) Business Day be the sole and exclusive remedy of Purchaser against the Company from and after such termination and payment of the notice Company Termination Fee in full pursuant to and in accordance with this Section 8.4, the Company shall have no further Liability of such any kind for any reason in connection with this Agreement or the termination contemplated hereby other than as set forth in Section 8.2 and this Section 8.4. Each of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The the Parties acknowledge and hereby agree acknowledges that the Company Termination Fee, if, as and when required pursuant Fee is not intended to Section 7.2(b), shall not constitute be a penalty but will be rather is liquidated damages, damages in a reasonable amount that will compensate BRPA Purchaser in the circumstances in which it such Company Termination Fee is payable due and 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 Mergertransactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in In no event shall Purchaser be entitled to payment of the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iiiC) Notwithstanding anything to the contrary in this AgreementEACH OF THE COMPANY, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b)PURCHASER AND MERGER SUB ACKNOWLEDGES THAT THE AGREEMENTS CONTAINED IN THIS SECTION ARE AN INTEGRAL PART OF THE TRANSACTIONS CONTEMPLATED HEREBY, the Termination Fee shall be the sole and exclusive monetary remedy of BRPAAND THAT, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach ofWITHOUT THESE AGREEMENTS, or failure to perform underTHE COMPANY, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisePURCHASER AND MERGER SUB WOULD NOT ENTER INTO THIS AGREEMENT.

Termination Fee. (ia) In the event that this Agreement is validly terminated by the Company Verizon pursuant to Section 7.1(h12.1(f), then the Company Acquiror shall paypay to Verizon, within three (3) Business Day on behalf of the notice of such termination of this AgreementVerizon Parties, the Verizon Lessors and the Sale Site Subsidiaries, a termination fee to BRPA in an amount equal to Ten Million Dollars $353,920,000.00 ($10,000,000) (the “Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree being understood that in no event shall the Company Acquiror be required to pay the Termination Fee on more than one (1) occasion. Each Any amount due under this Section 12.3(a) shall be paid by wire transfer of same-day funds to an account provided in writing by Verizon to Acquiror within two (2) Business Days of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part date of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreementsuch termination. (iiib) Notwithstanding anything to In the contrary in this Agreementevent Verizon, in any circumstance in which this Agreement is terminated on behalf of the Verizon Parties, the Verizon Lessors and BRPA is paid the Sale Site Subsidiaries, receives full payment of the Termination Fee pursuant to this Section 7.2(b12.3(a), the receipt by Verizon of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Verizon Parties, the Verizon Lessors and the Sale Site Subsidiaries in connection with this Agreement, the Collateral Agreements, the Debt Financing Commitment, the transactions contemplated hereof and thereof, the termination hereof and thereof, and any matter forming the basis for such termination, and none of the Verizon Parties, the Verizon Lessors and the Sale Site Subsidiaries or their Affiliates shall be entitled to bring or maintain any Claim, action or proceeding against Acquiror or the Tower Operator or their Affiliates or any Debt Financing Source arising out of or in connection with this Agreement, the Collateral Agreements, the Debt Financing Commitment, the transactions contemplated hereof and thereof, or the termination hereof and thereof. (c) The Parties agree that prior to the Initial Closing, the payment of the Termination Fee shall be the sole and exclusive monetary remedy of BRPAavailable to the Verizon Parties, Merger Sub or any of the BRPA Related Parties against Verizon Lessors and the Company or any other Company Related Party Sale Site Subsidiaries for any loss or damage and all Claims suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a any breach of, or failure to perform underhereunder, which fee shall become due and payable only in the event this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged is terminated pursuant to have been made in connection herewith or therewithSection 12.1(f), and upon payment of such amountsthe Termination Fee, none of Acquiror, the Company Related Parties Tower Operator and any of their Affiliates or Representatives shall have any further liability or obligation to any other Party or its Affiliates relating to or arising out of this Agreement or in respect of representations made any Collateral Agreement or alleged to be made in connection herewiththeory of Law or equity, whether in equity or at lawLaw, in contract, in tort or otherwise. For the avoidance of doubt, while Verizon may pursue both a grant of specific performance and the payment of the Termination Fee, Acquiror shall not be obligated to both specifically perform the terms of this Agreement and pay the Termination Fee. The Parties acknowledge that the agreements contained in this Section 12.3 are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not have entered into this Agreement. Accordingly, if Acquiror fails to timely pay the Termination Fee as required hereby and, in order to obtain the payment of the Termination Fee, Verizon commences an action or suit which results in a judgment against Acquiror for the payment of the Termination Fee, Acquiror shall pay Verizon its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) in connection with such action or suit, together with interest thereon at the prime rate (as published in the Wall Street Journal) in effect on the date payment of the Termination Fee was required to be made through the date such payment was actually received by Verizon.

Termination Fee. (a) If (i) In the event that Company and the Representative terminate this Agreement is validly terminated by the Company pursuant to Section 7.1(h10.01(c) or Section 10.01(g), (ii) the Company and Representative terminate this Agreement pursuant to Section 10.01(f) at a time when the Company and the Representative would have been permitted to terminate this Agreement pursuant to Section 10.01(g), or (iii) the Purchaser terminates this Agreement pursuant to Section 10.01(e) at a time when the Company and the Representative would have been permitted to terminate this Agreement pursuant to Section 10.01(g), then the Purchaser shall pay to the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars $45,000,000 ($10,000,000) (the “Purchaser Termination Fee”) in ), by wire transfer of immediately available funds as liquidated damages and not as a penalty. to one or more accounts designated in writing by the Representative within five (ii5) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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 Business Days of the consummation date of the Merger, which amount would otherwise be impossible to calculate with precisionsuch termination. The Parties acknowledge and hereby agree that in In no event shall the Company Purchaser be required to pay or to cause to be paid the Purchaser Termination Fee on more than one (1) occasion. Each occasion whether or not the Purchaser Termination Fee may be payable at different times or upon the occurrence of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreementdifferent events. (iiib) Each party hereto confirms that each event or circumstance giving rise to the obligation to pay the Purchaser Termination Fee would cause significant damage to the Sellers, the Company and their respective Affiliates that would be inherently difficult to quantify and prove, and that the Purchaser Termination Fee provided for hereunder is intended to provide fair compensation in response to that damage, is not intended to be punitive, and is reasonable in amount in relation to the circumstances under which it would become payable. In the circumstances in which the Purchaser Termination Fee is payable in accordance with Section 10.03(a), the Company’s receipt of the Purchaser Termination Fee from the Purchaser pursuant to Section 10.03(a) shall be deemed to be liquidated damages and not a penalty. (c) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which the event that this Agreement is terminated and BRPA is paid pursuant to Section 10.01, the rights of the applicable parties under the Confidentiality Agreement, the Company’s right to receive the Purchaser Termination Fee from the Purchaser pursuant to this Section 7.2(b)10.03(a) or seek recovery for any other amounts owing pursuant to Section 7.07(f) (and the rights of the applicable parties under the Guaranties in respect thereof, including the Termination Fee right of the applicable parties to receive payment of such amounts from the applicable Sponsor under each of the Guaranties on the terms and conditions set forth therein) shall be the sole and exclusive monetary remedy of BRPAthe Company, Merger Sub the Sellers and the Trilogy Parties and any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties against (i) the Purchaser and the Sponsors, (ii) any Debt Financing Source, (iii) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders or assignees of any Person named in clause (i) or (ii) of this Section10.03(c), and (iv) any future holders of any equity, partnership or limited liability company interest, controlling persons, management companies, directors, officers, employees, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners, or shareholders of any of the BRPA Related Parties against foregoing (the Company or any other Company Related Party Persons described in clauses (i), (ii), (iii) and (iv), collectively, the “Purchaser Group”) for any loss Loss (whether in law or damage equity and whether based on contract, tort or otherwise) suffered as a result of any breach of any representation, warranty, covenant or agreement hereunder, the failure of the Merger and the other transactions contemplated by this Agreement Contemplated Transactions to be consummated or for a breach ofin accordance with this Agreement, or failure otherwise based upon, arising out of or relating to perform underthis Agreement, this Agreement the Financing or the Commitment Letters (including any certificate breach or other document delivered in connection herewith alleged breach hereof or otherwise thereof), the negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of written representations made or alleged to be made in connection herewithherewith or therewith, whether in equity at law or at lawequity, in contract, in tort or otherwise. (d) Notwithstanding any other provision of this Agreement, but except with respect to (i) the applicable parties’ obligations under the Confidentiality Agreement and (ii) without limiting the right of the Representative to seek specific performance prior to termination of this Agreement under, and in accordance with the terms and conditions of, the Equity Commitment Letter and Section 13.14, each of the Sellers, the Company and the Trilogy Parties agrees that the maximum aggregate monetary liability of the Purchaser and any other member of the Purchaser Group to the Sellers, the Company and the Trilogy Parties or any Person claiming by, through or for the benefit of the Sellers, the Company or the Trilogy Parties for any Loss (whether in law or equity and whether based on contract, tort or otherwise) suffered as a result of any breach of any representation, warranty, covenant or agreement hereunder prior to termination, the failure of the Contemplated Transactions to be consummated in accordance with this Agreement, or otherwise based upon, arising out of or relating to this Agreement, the Financing or the Commitment Letters (including any breach or alleged breach hereof or thereof), the negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby or in respect of any other theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise shall be limited to an amount equal to the sum of the Purchaser Termination Fee paid pursuant to Section 10.03(c) plus any other amounts owing pursuant to Section 7.07(f) and in no event (except with respect to the applicable parties’ obligations under the Confidentiality Agreement and without limiting the right of the Representative to seek specific performance prior to termination of this Agreement under, and in accordance with the terms and conditions of, the Equity Commitment Letter and Section 13.14) shall the Sellers, the Company or the Trilogy Parties seek to recover any money damages in excess of an amount equal to the sum of the Purchaser Termination Fee paid pursuant to Section 10.03(c) and any other amounts owing pursuant to Section 7.07(f).

Termination Fee. (i) In the event that (a) each of the closing conditions set forth in each of Section 6.1 and Section 6.3 have been satisfied and (b) the closing conditions set forth in Section 6.2 have been satisfied or waived by the MGM Parties or in the case of (a) and (b) would have been satisfied but for Purchaser failing to use its Commercially Reasonable Efforts to perform its obligations under this Agreement is validly terminated by in accordance with the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3) Business Day of the notice of such termination terms and conditions of this Agreement, a termination fee the MGM Parties shall have the right to BRPA in an amount equal give written notice to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant Purchaser of their intention to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating terminate this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise if Purchaser fails to close (or be impossible prepared to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1close) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement on or prior to the fifth Business Day following receipt of such written notice and thatas promptly as practicable following termination (which shall occur automatically on such fifth Business Day unless agreed to otherwise by the Parties in writing) Purchaser shall pay, without these agreementsor cause to be paid, in same day funds to Seller $10,000,000 (the parties hereto would “Termination Fee”). Only one Termination Fee shall be payable to Seller regardless of the circumstances. In the event Seller receives payment of the Termination Fee, Seller, and Seller on behalf of its Affiliates, agrees to forego and not enter into to pursue (or aid any other Person in pursuing) or assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly, Purchaser or any of its Affiliates, ▇▇▇▇▇▇▇ Poster, ▇▇▇▇▇▇ Breitling or any of their respective agents, representatives and counsel for Purchaser’s failure to consummate the transactions contemplated by this Agreement. (iii) Notwithstanding anything . The obligation of Purchaser to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid pay the Termination Fee pursuant to this Section 7.2(b)5.20 shall be guaranteed by ▇▇▇▇▇▇▇ Poster and ▇▇▇▇▇▇ Breitling pursuant to the Guaranty. Subject to the occurrence of the matters set forth in subsection (a) and subsection (b) of the first sentence of this Section 5.20, the Termination Fee shall be Parties acknowledge and agree that (i) the sole and exclusive monetary remedy of BRPA, Merger Sub or any MGM Parties would sustain substantial damages in the event the sale of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close and (ii) Seller’s actual damages in the failure event the sale of the Merger and the other transactions Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close would be difficult or impractical to determine, and the Termination Fee represents a reasonable estimate of the harm likely to be suffered by Seller in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated or for as a breach of, or result of Purchaser’s failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseclose.

Termination Fee. (ia) In the event that (i)(A) this Agreement is validly terminated by the Company either Party pursuant to Section 7.1(h11.1(b) and, at the time of such termination, the condition set forth in Section 10.2(e) with respect to a Government Approval from a Government Antitrust Authority shall not have been satisfied or waived, or (B) this Agreement is terminated by either Party pursuant to Section 11.1(e) (and such Order is issued by a Government Antitrust Authority), and at the time of such termination under either Section 11.1(b) or Section 11.1(e), all other conditions to consummate the Transactions set forth in Section 10.2 have been satisfied or waived (other than the conditions that by their terms are to be satisfied at the Closing) or (ii) Seller Parent terminates this Agreement under Section 11.1(f) or Buyers otherwise fail to close the Transactions in breach of this Agreement (and no Seller is in material breach of this Agreement), then the Company in each case, Buyer Parent shall pay, within three (3) Business Day of the notice of such termination of this Agreement, pay Seller Parent a non-refundable termination fee to BRPA in an amount equal to Ten Million Dollars of two billion, five hundred million Yen ($10,000,000¥2,500,000,000) (the “Termination Fee”) in by wire transfer of immediately available funds as liquidated damages and within twenty (20) Business Days of such date. Buyer Parent agrees that Buyers shall not as a penalty. (ii) The Parties acknowledge and hereby agree that seek to frustrate Seller Parent’s entitlement to the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA Fee (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, which amount would otherwise be impossible payable pursuant to calculate with precisionthis Section 11.3(a)) by failing to use their commercially reasonable efforts (as provided in Section 7.3 hereof) to cause the satisfaction of the conditions to Buyers’ obligations to consummate the Transactions. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Only a single Termination Fee on more than one may be paid pursuant to the terms of this Agreement. (1b) occasion. Each of the Company, BRPA Seller Parent and Merger Sub acknowledges Buyer Parent agree that the agreements contained in this Section 7.2 11.3 are an integral part of the transactions contemplated by this Agreement Transactions and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant constitutes liquidated damages and not a penalty. Notwithstanding any other provision of this Agreement to this Section 7.2(b)the contrary, the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party Sellers for any loss or damage suffered of any nature as a result of the failure of circumstances set forth in Section 11.3(a) shall be Sellers’ right to receive the Merger Termination Fee, which will constitute the sole and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect exclusive remedy of any oral representation made nature whatsoever (whether for money, specific performance or alleged otherwise) against Buyers. The obligation to have been made in connection herewith or therewith, and upon payment of such amounts, none of pay the Company Related Parties Termination Fee shall have any further liability or obligation relating to or arising out survive the termination of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseAgreement.

Termination Fee. To compensate Trustmark for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by Trustmark, Cadence and Trustmark agree as follows: (a) Provided that Trustmark shall not be in material breach of any covenant or obligation under this Agreement (which breach has not been cured promptly following receipt of written notice thereof by Cadence specifying in reasonable detail the basis of such alleged breach), Cadence shall pay to Trustmark the sum of $2,000,000 (the “Termination Fee”) if this Agreement is terminated (i) In by Cadence under the event that provisions of Section 8.1(e), (ii) by either Trustmark or Cadence if at the time of any failure by the shareholders of Cadence to approve and adopt this Agreement is validly terminated by and the Company pursuant Merger and there shall exist a Superior Proposal with respect to Section 7.1(h), then the Company shall payCadence and, within three (3) Business Day twelve months of the notice of such termination of this Agreement, Cadence enters into a termination fee definitive agreement with any third party with respect to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Feeany such Superior Proposal, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. or (iii) Notwithstanding anything to by Trustmark under the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this provisions of Section 7.2(b8.1(f), . The payment of the Termination Fee shall be the Trustmark’s sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement with respect to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out termination of this Agreement or as set forth in respect this Section 8.3(a). (b) Any payment required by paragraph (a) of representations made or alleged this Section 8.3 shall become payable within two (2) business days after receipt by the non-terminating party of written notice of termination of this Agreement; provided, however, that if such Termination Fee payment is required pursuant to be made in connection herewithclause (ii) of Section 8.3(a), whether in equity or at law, in contract, in tort or otherwisethen such payment shall become payable within two (2) business days after the execution and delivery by Cadence of such definitive agreement relating to the Superior Proposal.

Termination Fee. (ia) In the event that If Seller terminates this Agreement is validly terminated by the Company pursuant to Section 7.1(h9.1(c) (Purchaser Change of Recommendation), then Purchaser shall pay Seller the Company shall pay, within Termination Fee in cash by wire transfer of immediately available funds to an account designated by Seller no later than three (3) Business Day of the Days after notice of such termination of this Agreement. (b) If either Seller or Purchaser terminates this Agreement pursuant to Section 9.1(b)(iv) (Failure to Obtain Purchaser Stockholder Approval) and Seller is not otherwise entitled to receive the Termination Fee pursuant to this Section 9.3, a termination fee to BRPA in then Purchaser shall pay Seller an amount equal to Ten Million Dollars the Seller Expenses, in each case, no later than three ($10,000,0003) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penaltyBusiness Days after notice of termination of this Agreement. (iic) The Parties acknowledge If (i) (A) either Purchaser or Seller terminates this Agreement pursuant to Section 9.1(b)(iv) (Failure to Obtain Purchaser Stockholder Approval) and hereby agree that on or before the date of the Purchaser Stockholder Meeting a Purchaser Competing Proposal shall have been publicly announced or publicly disclosed and not been publicly withdrawn without qualification prior to the Purchaser Stockholder Meeting or (B) Seller terminates this Agreement pursuant to Section 9.1(b)(iii) (Terminable Breach) and following the Execution Date and on or before the date of any such termination a Purchaser Competing Proposal shall have been announced, disclosed or otherwise communicated to the Purchaser Board and not withdrawn without qualification prior to the date of such termination, and (iii) within twelve (12) months after the date of such termination, Purchaser enters into a definitive agreement with respect to a Purchaser Competing Proposal or consummates a Purchaser Competing Proposal, then Purchaser shall pay Seller the Termination Fee less the Seller Expenses if the Seller Expenses were paid by Purchaser pursuant to Section 9.3(b). For purposes of this Section 9.3(c), any reference in the definition of Purchaser Competing Proposal to “20%” shall be deemed to be a reference to “more than 50%.” (d) In no event shall Seller be entitled to receive more than one payment of the Termination Fee or more than one payment of Seller Expenses. If Seller receives the Termination Fee, if, as and when required pursuant then Seller will not be entitled to Section 7.2(b), shall not constitute also receive a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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 payment of the consummation of the Merger, which amount would otherwise be impossible to calculate with precisionSeller Expenses. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 9.3 are an integral part of the transactions contemplated by this Agreement Transactions, and that, without these agreements, the parties hereto Parties would not enter into this Agreement. (iii) Notwithstanding anything . If Purchaser fails to promptly pay the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee amount due by it pursuant to this Section 7.2(b)9.3, interest shall accrue on such amount from the Termination Fee date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at the rate of 8% per annum. If, in order to obtain such payment, Seller commences a Proceeding that results in judgment for Seller for such amount, Purchaser shall pay Seller its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Proceeding. (e) The Parties agree that the monetary remedies set forth in this Section 9.3 and specific performance remedies set forth in Section 11.10 shall be the sole and exclusive monetary remedy remedies of BRPA, Merger Sub or (i) Seller against Purchaser and any of the BRPA Related Parties against the Company its respective former, current or any other Company Related Party future directors, officers, shareholders, Representatives or Affiliates for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement Transactions to be consummated except in the case of intentional fraud or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect Willful and Material Breach of any oral representation made covenant, agreement or alleged to have been made obligation (in connection herewith which case only Purchaser shall be liable for damages for such intentional fraud or therewithWillful and Material Breach), and upon payment of such amountsamount, none of the Company Related Parties Purchaser or any of its former, current or future directors, officers, shareholders, Representatives or Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, except for the liability of Purchaser in respect the case of representations made intentional fraud or alleged a Willful and Material Breach of any covenant, agreement or obligation; and (ii) Purchaser against Seller and any of its former, current or future directors, officers, shareholders, Representatives or Affiliates for any loss suffered as a result of the failure of the Transactions to be made consummated except in connection herewiththe case of intentional fraud or a Willful and Material Breach of any covenant, whether agreement or obligation (in equity which case only Seller shall be liable for damages for such intentional fraud or at lawWillful and Material Breach), and upon payment of such amount, none of Seller or any of its former, current or future directors, officers, shareholders, Representatives or Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, except for the liability of Seller in contractthe case of intentional fraud or a Willful and Material Breach of any covenant, in tort agreement or otherwiseobligation.

Termination Fee. To compensate Purchaser for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities, Seller and Purchaser agree as follows: (ia) In Provided that Purchaser shall not be in breach of any covenant or obligation qualified by materiality under this Agreement or in material breach of any covenant or obligation under this Agreement not so qualified (which breach has not been cured within fifteen (15) days following receipt of written notice thereof by the event that Seller specifying in reasonable detail the basis of such alleged breach), as further specified in Section 8.1(c), Seller shall pay to Purchaser the sum of two hundred fifty thousand dollars ($250,000) if this Agreement is validly terminated by Purchaser under the Company pursuant provisions of Section 8.1(c); provided, further that no fee shall be payable in respect of the inability of Seller to satisfy the conditions set forth in Section 7.1(h7.2(f) or Section 7.2(g). (b) Provided that Purchaser shall not be in breach of any covenant or obligation qualified by materiality under this Agreement or in material breach of any covenant or obligation under this Agreement not so qualified (which breach has not been cured within fifteen (15) days following receipt of written notice thereof by the Seller specifying in reasonable detail the basis of such alleged breach), then Seller shall pay to Purchaser the Company sum of two hundred fifty thousand dollars ($250,000) if this Agreement is terminated by Purchaser under the provisions of Section 8.1(g) or Section 8.1(k). (c) Provided that Purchaser shall paynot be in breach of any covenant or obligation qualified by materiality under this Agreement or in material breach of any covenant or obligation under this Agreement not so qualified (which breach has not been cured within fifteen (15) days following receipt of written notice thereof by the Seller specifying in reasonable detail the basis of such alleged breach), within three Seller shall pay to Purchaser the sum of five hundred thousand dollars (3$500,000) Business Day if this Agreement is terminated by Seller under the provisions of Section 8.1(i) or by Purchaser under the provisions of Section 8.1(h). (d) The payment of the notice Termination Fee shall be the sole and exclusive remedy of the terminating party with respect to termination of this Agreement as set forth in this Section 8.4 (in addition to the costs and expenses identified in Section 8.4(e) below); provided, however, that nothing herein shall preclude or bar Purchaser from asserting or enforcing any such claim against any person other than Seller, Seller’s Affiliates and their respective officers, directors, employees and shareholders. (e) Any payment required by Section 8.4(a), Section 8.4(b) or Section 8.4(c) shall become payable within two business days after termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (iif) The Parties Purchaser and Seller each acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 ARTICLE VIII are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, the parties hereto Purchaser would not enter into this Agreement. (iii) Notwithstanding anything ; accordingly, if Seller fails to promptly pay the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee amount due pursuant to this Section 7.2(b)8.4 and, in order to obtain such payment, Purchaser commences a suit which results in a judgment against Seller for the Termination Fee applicable termination fee, Seller shall be the sole pay Purchaser its costs and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger expenses (including reasonable and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered necessary attorneys’ fees and expenses) in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of with such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisesuit.

Termination Fee. (ia) In the event that If this Agreement is validly terminated by the Company pursuant to Section 7.1(h8.1(a) (or is terminated pursuant to another subsection of Section 8.1 but at such time the Sellers could have validly terminated pursuant to Section 8.1(a)) of and all conditions to Closing contained in Section 7.1 have been fulfilled or are capable of being fulfilled except for Section 7.1(e) and/or Section 7.1(f), then notwithstanding any other provision of this Agreement but without limiting any right of the Company Sellers to an injunction, specific performance or other non-monetary equitable relief in accordance with Section 10.8, the Sellers shall have the right to require the Buyer to pay, within three (3) Business Day of and if so elected, the notice of Buyer hereby agrees to pay immediately to the Sellers, as liquidated damages in connection with any such termination of this Agreementtermination, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Regulatory Termination Fee”) in Fee by wire transfer of immediately available funds as liquidated damages and in U.S. dollars to an account designated in writing by the Sellers; provided, the Sellers shall have the right immediately to draw on the Letter of Credit to satisfy such payment obligation of the Buyer in their sole discretion. Notwithstanding the foregoing, the Regulatory Termination Fee shall not as be due pursuant to this Section 8.3(a) in the event of a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required termination pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 8.1(a) in the circumstances event that the condition(s) set forth in which it Section 7.1(e) and/or Section 7.1(f) are not fulfilled solely as a result of (x) a failure to obtain any Permits that a Governmental Entity has conditioned upon the Buyer taking an action or refraining to take any action in order to obtain such Permits that, individually or in the aggregate, would reasonably be expected to have, a Material Adverse Effect or a material adverse effect on the business, assets, properties, condition (financial or otherwise) or results of operations of the Buyer, the Company and its Subsidiaries, taken as a whole, after giving effect to the transactions contemplated hereby and/or (y) any action or failure to act by the Sellers, the Company or its Subsidiaries that is payable for a breach of the efforts and resources expended and opportunities foregone while negotiating Sellers’ obligations under this Agreement and and/or (z) (A) any Law issued by a Governmental Entity from whom a Permit is required in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible order to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of consummate the transactions contemplated by this Agreement or (B) an Order in effect prohibiting, enjoining, restricting or making illegal the transaction contemplated by this Agreement, and that, without these agreements, such Order was sought by a Person other than a Governmental Entity from whom a Permit is required in order to consummate the parties hereto would not enter into transactions contemplated by this Agreement. (iiib) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which If this Agreement is terminated pursuant to Section 8.1(d) (or is terminated pursuant to another subsection of Section 8.1 but at such time the Sellers could have validly terminated pursuant to Section 8.1(d)), then notwithstanding any other provision of this Agreement but without limiting any right of the Sellers to an injunction, specific performance or other non-monetary equitable relief in accordance with Section 10.8, the Sellers shall have the right to require the Buyer to pay, and BRPA is paid if so elected, the Buyer hereby agrees to pay immediately to the Sellers, as liquidated damages in connection with any such termination, an amount equal to Regulatory Termination Fee by wire transfer of immediately available funds in U.S. dollars to an account designated in writing by the Sellers; provided, the Sellers shall have the right immediately to draw on the Letter of Credit to satisfy such payment obligation of the Buyer in their sole discretion. Notwithstanding the foregoing, the Regulatory Termination Fee shall not be due pursuant to this Section 7.2(b)8.3(b) in the event of a termination pursuant to Section 8.1(d) in the event that a nonappealable Order prohibiting, enjoining, restricting or making illegal the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered transaction contemplated by this Agreement is entered solely as a result of (x) a failure by the failure Buyer to take any action or refrain from taking any action requested by a Governmental Entity that, individually or in the aggregate, would reasonably be expected to have, a Material Adverse Effect or a material adverse effect on the business, assets, properties, condition (financial or otherwise) or results of operations of the Merger Buyer, the Company and its Subsidiaries, taken as a whole, after giving effect to the other transactions contemplated hereby and/or (y) any action or failure to act by the Sellers, the Company or its Subsidiaries that is a breach of the Sellers’ obligations under this Agreement and/or (z) (A) any Law issued by a Governmental Entity from whom a Permit is required in order to consummate the transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.or

Termination Fee. (a) If (i) In the event that this Agreement is validly terminated by the Company Sellers pursuant to Section 7.1(h7.1(f) or (ii) this Agreement is validly terminated by the Buyers pursuant to Section 7.1(c) and, solely in the case of clause (ii), at the time of such termination all of the conditions set forth in Section 5.1 shall have been previously satisfied (other than conditions that, by their nature are to be satisfied at the Closing and which were, as of such date, capable of being satisfied), Sellers have confirmed that they are prepared to consummate the transaction and the Buyers have failed to consummate the transaction (clauses (i) and (ii) each, a “Financing Failure Termination Event”), then the Company Buyers shall pay, pay to the Sellers a fee equal to $13,000,000 (the “Financing Failure Termination Fee”) within three (3) Business Day of the notice of Days after such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penaltytermination. (iib) The Parties Buyers acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto Sellers would not enter into this Agreement. (iii) Notwithstanding anything . Accordingly, if the Buyers fail to the contrary in this Agreement, in pay any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee amounts due pursuant to this Section 7.2(b)7.3, and, in order to obtain such payment, the Sellers commence an Action that results in a judgment against the Buyers for the payment of the Financing Failure Termination Fee the Buyers shall pay to the Sellers their reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Action. (c) The Parties acknowledge and agree that any amount payable pursuant to Section 7.3(a) does not constitute a penalty but shall constitute liquidated damages to compensate the Sellers. If a Financing Failure Termination Event occurs, the payment of the Financing Failure Termination Fee (together with any expenses payable pursuant to Section 7.3(c)) shall be the sole and exclusive monetary remedy of BRPAthe Sellers, Merger Sub any of their Affiliates or their respective former, current or future equityholders, controlling persons, partners, directors, officers, employees, service providers, financing sources, including, without limitation, with respect to the Debt Financing, advisors or representatives (collectively, the “Seller Parties”) against the Buyers or any of their Affiliates or their respective former, current or future equityholders, controlling persons, partners, directors, officers, employees, service providers, Debt Financing Sources, advisors or representatives (collectively, the BRPA Related Parties against the Company “Buyer Parties”) with respect to any breach of any representation, warranty, covenant or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, obligation in connection with this Agreement or any certificate the Transaction Documents or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, the transactions contemplated hereby and thereby and upon payment the Seller Parties’ receipt of such amounts, none of the Company Related Buyer Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transaction Documents or the transactions contemplated hereby and thereby. The Parties acknowledge and agree that in no event shall the Buyers pay the Financing Failure Termination Fee on more than one occasion. (d) Notwithstanding anything to the contrary contained herein, the Parties further acknowledge and agree that, upon a Financing Failure Termination Event, none of the Buyer Parties shall have any liability under, or with respect to this Agreement or the transactions contemplated herein (other than the Buyers for the payment of representations made the Financing Failure Termination Fee, as provided herein), and the Sellers agree that they shall not, and shall not allow any Seller Party to, bring any cause of action against or alleged to be made in connection herewithotherwise seek remedies from any Buyer Party, whether in at equity or at in law, in for breach of contract, in tort or otherwise, and any such claim is hereby fully waived, released and forever discharged (other than actions against the Buyers for the failure to pay the Financing Failure Termination Fee, as provided herein, or under Section 8.6 for specific performance in accordance with Section 8.6); provided, that in the event of a Financing Failure Termination Event the aggregate liability of the Buyer Parties under, or related to, this Agreement prior to the Closing (whether or not this Agreement is terminated, and regardless of the reason for any such termination) shall not exceed the Financing Failure Termination Fee, together with any expenses payable pursuant to Section 7.3(c) (e) Each Party acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated herein and that, without these agreements, the Parties would not enter into this Agreement.

Termination Fee. (ia) In the event that If, but only if, this Agreement is validly terminated by the Company Sellers Representative pursuant to Section 7.1(h10.01(e) or Section 10.01(c), then the Company Purchaser shall pay, within three or cause to be paid, to the Sellers (3pro rata in accordance with their Pro Rata Shares) Business Day by wire transfer of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. to accounts designated in writing by the Sellers Representative the Termination Fee within five (ii5) Business Days following such termination. The Parties parties hereto acknowledge and hereby agree that in no event shall any of Purchaser or its Affiliates be required to pay, or to cause to be paid, (A) the Termination Fee on more than one occasion or (B) both the Termination Fee and any other damages, other than any interest on the Termination Fee; provided, ifnothing in this Section 10.03 shall affect or diminish the respective rights, as obligations and when required liability of the parties under Sections 6.03, 11.01, 11.10 and 11.11. (b) The parties hereby acknowledge and agree that (i) the agreements contained in this Section 10.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement, and (ii) the Termination Fee payable by Purchaser pursuant to Section 7.2(b10.03(a) (together with any amounts payable or indemnifiable pursuant to the last sentence of this Section 10.03(b)) is not a penalty, shall not constitute a penalty but will be is liquidated damages, damages in a reasonable amount that will compensate BRPA in the circumstances in which it is payable Sellers and their Affiliates for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on upon this Agreement and on the expectation of the consummation of the Mergertransactions contemplated herein, and for the loss suffered by reason of the failure of such consummation, which amount would otherwise be impossible uncertain and incapable of accurate determination. If Purchaser fails promptly to calculate with precision. The Parties acknowledge pay any amount due pursuant to this Section 10.03, it shall also pay any reasonable costs and hereby agree that in no event shall expenses incurred by the Company be in connection with enforcing this Agreement (including by legal action), together with interest on such unpaid amount, at a rate per annum, compounded monthly, equal to the Prime Rate, as reported in the print edition of The Wall Street Journal, Eastern Edition, on the date such amount was required to pay be paid (or, if unavailable, on the Termination Fee latest date prior to the payment due date on more than one which such rate is available), calculated from the date such amount was required to be paid to (1but excluding) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreementpayment date. (iiic) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid Sellers’ right to receive payment of the Termination Fee pursuant to this Section 7.2(b), the Termination Fee ARTICLE X shall be the sole and exclusive monetary remedy of BRPA, Merger Sub the Company and the Sellers against Purchaser or any of the BRPA Related Parties against the Company its Affiliates or any other Company Related Party of their respective stockholders, partners, members or representatives for any loss and all losses that may be suffered based upon, resulting from or damage suffered as a result arising out of the failure of the Merger and the other transactions contemplated by this Agreement circumstances giving rise to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewithsuch termination, and (ii) upon payment of such amountsthe Termination Fee to the Sellers, none of the Company Related Parties Purchaser or any of its Affiliates or any of their respective stockholders, partners, members or representatives shall have any further liability or obligation relating to or arising out of Purchaser’s failure to consummate the transactions contemplated by this Agreement or in respect of representations made or alleged to be made in connection herewithAgreement, whether or not the Company or the Sellers elect to terminate this Agreement. In no event shall the Company or the Sellers seek any (x) equitable relief or equitable remedies of any kind whatsoever or (y) money damages or any other recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, other than damages in equity or at lawan amount not in excess of the Termination Fee, in contracteach case, in tort relating to or otherwisearising out of Purchaser’s failure to consummate the transactions contemplated by this Agreement.

Termination Fee. (ia) In the event that If this Agreement is validly terminated by the Company pursuant to Section 7.1(h8.1(e) or (f), then (A) in the Company case of termination under Section 8.1(e), TriSummit shall pay, within three (3) Business Day of the notice of immediately following such termination of this Agreement, a termination fee to BRPA in pay HomeTrust an amount equal to Ten Million Dollars one million five hundred thousand dollars ($10,000,0001,500,000) (the “Termination Fee”), and (B) in immediately available funds as liquidated damages the case of termination under Section 8.1(f), TriSummit shall, simultaneously with such termination and not as a penalty. (ii) The Parties acknowledge and hereby agree that condition thereof, pay HomeTrust the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA each case 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreementsame-day funds. (iiib) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which If this Agreement is terminated by either party under Section 8.1(g), and BRPA is paid prior thereto there has been publicly announced an Acquisition Proposal, then if within one year of such termination TriSummit or TriSummit Bank either (A) enters into a definitive agreement with respect to an Acquisition Proposal or (B) consummates an Acquisition Proposal, TriSummit shall immediately pay HomeTrust the Termination Fee pursuant set forth in Section 8.4(a) in same-day funds. For purposes of clauses (A) and (B) above, the references to this Section 7.2(b), “more than 24.99%” in the definition of Acquisition Proposal shall be deemed to be references to “a majority”. (c) The payment of the Termination Fee shall fully discharge TriSummit from any and all liability under this Agreement and/or related to the transactions contemplated herein, and HomeTrust shall not be entitled to any other relief or remedy against TriSummit. If the sole Termination Fee is not payable, HomeTrust may pursue any and exclusive monetary remedy all remedies available to it against TriSummit on account of BRPA, Merger Sub or a willful and material breach by TriSummit of any of the BRPA Related Parties provisions of this Agreement. Moreover, if the Termination Fee is payable pursuant to Section 8.1(e)(ii), HomeTrust shall have the right to pursue any and all remedies available to it against the Company or any other Company Related Party for any loss or damage suffered as a result TriSummit on account of the failure willful and material breach by TriSummit of Section 6.7 in lieu of accepting the Termination Fee under Section 8.4(a). TriSummit may pursue any and all remedies available to it against HomeTrust on account of a willful and material breach by HomeTrust of any of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out provisions of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseAgreement.

Termination Fee. (ia) In the event that this (i) the Closing fails to occur due to a material breach by Purchaser hereunder that gives rise to a right to terminate the Agreement is validly terminated by the Company pursuant to Section 7.1(h12.01(e) and (ii) all of the conditions to Purchaser's obligations to proceed with the Closing under ARTICLE 7 have been satisfied or waived (other than (A) such conditions which by their nature are to be satisfied on the Closing Date, but assuming such condition were capable of being satisfied as of the date of termination, and (B) such conditions where Purchaser's material breach was the proximate cause of the failure of any such conditions being satisfied) (collectively, a "Purchaser Failure to Close"), then Purchaser (or the Company shall payEquity Investor pursuant to the Equity Commitment Letter) shall, within three (3) Business Day of the notice of such upon termination of this AgreementAgreement by the Seller pursuant to Section 12.01(e), a termination fee pay to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) Seller in immediately available funds by wire transfer no later than two (2) Business Days after a written demand by Seller therefor, a fee of three million dollars ($3,000,000) (the "Termination Fee"), as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree being understood that in no event shall the Company Purchaser be required to pay the Termination Fee on more than one (1) occasion. Each Notwithstanding anything contained herein to the contrary, but subject to the terms set forth herein and in the Equity Commitment Letter, in the event there is a Purchaser Failure to Close and Seller demands and receives the Termination Fee from Purchaser (or the Equity Investor pursuant to the Equity Commitment Letter), the payment of the CompanyTermination Fee shall be the sole remedy of Seller and its Affiliates against any member of the Purchaser Group for, BRPA and Merger Sub acknowledges no member of the Purchaser Group shall have, any Liability or obligation for, and Seller and its Affiliates shall not otherwise make any Claim for, any matter under, relating to or arising out of, the transactions contemplated by this Agreement, the Ancillary Agreements, the Equity Commitment Letter or any other Contract, document or agreement delivered pursuant to this Agreement, whether based on contract, tort, strict liability, other Applicable Laws or otherwise, or any Claim, based on, in respect of, or by reason of any of the foregoing. The pursuit by Seller of specific performance to consummate the Closing hereunder shall not be deemed to waive Seller's rights to demand and receive the Termination Fee hereunder; provided, however, that under no circumstances shall Seller be permitted or entitled to receive both (i) a grant of an Order of specific performance or other equitable relief to cause the consummation of the Closing and (ii) payment of the Termination Fee. (b) The Parties acknowledge that the agreements contained in this Section 7.2 12.03 are an integral part of the transactions contemplated by this Agreement and thatconstitute liquidated damages and not a penalty, without these agreements, and that the parties hereto Parties would not enter have entered into this Agreement. (iii) Notwithstanding anything to Agreement without the contrary agreements in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise12.03.

Termination Fee. (i) In the event that this Agreement is validly terminated by the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby parties agree that the Termination Fee, if, as Fee and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA in the circumstances in which it is payable for the efforts terms 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements conditions contained in this Section 7.2 9.3 are an integral part of the transactions contemplated by this Agreement hereby, and thatthat the Termination Fee constitutes liquidated damages and not a penalty. The parties agree that a nonrefundable fee in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in cash (the “Termination Fee”) shall be paid, without these agreementson the conditions set forth herein, the parties hereto would not enter into this Agreementwithin two business days after termination pursuant to Section 9.1, as provided below. (iiia) Notwithstanding anything In the event that any party hereto (a “Repudiating Party”) repudiates this Agreement or otherwise refuses to consummate the transactions contemplated hereunder, then the Repudiating Party shall pay the Termination Fee to the contrary in this Agreement, in any circumstance in which non-repudiating party. (b) Sellers shall pay the Termination Fee to Purchaser upon satisfaction of the following: (i) this Agreement is terminated and BRPA is paid the Termination Fee by Purchaser pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub 9.1(b) due to or in connection with any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a Sellers’ breach of, or failure to perform underfulfill its obligations under Article VI of this Agreement; and (ii) at the time of the termination of this Agreement, each of the conditions set forth in Section 8.2 has been satisfied or waived. Provided however, no Termination Fee shall be payable to Purchaser if: (1) Purchaser terminates this Agreement due to Seller’s violation of Section 6.8; and (2) Sellers' violation of Section 6.8 is caused by and results from any act outside the control of Sellers or the Company, whether or not covered by insurance, including (but not necessarily limited to) an act of God such as fire, flood, tornado, and similar events or any certificate misconduct by any person (unless approved or other document delivered in connection herewith or otherwise or in respect of ratified by any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties parties listed in the definition of "Knowledge" below). For the avoidance of doubt, no Termination Fee shall have any further liability be payable by Sellers if Purchaser terminates this Agreement based solely on the breach of one or obligation relating to more representations or arising out warranties contained in Article III of this Agreement (including the Schedules thereunder) except where Seller’s breach involves fraud, intentional breach, or in intentional omission with respect of representations made to any representation or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisewarranty.

Termination Fee. (ia) In the event that this Agreement is validly terminated by the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3) Business Day of the notice of such termination of this AgreementAgreement by a Seller in accordance with Section 10.01(c)(i), Buyer shall immediately pay to Sellers, as liquidated damages in connection with any such termination, a termination fee to BRPA in an the amount equal to Ten Million Dollars of the Deposit and the interest accrued thereon ($10,000,000) (the “Termination Fee”) ); provided, payment of such Termination Fee by Buyer to Sellers shall be satisfied through application of the Deposit and the interest accrued thereon provided by Buyer to Sellers in immediately available funds as liquidated damages and not as a penaltyaccordance with Section 2.03. (b) Upon Sellers’ receipt of the Termination Fee: (i) no Seller or Affiliate of any Seller shall have any rights or claims against Buyer or any Affiliate of Buyer relating to this Agreement or the other Transaction Documents or any of the Transactions (other than the Surviving Obligations), whether at law, in equity, in contract, in tort or otherwise; and (ii) Buyer shall have no further liability to the Sellers, the Companies or any Affiliate of Sellers with respect to this Agreement or the Transactions (other than the Surviving Obligations). If Buyer is required to pay the Termination Fee pursuant to this Section 10.02, payment of the Termination Fee shall be the sole and exclusive remedy of the Sellers, the Companies or any of their respective former, current and future Affiliates, directors, officers, employees, incorporators, shareholders, members, managers, partners, agents, attorneys, other representatives, successors and/or assigns against Buyer and any of its respective former, current and future Affiliates, directors, officers, employees, incorporators, shareholders, members, managers, partners, agents, attorneys, other representatives, successors and/or assigns (the “Buyer Related Parties”) for any Losses suffered or incurred as a result of or under this Agreement, the other Transaction Documents or the Transactions, including the failure of the Closing to occur (other than the Surviving Obligations). The Parties acknowledge and hereby agree that in no event shall Buyer be required to pay the Termination Fee on more than one occasion or, together with the Buyer Related Parties, have any liability in excess of the Termination Fee under this Agreement prior to the Closing under any circumstances. (c) In the event of the termination of this Agreement in accordance with Section 10.01 that does not require payment of the Termination Fee, if, as and when required pursuant to in accordance with Section 7.2(b10.02(a), Sellers shall return the Deposit and the interest accrued thereon to Buyer. (d) Buyer and Sellers acknowledge and agree that the agreements contained in this Section 10.02 are an integral part of the Transactions and that, without these agreements, the Sellers and Buyer would not constitute enter into this Agreement. Each of the Parties further acknowledges that the payment by Buyer of the Termination Fee is not a penalty penalty, but will be constitutes liquidated damages, damages in a reasonable amount that will compensate BRPA the Sellers in the circumstances in which it such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the MergerTransactions, which amount amounts would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (ia) In the event that this Agreement is validly shall be terminated by the Company (i) Purchaser pursuant to Section 7.1(h11.1(c), then for reasons other than (x) a materially adverse change in the Company shall pay, within three (3) Business Day after the date hereof caused by events outside of the notice control of such termination Seller or (y) Purchaser's material breach of this Agreementany representation, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. warranty, covenant or other agreement contained herein, or (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required by Seller pursuant to Section 7.2(b11.1(c), for reasons other than Seller's material breach of any representation, warranty, covenant or other agreement contained herein, the non-terminating party shall not constitute a penalty but will be liquidated damagespay to the terminating party $62,500 to reimburse the terminating party expenses incurred in connection with the negotiation, in a reasonable amount that will compensate BRPA in the circumstances in which it is payable for the efforts diligence review, preparation 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by hereby. (b) In the event that this Agreement shall be terminated by Seller pursuant to Section 11.1(g) and thatthe Seller enters into such Competing Transaction within twelve (12) months of the date of such termination, without these agreementsSeller shall pay to Purchaser at the closing of the Competing Transaction $500,000 plus all expenses actually incurred by Purchaser in connection with the negotiation, diligence review, preparation and consummation of transactions contemplated hereby. (c) The parties hereto acknowledge that failure to consummate the transactions contemplated hereby would have a material adverse effect on the respective businesses of Seller and Purchaser. In the event that Seller or Purchaser terminates this Agreement after the Approval Order has been issued by the Bankruptcy Court and the Seller has obtained the consent of Union Bank of California, N.A., U.S. Bank and Westar Capital, LLC. to release all liens encumbering the Acquired Assets, the parties hereto would not enter into non-terminating party shall have the right, in addition to any other rights at law or in equity, to enforce specific performance of terminating party's obligations under this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (ia) In the event that If this Agreement is validly terminated by the Company Sellers pursuant to Section 7.1(h9.1(c), then the Company Buyer shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee pay to BRPA in Sellers an aggregate amount equal to Ten Million Dollars ($10,000,000) (the “Termination Fee”) in immediately available funds as liquidated damages and not as a penaltywithin three (3) Business Days after the date of termination. (iib) The Parties acknowledge agree and hereby agree understand that payment of the Termination FeeFee is not a penalty, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be rather is liquidated damages, damages in a reasonable amount that will compensate BRPA in the circumstances in which it is payable Sellers for the their respective efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Mergertransactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one . (1c) occasion. Each of the Company, BRPA Sellers and Merger Sub Buyer acknowledges that the agreements contained in this Section 7.2 9.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto neither Sellers nor Buyer would not enter have entered into this Agreement. . Accordingly, if Buyer (iiior any Guarantor) fails promptly to pay or cause to be paid the amounts due pursuant to this Section 9.3, and, in order to obtain such payment, any Seller commences an arbitration proceeding that results in a judgment or award against Buyer or any Guarantor for the amounts set forth in this Section 9.3, Buyer (or the Guarantors) shall pay to such Seller its reasonable costs and expenses (including attorneys’ fees and expenses) in connection with such arbitration proceeding and any appeal relating thereto, together with interest on the amounts set forth in this Section 9.3 at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. Notwithstanding anything to the contrary contained in this Agreement, in any circumstance in which this Agreement is terminated Sellers’ right to terminate and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), receive the Termination Fee shall be the sole and exclusive monetary remedy of BRPASellers against Buyer, Merger Sub Guarantors and their respective Representatives (including their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents) for, and such amount shall constitute liquidated damages in respect of, the breach or termination of this Agreement described in Section 9.1(c) regardless of the circumstances giving rise to such breach or termination and Sellers shall have no further rights, directly or indirectly, against Buyer, Guarantors or any of the BRPA Related Parties against the Company their respective Representatives (including their respective former, current or any other Company Related Party for any loss future general or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated limited partners, stockholders, managers, members, directors, officers, Affiliates or for a breach ofagents), whether at law or failure to perform underequity, this Agreement or any certificate or other document delivered in connection herewith contract, in tort or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement Agreement, the Limited Guaranty or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisethe transactions contemplated by this Agreement.

Termination Fee. (ia) In the event that If New Image terminates this Agreement is validly terminated by the Company pursuant to Section 7.1(h)9.1(a)(iii) (other than for a breach of any of the representations or warranties in Article 4 of which Buyer and Parent had no Knowledge as of the date hereof) and if at the time of such termination New Image had fulfilled in all material respects its obligations under this Agreement and no party (other than Buyer) to the Voting Agreements had breached its obligations thereunder, then the Company shall pay, within three (3) Business Day business days following delivery by New Image to Buyer of the notice of such termination specifying in reasonable detail the basis for such termination, Buyer shall pay to New Image the Termination Fee. (b) If Buyer terminates this Agreement pursuant to (i) Section 9.1(a)(ii)(A) or (B) and the failure to consummate the Transaction by the End Date or obtain the New Image Stockholder Approval results from the breach by any party (other than the Buyer) of its obligations under a Voting Agreement, or (ii) Section 9.1(a)(iii) (other than for a breach of any of the representations or warranties in Article 3 of which New Image had no Knowledge as of the date hereof) and if at the time of such termination Buyer had fulfilled in all material respects its obligations under this Agreement, a then within three (3) business days following delivery by Buyer to New Image of notice of such termination fee specifying in reasonable detail the basis for such termination, New Image shall pay to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Buyer the Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (c) As used herein, "Termination Fee" means the sum in cash of (i) three million dollars ($3,000,000) and (ii) The Parties acknowledge and hereby agree that all Transaction Costs incurred by the party entitled to the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA party acknowledges and Merger Sub acknowledges agrees that the agreements contained in this Section 7.2 9.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither party would have entered into this Agreement and the parties hereto would Termination Fee is not enter into unreasonable in light of the Purchase Price proposed to be paid by Buyer and the consequences to New Image of a failure to consummate the Transaction because of a breach by Buyer of this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (i) The Parties hereby acknowledge and agree that the extent of damages to Seller or Purchaser from the termination of this Agreement by any reason would be impossible or extremely impractical to ascertain and that the amounts specified in this Section 8.3 are a fair and reasonable estimate of the damages suffered by Seller or Purchaser. In the event that this the Agreement is validly terminated by the Company Seller pursuant to Section 7.1(h8.1(c), then Purchaser shall pay to Seller the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars 5% of the Base Purchase Price ($10,000,000) (the “Reverse Termination Fee”) in within two Business Days following such termination by wire transfer of immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, an account specified by Seller in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible writing to calculate with precisionPurchaser. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Reverse Termination Fee shall be the sole and exclusive monetary remedy of BRPASeller and its Affiliates with respect to such termination, Merger Sub or including any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or Losses arising out of or related to the breach or breaches giving rise to such termination. In the event that the Agreement is terminated by Purchaser pursuant to Section 8.1(b), Seller shall pay to Purchaser the amount equal to 5% of the Base Purchase Price (the “Termination Fee”) within two Business Days following such termination by wire transfer of immediately available funds to an account specified by Purchaser in writing to Seller. The Termination Fee shall be the sole and exclusive remedy of Purchaser and its Affiliates with respect to such termination, including any Losses arising out of or related to the breach or breaches giving rise to such termination; provided that Purchaser may seek specific performance and other equitable remedies in lieu of receiving the Termination Fee. Moreover, if this Agreement or is terminated and such termination results in respect payment of representations made or alleged to be made the Reverse Termination Fee by Purchaser in connection herewithaccordance with this Section 8.3, whether in equity or at law, in contract, in tort or otherwisePurchaser shall also reimburse Seller for any and all Remodel Costs incurred by Seller.

Termination Fee. Notwithstanding Section 7.3 above: (ia) In the event that there is a valid and effective termination of this Agreement is validly terminated by the Company Purchaser pursuant to Section 7.1(h), then Purchaser shall pay to Seller a termination fee equal to (i) Five Hundred Thousand U.S. Dollars ($500,000) (“Break-up Fee”), plus (ii) the Company shall payExpenses actually incurred by or on behalf of Seller or any of its Affiliates in connection with the authorization, within three preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the Transactions, including any related SEC filings and the Proxy Statement (3“Seller Expenses”), plus (iii) Business Day the aggregate amount paid by Seller in connection with the purchase of the notice of such Initial Shares (“Share Repurchase Fee”) (provided that to receive the Share Repurchase Fee, Seller will execute documentation prepared by Purchaser and reasonably satisfactory to Seller and its counsel in connection with retuning the Initial Shares to Purchaser). (b) In the event that there is a valid and effective termination of this AgreementAgreement by Seller pursuant to Section 7.1(d) or 7.1(g), then Purchaser shall pay to Seller a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000i) the Seller Expenses, plus (“Termination ii) the Share Repurchase Fee”; provided, however, that no termination fee shall be payable under this Section 7.4(b) as a result of a delisting of Purchaser’s securities from Nasdaq (and instead Section 7.4(d) below shall apply). (c) In the event that there is a valid and effective termination of this Agreement by Purchaser pursuant to Section 7.1(f), then Purchaser shall pay to Seller a termination fee equal to the Share Repurchase Fee. (d) In the event that there is a valid and effective termination of this Agreement by Seller pursuant to Section 7.1(i), then Purchaser shall pay to Seller a termination fee equal to the Share Repurchase Fee minus the Covered Expenses. (e) Unless otherwise specified in the Demand Letter pursuant to Section 7.4(f), any termination fee payable to Seller under this Section 7.4 shall be paid by wire transfer of immediately available funds as liquidated damages and not as to an account designated in writing by Seller within five (5) Business Days after Seller delivers to Purchaser a penalty. (ii) The Parties acknowledge and hereby agree that written notice, which shall include the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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 MergerSeller Expenses, which amount would otherwise be impossible to calculate along with precisionreasonable documentation in connection therewith. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in the Parties expressly acknowledge and agree that, with respect to any circumstance in which termination of this Agreement is terminated and BRPA is paid the Termination Fee in circumstances where fees are payable pursuant to this Section 7.2(b)7.4, the Termination Fee payment of such fees shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which Seller would otherwise be entitled to assert 40 against the Purchaser or any of its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the Transactions and shall be constitute the sole and exclusive monetary remedy of BRPAavailable to Seller, Merger Sub or any of provided, that the BRPA Related Parties against the Company or any other Company Related Party foregoing shall not limit (x) Purchaser from Liability for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation Fraud Claim relating to or arising out events occurring prior to termination of this Agreement or (y) the rights of Seller to seek specific performance or other injunctive relief in lieu of terminating this Agreement. (f) In the event that termination fees are due and payable under this Section 7.4 and Purchaser does not have sufficient immediately available funds to pay such fees in full, then at Seller’s option, Seller may demand in writing (the “Demand Letter”) that with respect to all or a portion of representations made or alleged the due and payable termination fee set forth in the Demand Letter (the “Stock Amount”), Purchaser deliver to be made in connection herewith, whether in equity or at lawSeller, in contractlieu of cash, in tort free and clear of any Liens (other than those imposed by Purchaser’s Organizational Documents or otherwiseapplicable securities Laws) such number of Purchaser Shares (the “New Shares”), with each New Share valued at an amount equal to 90% of the VWAP of the Purchaser Shares for the twenty (20) trading days immediately before the date the Demand Letter is delivered to Purchaser, that the total value of the New Shares is equal to Stock Amount, provided that (a) such amount does not exceed the total amount otherwise payable under this Section 7.4, and (b) the number of New Shares will not constitute more than 19.99% of the issued and outstanding Purchaser Shares before the issuance of the New Shares. Any termination fees not satisfied by the issuance of New Shares or cash payment shall remain due and payable pursuant to the terms hereof.

Termination Fee. (ia) In the event that this Agreement is validly terminated by the Company pursuant to Section 7.1(h11.01(g), then at the time specified in Section 11.01(g)(i), the Company shall pay, within three be obligated to pay (3or caused to be paid) Business Day of the notice of such termination of this Agreement, to Buyer or its designee(s) a termination fee to BRPA in an amount equal to Ten Million Dollars the amount of Buyer Transaction Expenses, calculated as of the date of termination, which for purposes of this ARTICLE XI shall not exceed $10,000,000 ($10,000,000) (such amount, the “Termination Fee”) in ), by wire transfer of immediately available funds as liquidated damages and not as to an account designated by Buyer in writing (such written designation to be provided to the Company no later than two (2) Business Days after the date on which Buyer delivers to the Company a penalty. written invoice for the Buyer Transaction Expenses (ii) The Parties acknowledge and hereby agree that which, for the Termination Fee, if, as and when required pursuant to Section 7.2(b)avoidance of doubt, shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasionBusiness Day following such termination)). Each Any amounts paid or shares issued in connection with a termination pursuant to Section 11.01(g) in respect of the Company, BRPA and Merger Sub acknowledges that Subscriber Termination Adjustment shall be treated as an adjustment to the agreements contained in this Section 7.2 are an integral part purchase price of the transactions contemplated Company Convertible Preferred Shares issued pursuant to the Preferred Shares Subscription Agreement unless otherwise required by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreementapplicable Law. (iiib) Notwithstanding anything to the contrary set forth in this Agreement, except in any circumstance in which this Agreement is terminated and BRPA is paid the case of Fraud, if the Termination Fee is paid pursuant to this Section 7.2(b11.03(a), the Termination Fee such payment shall be constitute the sole and exclusive monetary remedy of BRPABuyer, Merger Sub I, Merger Sub II, any of their respective Subsidiaries or any of their respective former, current or future direct or indirect general or limited partners, equityholders, directors, officers, managers, employees, Representatives or assignees, on the BRPA Related Parties one hand, against the Company Company, its Subsidiaries and any of their respective former, current or any other future direct or indirect general or limited partners, equityholders, directors, officers, managers, employees, Representatives or assignees (together with the Company, collectively, the “Company Related Party Parties”) for any loss or damage all losses and damages suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement Transactions to be consummated or for a breach of, or failure to perform under, this Agreement hereunder or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewithotherwise, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions. (c) If the Company fails to pay promptly any amount due under this Section 11.03, and in respect of representations made or alleged order to obtain such payment, Buyer commences an Action against the Company that results in a judgment against the Company for any amount owed thereby under this Section 11.03, as applicable, the Company shall reimburse Buyer for its reasonable, documented and out-of-pocket costs and expenses (including reasonable, documented and out-of-pocket attorneys’ fees) incurred in connection with such Action, together with interest on such amount at a rate equal to (i) the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received, plus (ii) two percent (2%). (d) Each of the Parties acknowledges that (i) the agreements contained in connection herewiththis Section 11.03 are an integral part of the Transactions, whether (ii) without these agreements, the Parties would not enter into this Agreement, (iii) the provisions of this ARTICLE XI supersede the A&R LOI, and (iv) the Termination Fee does not constitute a penalty, but rather is liquidated damages in equity or at lawa reasonable amount that will reimburse certain expenses Buyer expended in its pursuit of an initial business combination and provide funds to allow Buyer to seek an amendment to its Certificate of Incorporation to allow additional time to consummate an initial business combination, if necessary and advisable, and compensate Buyer for the efforts and resources expended and opportunities foregone while negotiating this Agreement, in contractreliance on this Agreement and on the expectation of the consummation of the Transactions, in tort or otherwisewhich amount would otherwise be impossible to calculate with precision.

Termination Fee. (a) If under either of the following circumstances: (i) In the event that Seller terminates this Agreement is validly terminated by the Company pursuant to Section 7.1(h), then the Company shall pay, 10.1(f) of this Agreement and within three (3) Business Day of the notice 12 months of such termination of (A) an Acquisition Proposal or Acquisition Transaction has been announced with respect to any Seller Entity or (B) an Acquisition Agreement with respect to an Acquisition Transaction has been entered into with respect to Seller or any Seller Entity; or (ii) Buyer shall terminate this Agreement, a termination fee Agreement pursuant to BRPA in 10.1(e)(i)-(iv); then Seller shall promptly pay to Buyer an amount equal to Ten Million Dollars $1,000,000 ($10,000,000) (the “Termination Fee”) upon the earlier of such announcement or the entry into such Acquisition Agreement or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, other than a recommendation for approval of the Merger; provided, however, that in immediately available connection with a termination pursuant to Section 10.1(e)(i) only, the Termination Fee shall be paid at the time of termination. Seller hereby waives any right to set-off or counterclaim against such amount. If the Termination Fee shall be payable pursuant to subsection (a)(i) of this Section 10.3, the Termination Fee shall be paid in same-day funds as liquidated damages and not as at or prior to the earliest of the date of consummation of such Acquisition Transaction, or the date of execution of an Acquisition Agreement with respect to such Acquisition Transaction or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, other than a penaltyrecommendation for approval of the Merger. If the Termination Fee shall be payable pursuant to subsection (a)(ii) of this Section 10.3, the Termination Fee shall be paid in same-day funds upon the earlier of (i) the execution of an Acquisition Agreement with respect to such Acquisition Transaction or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, other than a recommendation for approval of the Merger or (ii) two business days from the date of termination of this Agreement. (iib) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 Article 10 are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, the parties hereto they would not enter into this Agreement. (iii) Notwithstanding anything ; accordingly, if Seller fails to the contrary in this Agreement, in pay promptly any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee fee payable by it pursuant to this Section 7.2(b)10.3, then Seller shall pay to Buyer, its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, together with interest on the Termination Fee amount of the fee at the prime annual rate of interest (as published in The Wall Street Journal) plus 2% as the same is in effect from time to time from the date such payment was due under this Agreement until the date of payment. (c) Notwithstanding anything contained in this Agreement to the contrary, in no event shall be the sole and exclusive monetary remedy of BRPA, Merger Sub aggregate amount Seller (or any of the BRPA Related Parties against the Company its affiliates) must pay to Buyer (or any of its affiliates) pursuant to Section 10.3 exceed $1,000,000, plus reasonable attorneys fees, costs and any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement amounts due from Seller to be consummated or for a breach of, or failure Buyer pursuant to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseSection 10.3(b).

Termination Fee. (ia) In the event that Upon any termination of this Agreement is validly terminated by the Company pursuant to Section 7.1(h), then (j) or (l) or upon the failure of any of the Company Significant Shareholders to vote in favor of the Merger at a duly held meeting of the Company's shareholders or at any adjournment or postponement thereof and, in connection with such vote, the Merger is not approved by the shareholders of the 67 72 Company, the Company, upon written notice from Parent at any time of Parent's election to receive a termination fee equal to $15 million (the "COMPANY TERMINATION FEE") in lieu of Parent exercising the Company Stock Option (the "COMPANY TERMINATION FEE NOTICE"), shall immediately pay to Parent the Company Termination Fee. Following any termination of this Agreement pursuant to Section 7.1(h), (j) or (l), the Company shall pay, within three give Parent at least 30 days' (3and not more than 45 days') Business Day prior written notice of the closing date of any Company Takeover Proposal, and Parent, if it elects to receive the Company Termination Fee upon such closing, shall give written notice to the Company (the "COMPANY PAYMENT NOTICE") at least five days' prior to such closing (which notice shall be effective only upon such closing), and the Company shall pay the Company Termination Fee upon such closing. If Parent has not delivered the Company Payment Notice within such time frame, then upon (and only upon) the closing of such the Company Takeover Proposal, Parent's right to receive the Company Termination Fee shall terminate. (b) Upon any termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required Agreement pursuant to Section 7.2(b7.1(i), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1k) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. or (iiim) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of upon the failure of the Parent Significant Shareholder to vote in favor of the Merger and the other transactions contemplated by this Agreement to be consummated at a duly held meeting of Parent's shareholders or for a breach ofat any adjournment or postponement thereof and, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or with such vote, the Merger is not approved by the shareholders of Parent, Parent, upon written notice from the Company at any time of the Company's election to receive a termination fee equal to $15 million (the "PARENT TERMINATION FEE") in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none lieu of the Company Related Parties exercising the Parent Stock Option (the "PARENT TERMINATION FEE NOTICE"), shall have immediately pay to the Company the Parent Termination Fee. Following any further liability or obligation relating to or arising out termination of this Agreement pursuant to Section 7.1(i), (k) or (m), Parent shall give the Company at least 30 days' (and not more than 45 days') prior written notice of the closing date of any Parent Takeover Proposal, and the Company, if it elects to receive the Parent Termination Fee upon such closing, shall give written notice to Parent (the "PARENT PAYMENT NOTICE") at least five days' prior to such closing (which notice shall be effective only upon such closing), and Parent shall pay the Parent Termination Fee upon such closing. If the Company has not delivered the Parent Payment Notice within such time frame, then upon (and only upon) the closing of the Parent Takeover Proposal, the Company's right to receive the Parent Termination Fee shall terminate. (c) Payment of the fees described in respect Sections 7.5(a) and (b) above shall not be in lieu of representations made or alleged to be made damages incurred in connection herewith, whether in equity or at law, in contract, in tort or otherwisethe event of breach of this Agreement.

Termination Fee. (ia) In the event that this (i)(A) the Closing fails to occur due to a breach by Purchaser hereunder that gives rise to a right to terminate the Agreement is validly terminated by the Company pursuant to Section 7.1(h12.01(d) (regardless of whether the Agreement is terminated by Purchaser pursuant to Section 12.01(b)(i)) or (B) the Purchaser fails to deliver all or any portion of the Aggregate Consideration at the Closing or the Reconveyance Amount to the Title Company (each as defined in the ▇▇▇▇▇▇▇ County Lease) at or before the Closing and (ii) all of the conditions to Purchaser's obligations to proceed with the Closing under ARTICLE 7 have been satisfied or waived (other than (x) such conditions which by their nature are to be satisfied on the Closing Date, but assuming such condition were capable of being satisfied as of the date of termination, and (y) such conditions that Purchaser's breach have caused not to be satisfied) and Purchaser has failed to consummate the Closing within two (2) days after the Closing should have occurred pursuant to Section 2.03 (but failed to occur due to such breach by Purchaser) (collectively, a "Purchaser Failure to Close"), then Purchaser (or the Company shall payPurchaser Guarantor pursuant to the Purchaser Guarantee) shall, within three (3) Business Day of the notice of such upon termination of this AgreementAgreement by the Seller pursuant to Section 12.01(d), a termination fee pay to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) Seller in immediately available funds by wire transfer no later than two (2) Business Days after a written demand by Seller therefor, a fee of thirty-five million dollars ($35,000,000.00) (the "Termination Fee"), as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree being understood that in no event shall the Company Purchaser be required to pay the Termination Fee on more than one (1) occasion. Each Notwithstanding anything contained herein to the contrary, subject to the terms set forth herein and in the Purchaser Guaranty and the Equity Commitment Letter, (i) Seller shall have all rights and remedies existing at law or in equity and shall have the right to pursue all legal and equitable remedies that may be available to Seller against Purchaser to receive specific performance of the Companyterms of this Agreement, BRPA including upon a Purchaser Failure to Close and Merger Sub acknowledges (ii) in the event there is a Purchaser Failure to Close and Seller demands and receives the Termination Fee from Purchaser (or the Purchaser Guarantor pursuant to the Purchaser Guarantee), the payment of the Termination Fee shall be the sole remedy of Seller and its Affiliates against any member of the Purchaser Group for, and no member of the Purchaser Group shall have, any liability or obligation for, and Seller and its Affiliates shall not otherwise make any Claim for, any matter under, relating to or arising out of, the transactions contemplated pursuant to this Agreement, the Purchaser Guarantee, the Equity Commitment Letter or any other Contract, document or agreement delivered pursuant to this Agreement, whether based on contract, tort, strict liability, other Applicable Laws or otherwise, or any Claim, based on, in respect of, or by reason of any of the foregoing. For the avoidance of doubt, if Seller pursues specific performance of the terms of this Agreement, it shall not be deemed to waive its right to demand payment of the Termination Fee at any time thereafter; provided, that Seller shall not demand payment of the Termination Fee if an order of specific performance to consummate the Closing pursuant to the terms of this Agreement has been granted, and Seller shall not pursue specific performance of the terms of this Agreement after it has demanded and received the Termination Fee. (b) The Parties acknowledge that the agreements contained in this Section 7.2 12.03 are an integral part of the transactions contemplated by this Agreement and thatconstitute liquidated damages and not a penalty, without these agreements, and that the parties hereto Parties would not enter have entered into this Agreement. (iii) Notwithstanding anything to Agreement without the contrary agreements in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise12.03.

Termination Fee. (a) If (i) In the event that this Agreement is validly terminated by the Company Class A Purchaser pursuant to Section 7.1(h7.01(c) and the conditions to Closing set forth in Section 2.03 and Section 2.04 have been satisfied or validly waived prior to such termination (other than (A) those conditions that by their terms are to be satisfied by actions taken at the Closing, but subject to those conditions being capable of being satisfied if the Closing were to occur on the date of termination, and (B) those conditions that are not satisfied as a result of a breach of this Agreement by the Class B Purchasers), then (ii) at the Company shall pay, within three (3) Business Day of the notice time of such termination pursuant to Section 7.01(c), the condition set forth in Section 2.05(b) or Section 2.06(b) is not satisfied due to a breach by any Class B Purchaser of this Agreement, and (iii) the Company has delivered an irrevocable Notice of Closing to the Purchasers no later than two (2) Business Days after the date on which the condition set forth in Section 2.03(a) is satisfied and (A) such Notice of Closing provides for a termination fee Closing to BRPA occur on the date that is twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Closing (provided that, if the Notice of Closing was not delivered prior to the Drop-Dead Date but the condition set forth in Section 2.03(a) is satisfied on or prior to the Drop-Dead Date, then the Notice of Closing shall be deemed to have been given on the Drop-Dead Date) and (B) the Company has confirmed that if the Equity Financing and Debt Financing are funded on such date it stands ready, willing, and able to consummate the Closing, then the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay or cause to be paid to the Class A Purchaser (or its designee(s)) an amount equal to Ten Million Dollars ($10,000,000) (“the Termination Fee”. (b) in If the Termination Fee is payable, Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay, or cause to be paid, such fee to the Class A Purchaser (or its designee(s)) by wire transfer of immediately available funds on or before the second (2nd) Business Day following the date on which this Agreement is terminated as liquidated damages provided in Section 7.03(a). The Company and not as a penalty. (ii) The Parties each of the Purchasers acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1i) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 7.03 are an integral part of the transactions contemplated by this Agreement hereby, and that, without these agreements, agreements the other parties hereto would not enter into this Agreement. Agreement and (iiiii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee amounts payable pursuant to this Section 7.2(b), 7.03 are a reasonable approximation of the Class A Purchaser’s damages and do not constitute a penalty. In the event of litigation relating to the payment of the Termination Fee and upon final determination of a court of competent jurisdiction in a final, non-appealable decision, the non-prevailing party in such litigation shall reimburse the prevailing party’s reasonable and documented costs and expenses (including reasonable attorneys’ fees) actually incurred in connection therewith to a maximum of two million U.S. dollars ($2,000,000.00). Subject to the right of the Company to specific performance of this Agreement pursuant to Section 8.12, the parties hereto expressly acknowledge and agree that payment of the Termination Fee, if due, and the payment in full of any reimbursement, expense, or interest obligations pursuant to this Section 7.03 and the Limited Guaranty, if any, shall be the sole and exclusive monetary remedy of BRPANEP, Merger Sub or any of the BRPA Related Parties Company and the Class A Purchaser against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger Class B Purchasers and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered their Affiliates in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of with the Company Related Parties shall have any further liability or obligation relating to or arising out termination of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseAgreement.

Termination Fee. If (x) (i) In the event that this Agreement is validly terminated by the Company pursuant to Section 7.1(hSection 9.1(h); (ii) the Bankruptcy Court approves a third party as the purchaser of the Purchased Assets at the hearing on the Sale Motion (or any subsequent sale), then and (iii) such alternative sale closes, or (y) this Agreement is terminated pursuant to Section 9.1(d), then, subject to the Company shall pay, within three (3) Business Day approval of the notice Bankruptcy Court (which Seller shall seek through the Procedures Order), Seller shall pay to Buyer (solely, in the case of a termination pursuant to clause (x) above, from the proceeds of such termination of this Agreementalternative sale), a termination fee of $3,400,000.00 and reimburse actual and reasonable documented expenses incurred by Buyer in connection with this Agreement up to BRPA in an amount equal to Ten Million Dollars $550,000 ($10,000,000) (the “Termination Fee”) in ), by wire transfer of immediately available funds no later than five (5) Business Days after such sale closing. The claim of Buyer in respect of the Termination Fee shall constitute a superpriority administrative expense claim, senior to all other administrative expense claims of Seller other than any carve-out and any administrative claims or debtor-in-possession financing obligations arising under any cash collateral or financing order entered by the Bankruptcy Court, as liquidated damages administrative expenses under sections 503 and not as a penalty. 507(b) of the Bankruptcy Code in the Bankruptcy Case and shall be paid in cash (iisolely, in the case of clause (x) above, from the sale proceeds from any alternative sale or sales). The Parties acknowledge and hereby agree that the Termination FeeFee is not a penalty, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be is liquidated damages, damages in a reasonable amount that will compensate BRPA Buyer in the circumstances in which it 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 Mergerpayable, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge , and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the Buyer’s sole and exclusive monetary remedy with respect to such termination. For the avoidance of BRPAdoubt, Merger Sub nothing set forth herein with respect to the Termination Fee is intended to preclude Buyer, upon a termination by Buyer pursuant to Section 9.1, from pursuing any remedies at law or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered in equity available to it as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a Seller’s breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisehereof.

Termination Fee. If this Agreement is terminated (ior deemed to be terminated) by Sellers pursuant to Section 11.01(e), then Buyer Parties will pay Holdings (on behalf of the Sellers) an amount equal to $7,500,000 (the “Termination Fee”). In the event the Termination Fee is payable, such fee will be paid to Holdings by Buyer Parties in immediately available funds within five (5) Business Days after the date of the event giving rise to the obligation to make such payment. Any amounts not paid when due shall accrue interest at the rate of Five Percent (5%) per month. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement is validly terminated (or deemed to be terminated) by the Company Sellers pursuant to Section 7.1(h11.01(e), then the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that (i) the Termination Fee, if, as Fee shall be and when required pursuant shall be deemed to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, and (ii) Sellers’ right to terminate this Agreement, pursuant to and in a reasonable amount that will compensate BRPA accordance with Section 11.01(e), and to receive the Termination Fee pursuant to and in accordance with this Section 11.02, shall constitute the circumstances in which it is payable for the efforts sole and resources expended exclusive remedy of Sellers and opportunities foregone while negotiating their Affiliates relating to or arising out of this Agreement and in reliance on the transactions contemplated hereby with respect to any breach of this Agreement by Buyer Parties, and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that (iii) in no event shall the Company be required to pay Sellers or any of their respective Affiliates seek any damages or any other recovery, judgment of any kind, at law or in equity or otherwise, including, without limitation, any direct, indirect, consequential or punitive damages, other than the Termination Fee on more than one Fee, against Buyer Parties or its Affiliates or any of their respective representatives, directors, officers, employees, partners, managers, members or equityholders, in connection with or arising out of this Agreement or any breach or alleged breach hereof, and (1iv) occasion. Each upon payment of the CompanyTermination Fee, BRPA and Merger Sub acknowledges the Buyer Parties will be deemed forever released from any further obligation or liability under or with respect to this Agreement. The Parties acknowledge that the agreements contained in this Section 7.2 11.02 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto no Party would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to . The provisions of this Section 7.2(b)11.02 are intended to be for the benefit of, the Termination Fee and shall be the sole and exclusive monetary remedy of BRPAenforceable by, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseeach Buyer Party.

Termination Fee. To compensate Sterling for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including the foregoing the pursuit of other opportunities by Sterling, First Houston and Sterling agree as follows: (a) Provided that neither Sterling nor Merger Subsidiary shall be in material breach of its obligations under this Agreement (which breach has not been cured promptly following receipt of written notice thereof by First Houston specifying in reasonable detail the basis of such alleged breach), First Houston shall pay to Sterling the sum of $1,500,000 (the "Termination Fee"), plus reasonable out-of-pocket expenses, not in excess of $500,000 (including, without limitation, amounts paid or payable to banks and investment bankers, fees and expenses of counsel and printing expenses) (such expenses are hereinafter referred to as the "Expenses") incurred by Sterling or any of its affiliates in connection with or arising out of the transactions contemplated by this Agreement, regardless of when those expenses are incurred, if this Agreement is terminated either (i) In by First -41- 42 Houston under the event that this Agreement is validly terminated provisions of Section 10.01(f) or (ii) by Sterling under the Company pursuant to provisions of Section 7.1(h10.01(h), then the Company . Sterling shall pay, within three (3) Business Day provide First Houston with an itemization of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penaltyExpenses. (iib) The Parties acknowledge and hereby agree that Any payment required by paragraph (a) of this Section shall become payable within two business days after termination of the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damagesAgreement or, in a reasonable amount that will compensate BRPA 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 case of reimbursement to Sterling of the consummation of the MergerExpenses, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that promptly after (but in no event shall the Company be required later than 3 business days following) delivery to pay the Termination Fee on more than one (1) occasion. Each First Houston of the Company, BRPA and Merger Sub itemization of Expenses. (c) First Houston acknowledges that the agreements contained in this Section 7.2 8.14 are an integral part of the transactions contemplated by in this Agreement Agreement, and that, without these agreements, the parties hereto Sterling would not enter into this Agreement. (iii) Notwithstanding anything ; accordingly, if First Houston fails to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid promptly pay the Termination Fee pursuant or Expenses when due, First Houston shall in addition thereto pay to this Section 7.2(b)Sterling all costs and expenses (including fees and disbursements of counsel) incurred in collecting such Termination Fee or Expenses, as the case may be, together with interest on the amount of the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or Expenses (or any of unpaid portion thereof) from the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon date such payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged was required to be made until the date such payment is received by Sterling at the prime rate of NationsBank of Texas, National Association as in connection herewith, whether in equity or at law, in contract, in tort or otherwiseeffect from time to time during such period.

Termination Fee. (ia) In the event that this Agreement is validly terminated by the Company Sellers pursuant to Section 7.1(h8.1(e) or Section 8.1(f), then the Company shall payBuyer shall, promptly and in any event within three two (32) Business Day of the notice Days of such termination, pay to Sellers a non-refundable termination fee, without offset or reduction of this Agreementany kind, a termination fee to BRPA in an amount equal to Ten Million Dollars four percent ($10,000,0004%) of the Purchase Price (the “Termination Fee”). Any Termination Fee payable pursuant to this Section 8.3(a) in shall be paid by wire transfer of immediately available funds as liquidated damages and not as a penaltyto the accounts specified by Sellers in writing to Buyer. (b) Notwithstanding anything to the contrary in this Agreement, in the event that the Termination Fee is paid pursuant to Section 8.3(a), Buyer shall not have any Liability of any nature whatsoever to Sellers with respect to any breach of this Agreement or the failure of the Closing to occur, other than the liability of Buyer to pay (i) the Termination Fee in accordance with Section 8.3(a) and (ii) any amounts payable under Section 5.26(b) and this Section 8.3(b); provided, however, that, if Buyer fails to pay the Termination Fee when due, (A) Buyer shall additionally pay to Sellers interest on the amount of the Termination Fee from the date such payment was required to be made until the date of payment at 10% per annum and (B) if, in order to obtain such payment, Sellers commences a suit that results in a judgment against Buyer, Buyer shall reimburse Sellers for their costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit. (c) The Parties hereto acknowledge and hereby agree that the Termination FeeFee is not a penalty, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be rather is liquidated damages, damages in a reasonable amount that will compensate BRPA Sellers in the circumstances in which it the Termination Fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Mergertransactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. uncertain and incapable of accurate determination. (d) The Parties parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in Section 8.2 and this Section 7.2 8.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto neither Buyer nor Sellers would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (ia) In the event that If, but only if, this Agreement is validly terminated by the Company Sellers’ Representative pursuant to Section 7.1(h9.1(a)(ii) (but only if all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied, other than those conditions that by their nature are to be satisfied at the Closing), Section 9.1(a)(iv) or Section 9.1(a)(vi), then the Company Buyer shall pay, within three (3) Business Day of or cause to be paid, to the notice of such termination of this Agreement, a termination fee to BRPA in Company an amount equal to Ten Million Dollars $50,000,000 ($10,000,000) (the “Reverse Termination Fee”) in immediately available funds as liquidated damages and not as a penaltylater than the second Business Day following such termination. (iib) The Parties acknowledge Notwithstanding anything to the contrary set forth in this Agreement, except for the Company’s right to seek specific performance in accordance with and hereby agree that subject to the terms and conditions of this Section 9.3(b), the Sellers’ Representative’s right to terminate the Agreement and the Company’s right to receive payment of the Reverse Termination Fee, if, as and when required Fee pursuant to Section 7.2(b9.3(a) shall constitute the sole and exclusive remedy of the Sellers, the Sellers’ Representative and the Company against Buyer, Buyer Sub, the Guarantors, the Debt Financing Sources or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees (collectively, the “Buyer Related Parties”) for all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount, none of the Buyer Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement. Notwithstanding anything contained herein to the contrary, it is explicitly agreed that the Company shall be entitled to obtain an injunction, specific performance or other appropriate form of equitable relief, to cause Buyer to cause, or for Sellers’ Representative or the Company to directly cause, the Equity Financing to be funded at any time if, and only if, each of the following conditions precedent has been satisfied: (i) all conditions precedent in Section 7.1 and Section 7.2 (other than those conditions precedent that by their nature are to be satisfied at the Closing, but subject to the satisfaction of those conditions precedent) have been satisfied, and remain satisfied, at the time when the Closing would have occurred but for the failure of the Equity Financing to be funded and the Closing to be consummated, (ii) the financing provided for by the Debt Financing Documentation (or, if alternative financing is being used in accordance with Section 6.7(c), pursuant to the commitments with respect thereto) has been funded or would be funded at the Closing if the Equity Financing is funded at the Closing, (iii) the Sellers’ Representative has irrevocably confirmed to Buyer in writing that (A) all of the conditions precedent set forth in Section 7.1 and 7.3 have been satisfied (other than those conditions precedent that by their nature are to be satisfied at the Closing, but subject to the satisfaction of those conditions precedent) or that Sellers’ Representative is willing to waive such conditions precedent, and (B) if such injunction, specific performance or other form of equitable relief is granted and the Equity Financing and Debt Financing are funded, then each of the Sellers and the Company will take all actions required of it under this Agreement in order to cause the consummation of the Closing to occur and (iv) this Agreement shall not constitute have been validly terminated. For the avoidance of doubt, (A) nothing in this Section 9.3(b) shall prohibit the Sellers’ Representative or the Company from seeking an injunction, specific performance and/or other equitable relief pursuant to Section 10.13 prior to the conditions to Closing set forth in Article VII being satisfied (other than with respect to the Company’s right to obtain an injunction, specific performance or other appropriate form of equitable relief, to cause Buyer to cause, or for the Company to directly cause, the Equity Financing to be funded at any time, which shall be subject to this Section 9.3(b)), and (B) while the Company may pursue both a penalty grant of specific performance and the payment of the Reverse Termination Fee under Section 9.3, under no circumstances shall the Sellers’ Representative and the Company be permitted or entitled to receive both a grant of specific performance and payment of the Reverse Termination Fee. (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 Reverse Termination Fee is not a penalty, but will be is liquidated damages, in a reasonable amount that will compensate BRPA the Sellers and the Company in the circumstances in which it 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 Mergertransactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge , and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1iii) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything ; accordingly, if Buyer fails to the contrary in this Agreement, in timely pay any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee amount due pursuant to this Section 7.2(b)9.3 and, in order to obtain such payment, the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub Sellers’ Representative or any of the BRPA Related Parties against the Company or commence a suit that results in a judgment against Buyer for the payment of any other amount set forth in this Section 9.3, Buyer shall pay the Company Related Party for any loss or damage suffered as a result of the failure of the Merger its costs and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered expenses in connection herewith or otherwise or with such suit, together with interest on such amount at the annual rate of five percent plus the prime rate as published in respect of any oral representation made or alleged to have been made The Wall Street Journal in connection herewith or therewith, and upon effect on the date such payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged was required to be made in connection herewiththrough the date such payment was actually received, whether in equity or at law, in contract, in tort or otherwisesuch lesser rate as is the maximum permitted by applicable Law.

Termination Fee. (i) In the event that If this Agreement is validly terminated by the Company pursuant to (A) Section 7.1(h8.1(g), (B) Section 8.1(c), or (C) Section 8.1(e) and at the time of such termination pursuant to Section 8.1(e) the Company had the right to validly terminate this Agreement pursuant to (x) Section 8.1(c), or (y) Section 8.1(g), then Purchaser will pay the Company shall pay, an amount equal to $46,666,667 (the “Termination Fee”) by wire transfer of immediately available funds within three (3) Business Day Days after the date of such termination. Without limiting the Company’s right to obtain an award of specific performance permitted by, and subject to, Section 10.16, including the limitations set forth in Section 10.16, solely for purposes of establishing the basis of the notice amount thereof, and without in any way increasing the amount of such termination of this Agreementthe Termination Fee or expanding the circumstances in which the Termination Fee is payable, it is agreed by the parties hereto that the Termination Fee is a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages damage, and not as a penalty. (ii) The Parties acknowledge and hereby agree that . If, in order to obtain the Termination Fee, ifthe Company commences a Claim that results in a final judgment (and following the expiration of all times for appellate review) in favor of the Company or its Affiliates for the payment of the Termination Fee, as Purchaser shall pay (x) to the Company its out-of-pocket fees, costs and when expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Claim (the “Termination Fee Claim Expenses”) and (y) to the Company the Termination Fee, plus interest at the prime rate of interest reported in The Wall Street Journal in effect on the date such payment was required to be made hereunder through the date of payment (such interest payment, together with the Termination Fee Claim Expenses, the “Enforcement Costs”). Notwithstanding anything to the contrary set forth herein, but subject in all respects to the provisions of Section 10.16(b), the Sellers and the Company may pursue the remedies permitted pursuant to Section 7.2(b)10.16 at any time, and any election to pursue such remedies shall not constitute a penalty but will be liquidated damagesin no way modify or amend the obligations of Purchaser to pay the Termination Fee and/or the Enforcement Costs pursuant to this Section 8.4; provided that notwithstanding anything to the contrary herein or otherwise, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required Enforcement Costs payable pursuant to pay this Section 8.4 exceed $1,500,000 in the Termination Fee on more than one (1) occasionaggregate. Each of the Company, BRPA Purchaser acknowledge and Merger Sub acknowledges agree that the agreements contained in this Section 7.2 8.4 are an integral part of the transactions contemplated by this Agreement hereby, and that, that without these agreements, the parties hereto Company and the Sellers would not enter have entered into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (ia) In If all of the event that this Agreement is validly terminated conditions to the Parent’s, Buyer’s and Merger Sub’s obligations to consummate the Closing under Article 8 have been satisfied (other than any such conditions which by their nature are to be, and would be, satisfied at the Company pursuant Closing) and Parent, Buyer and Merger Subsidiary refuse to Section 7.1(h)effect the Closing, then the Company shall pay, within three (3) Business Day of may terminate this Agreement and the notice of parties agree that upon such termination the Company shall have suffered a loss and value to the Company of this Agreementan incalculable nature and amount, unrecoverable in law, and Buyer shall pay to the Company a termination fee to BRPA in an amount equal to Ten Million Dollars of $1,000,000 ($10,000,000) (the “Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree being understood that in no event shall the Company Buyer be required to pay the Termination Fee on more than one (1) occasion. Each of The Termination Fee shall be payable in immediately available funds by wire transfer to the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this AgreementCompany no later than three Business Days after such termination. (b) If (i) Buyer terminates this Agreement pursuant to Section 7.1(g), (ii) the Company terminates this Agreement pursuant to Section 7.1(h) or (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated following the completion of a Shareholder Vote at which the Merger was not approved in accordance with the WBCA and, in the case of this clause (iii), a Third-Party Acquisition Proposal had been disclosed at the time of such Shareholder Vote and BRPA is paid the Company consummates a Third-Party Acquisition Proposal within 12 months following the date of such termination, then the Company shall pay to Buyer the Termination Fee, it being understood that in no event shall Buyer be required to pay the Termination Fee pursuant to this Section 7.2(b), the on more than one occasion. The Termination Fee shall be payable in immediately available funds by wire transfer to Buyer (A) no later than three Business Days after termination, in the sole case of termination by Buyer pursuant to Section 7.1(g), (B) concurrently with termination, in the case of termination by the Company pursuant to Section 7.1(h) and exclusive monetary remedy of BRPA, Merger Sub or any (C) at the time of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result consummation of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseThird-Party Acquisition Proposal.

Termination Fee. (a) If (i) In the event that this Agreement is validly terminated by the Company Class A Purchaser pursuant to Section 7.1(h7.01(a)(iii) and the conditions to the Initial Closing set forth in Section 2.03 and Section 2.04 have been satisfied or validly waived prior to such termination (other than (A) those conditions that by their terms are to be satisfied by actions taken at the Initial Closing, but subject to those conditions being capable of being satisfied if the Initial Closing were to occur on the date of termination, and (B) those conditions that are not satisfied as a result of a breach of this Agreement by the Class B Purchasers), then (ii) at the Company shall pay, within three (3) Business Day of the notice time of such termination pursuant to Section 7.01(a)(iii), the condition set forth in Section 2.05(b) or Section 2.06(b) is not satisfied due to a breach by any Class B Purchaser of this Agreement, a termination fee and (iii) the Class A Purchaser has delivered an irrevocable Notice of Initial Closing to BRPA in the Class B Purchasers and (A) such Notice of Initial Closing provides for an Initial Closing to occur on the date that is at least five (5) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing and (B) the Class A Purchaser has confirmed that, if the Equity Financing and Debt Financing are funded on such date it stands ready, willing, and able to consummate the Initial Closing, then the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay or cause to be paid to the Class A Purchaser (or its designee(s)) an amount equal to Ten Million Dollars ($10,000,000) (“the Termination Fee”. (b) If (i) this Agreement is validly terminated by the Class A Purchaser pursuant to Section 7.01(b)(iii) and the conditions to the Additional Closing set forth in Section 2.09 and Section 2.10 have been satisfied or validly waived prior to such termination (other than (A) those conditions that by their terms are to be satisfied by actions taken at the Additional Closing (including the condition set forth in Section 2.10(e) that the Additional Funding Date (as defined in the Credit Agreement) shall occur on the Additional Closing Date), but subject to those conditions being capable of being satisfied if the Additional Closing were to occur on the date of termination, and (B) those conditions that are not satisfied are as a result of a breach of this Agreement by the Class B Purchasers), (ii) at the time of such termination pursuant to Section 7.01(b)(iii), the condition set forth in Section 2.11(b) is not satisfied due to a breach by any Class B Purchaser of this Agreement, and (iii) the Class A Purchaser has delivered an irrevocable Notice of Additional Closing to the Class B Purchasers and (A) such Notice of Additional Closing provides for an Additional Closing to occur on the date that is five (5) Business Days after receipt by the Class B Purchasers of the Notice of Additional Closing and (B) the Class A Purchaser has confirmed that if the Equity Financing and Debt Financing are funded on such date it stands ready, willing, and able to consummate the Additional Closing, then the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay or cause to be paid to the Class A Purchaser (or its designee(s)) an amount equal to the Additional Closing Termination Fee. (c) If the Termination Fee or the Additional Closing Termination Fee is payable pursuant to Section 7.03(a) or Section 7.03(b), as applicable, the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay, or cause to be paid, such fee to the Class A Purchaser (or its designee(s)) by wire transfer of immediately available funds on or before the second (2nd) Business Day following the date on which this Agreement is terminated as liquidated damages provided in Section 7.03(a) or Section 7.03(b), as applicable. The Company and not as a penalty. (ii) The Parties each of the Purchasers acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1i) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 7.03 are an integral part of the transactions contemplated by this Agreement hereby, and that, without these agreements, agreements the parties hereto other Parties would not enter into this Agreement. Agreement and (iiiii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee amounts payable pursuant to this Section 7.2(b), 7.03 are a reasonable approximation of the Class A Purchaser’s damages and do not constitute a penalty. In the event of litigation relating to the payment of the Termination Fee or the Additional Closing Termination Fee, as applicable, and upon final determination of a court of competent jurisdiction in a final, non-appealable decision, the non-prevailing party in such litigation shall reimburse the prevailing party’s reasonable and documented costs and expenses (including reasonable attorneys’ fees) actually incurred in connection therewith up to a maximum of one million U.S. dollars ($1,000,000). Subject to the right of the Company to specific performance of this Agreement pursuant to Section 8.12, the Parties expressly acknowledge and agree that payment of the Termination Fee or the Additional Closing Termination Fee, as applicable, if due, and the payment in full of any reimbursement, expense, or interest obligations pursuant to this Section 7.03 and the Termination Fee ECL, if any, shall be the sole and exclusive monetary remedy of BRPANEP, Merger Sub the Company and the Class A Purchaser against the Class B Purchasers and their Affiliates in connection with the termination of this Agreement, or any the obligations of the BRPA Related Parties against to consummate the transactions contemplated at the Additional Closing. (d) The Class B Purchasers have delivered to the Company or any other Company Related Party for any loss or damage suffered as a result correct and complete copy of the failure of executed equity commitment letter (the Merger “Termination Fee ECL”) from the Sponsor to provide funding to the Class B Purchasers sufficient to satisfy their obligations set forth in this Section 7.03, subject to the conditions set forth in this Section 7.03 and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or Termination Fee ECL in respect of any oral representation made or alleged to have been made in connection herewith or therewith, the Termination Fee and upon payment of such amounts, none the Additional Termination Fee. The Termination Fee ECL provides that each of the Company Related Parties shall and NEP is a third party beneficiary thereof. As of the Execution Date, the Termination Fee ECL is in full force and effect and has not been amended or modified in any respect, and the commitments contained in the Termination Fee ECL have not been withdrawn, modified, reduced, or rescinded in any further liability or respect. As of the Execution Date, the Termination Fee ECL constitutes a valid, binding, and enforceable obligation relating of the Class B Purchasers, and, to or arising out the Knowledge of the Class B Purchasers, the Sponsor, subject to and in accordance with the terms and conditions of this Agreement Section 7.03 and the Termination Fee ECL, and except as may be limited by Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding at law or in respect equity). This Agreement and the Termination Fee ECL constitutes the entire agreement between the parties thereto related to the Termination Fee, and there are no side letters, other agreements, or other arrangements that would permit the applicable parties to the Termination Fee ECL to reduce the amount of representations made the Termination Fee or alleged that would otherwise affect the availability of the Termination Fee subject to and in accordance with the terms and conditions of this Section 7.03 and the Termination Fee ECL. As of the Execution Date, no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a default or breach on the part of the Class B Purchasers under the Termination Fee ECL or, to the Knowledge of the Class B Purchasers, Sponsor under the Termination Fee ECL, (B) constitute or result in a failure to satisfy a condition or other contingency set forth in the Termination Fee ECL, or (C) otherwise result in any portion of the Termination Fee not being available, except as provided in this Section 7.3 in connection with the Additional Closing Termination Fee. The Class B Purchasers have fully paid any and all commitment fees or other fees required by the Termination Fee ECL and any other document entered into in connection with, or related thereto, to be made in connection herewith, whether in equity paid on or at law, in contract, in tort or otherwisebefore the Execution Date.

Termination Fee. (i) In the event that If Buyer terminates this Agreement is validly terminated by the Company pursuant to Section 7.1(h10(a)(ii)(C) or the Company terminates this Agreement pursuant to Section 10(a)(iii)(C), then the Parties agree that the Buyer shall have suffered a loss and value of an incalculable nature and amount, unrecoverable in law, and Company shall pay, within three pay to Buyer a fee of 500,000 Euros (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) ). The Termination Fee shall be payable in immediately available funds as liquidated damages and not as a penaltyby wire transfer no later than 10 Business Days after such termination. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid Buyer’s right to receive payment of the Termination Fee pursuant to this Section 7.2(b), the Termination Fee 10(b) shall be the sole and exclusive monetary remedy of BRPA, Merger Sub Buyer or any of the BRPA Related Parties its Affiliates against the Company or any other Company Related Party of its Affiliates or any of their respective stockholders, partners, members or representatives for any loss and all losses that may be suffered based upon, resulting from or damage suffered as a result arising out of the failure of the Merger and the other transactions contemplated by this Agreement circumstances giving rise to be consummated such termination pursuant to Section 10(a)(ii)(C) or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith10(a)(iii)(C), and upon payment of such amountsthe Termination Fee in accordance with this Section 10(b), none of the Company Related Parties or any of its Affiliates or any of their respective stockholders, partners, members or representatives shall have any further liability or obligation relating to or arising out of this Agreement or any of the Transaction Documents or the transactions contemplated by this Agreement or any of the Transaction Documents. (iii) If Company terminates this Agreement pursuant to Section 10(a)(iii)(D), the Parties agree that the Company shall have suffered a loss and value of an incalculable nature and amount, unrecoverable in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, and the Buyer shall pay to Company the Termination Fee. The Termination Fee shall be payable in contractimmediately available funds by wire transfer no later than 10 Business Days after such termination. (iv) Notwithstanding anything to the contrary in this Agreement, Company’s right to receive payment of the Termination Fee pursuant to this Section 10(b) shall be the sole and exclusive remedy of Company or any of its Affiliates against Buyer or any of its Affiliates or any of their respective stockholders, partners, members or 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 pursuant to Section 10(a)(iii)(D), and upon payment of the Termination Fee in tort accordance with this Section 10(b), none of the Buyer or otherwiseany of its Affiliates or any of their respective stockholders, partners, members or representatives shall have any further liability or obligation relating to or arising out of this Agreement or any of the Transaction Documents or the transactions contemplated by this Agreement or any of the Transaction Documents.

Termination Fee. (ia) In the event that Parent, for itself and on behalf of Merger Sub and Contribution Sub, or quepasa terminates this Agreement is validly terminated by the Company pursuant to Section 7.1(h8.1(d), then (e) or (f), the Company non-terminating party to shall pay, within three be entitled to receive a fee in cash (3the "TERMINATION FEE") Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) 500,000, payable in immediately available funds funds, the next business day following the termination of this Agreement as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that incurred by the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, non-terminating party in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate connection with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and thathereby. Notwithstanding the foregoing, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the no Termination Fee shall be payable to the sole non-terminating party if the terminating party was in material breach of its representations, warranties or covenants under this Agreement at the time of its termination. (b) In the event that quepasa terminates this Agreement pursuant to Section 8.1(g), Parent shall be entitled to receive $500,000 plus an amount equal to the aggregate amount of fees and exclusive monetary remedy of BRPAexpenses (including all attorney's fees, Merger Sub or any of accountants' fees, and financial advisory fees) incurred by Buyer in connection with the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach ofhereby, or failure to perform underpayable in immediately available funds, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out next business day following the termination of this Agreement or as liquidated damages incurred by Buyer in respect connection with the transactions contemplated hereby. (c) In the event that quepasa terminates this Agreement pursuant to Section 8.1(h), Parent shall be entitled to receive a sum equal to the amount of representations made or alleged its actual expenses incurred for attorneys, accountants and appraisers incurred in connection with this 49 Agreement and the transactions contemplated hereby, up to a maximum of $250,000, as liquidated damages incurred by Buyer in connection with the transactions contemplated hereby. (d) If the terminating party fails to pay when due any amount payable under this Section 8.3, then (i) the terminating party shall reimburse the non-terminating party 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 non-terminating party of its rights under this Section 8.3, and (ii) the terminating party shall pay to the non-terminating party interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be made paid and ending on the date such overdue amount is actually paid to the non-terminating party in connection herewith, whether in equity or full) at law, in contract, in tort or otherwisean annual rate of 12%.

Termination Fee. (ia) In the event that this Agreement is validly terminated by the Company Seller Representative pursuant to Section 7.1(h8.1(d) or Section 8.1(e) or is otherwise terminated when terminable pursuant to Section 8.1(d) or Section 8.1(e), then the Company Buyer shall paypromptly, within three but in no event later than two (32) Business Day of Days after the notice date of such termination of this Agreementtermination, a termination fee pay or cause to BRPA be paid to Tiptree (in its individual capacity, and not as Seller Representative hereunder) or its designees the Termination Fee (an amount equal to Ten Million Dollars ($10,000,000) (the “Termination Fee”) by wire transfer of same day funds (it being understood that in immediately available funds as liquidated damages no event shall Buyer be required to pay the Termination Fee on more than one occasion). Solely for purposes of establishing the basis for the amount thereof, and not as a penalty. (ii) The Parties acknowledge and hereby agree without in any way increasing the amount of the Termination Fee or expanding the circumstances in which the Termination Fee is to be paid, it is agreed that the Termination FeeFee is not a penalty, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be rather is liquidated damages, damages in a reasonable amount that will compensate BRPA Sellers in the circumstances in which it the Termination Fee is payable for the efforts and resources expended and opportunities foregone opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Mergertransactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iiib) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which the event Buyer fails to effect the Closing or otherwise breaches this Agreement is terminated or fails to perform hereunder, then, except as and BRPA is paid only to the Termination Fee pursuant extent expressly permitted by Section 11.10, Sellers’ sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against the Buyer Related Parties in respect of this Agreement, any Contract executed in connection herewith (including the Equity Financing Commitment, the Limited Guaranty and the Debt Financing Commitment, but excluding the Confidentiality Agreement) and the transactions contemplated hereby and thereby shall be to terminate this Section 7.2(b)Agreement in accordance with (and subject to the conditions of) this Article VIII and collect, if due, the Termination Fee and any reimbursement or indemnity obligations under Section 5.11(c) or Section 11.3 from Buyer or pursuant to the Limited Guaranty from Guarantors, and upon payment of such amounts in accordance with Section 5.11(c), Section 11.3 and this Section 8.3(b), except in connection with an order of specific performance as and only to the extent provided in Section 11.10, (A) no Buyer Related Party shall be have any further liability or obligation relating to or arising out of this Agreement, any Contract executed in connection herewith (including the sole Equity Financing Commitment, the Limited Guaranty and exclusive monetary remedy of BRPAthe Debt Financing Commitment, Merger Sub but excluding the Confidentiality Agreement) or any of the BRPA transactions contemplated hereby or thereby, (B) neither Sellers nor any other Seller Related Parties Party shall be entitled to bring or maintain any claim, action, proceeding or other Litigation against the Company Buyer or any other Company Buyer Related Party arising out of or in connection with this Agreement, any Contract executed in connection herewith (including the Equity Financing Commitment, the Limited Guaranty and the Debt Financing Commitment, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, and (C) Sellers and the Seller Representative shall use their reasonable best efforts to cause any claim, action, proceeding or other Litigation pending in connection with this Agreement, any Contract executed in connection herewith (including the Equity Financing Commitment, the Limited Guaranty and the Debt Financing Commitment, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or thereby, to the extent maintained by Sellers or another Seller Related Party against Buyer or any other Buyer Related Party, to be dismissed with prejudice promptly following the payment of any such amounts. For the avoidance of doubt, (x) under no circumstances shall Sellers (directly or through the Seller Representative) be entitled to collect the Termination Fee on more than one occasion and (y) under no circumstances shall Sellers (directly or through the Seller Representative) be permitted or entitled to receive both a grant of specific performance of the obligation to close contemplated by Section 11.10 that results in the Closing occurring and any money damages, including the Termination Fee. In connection with any loss or damage suffered as a result of any breach of any representation, covenant or agreement in this Agreement or the failure of the Merger and the other transactions contemplated by this Agreement Closing to be consummated or for a breach ofconsummated, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith herewith, in each case, other than in a circumstance in which the Seller Representative is permitted to terminate this Agreement and cause Tiptree or therewithits designee to receive the Termination Fee pursuant to this Section 8.3 or any reimbursement or indemnity obligations under Section 5.11(c), Section 11.3 or the Limited Guaranty, Sellers agrees that the maximum aggregate liability of Buyer shall be limited to an amount equal to the amount of the Termination Fee plus any reimbursement or indemnity obligations under Section 5.11(c), Section 11.3 and the Limited Guaranty, and upon payment in no event shall Sellers (directly or through the Seller Representative) seek to recover any money damages in excess of such amounts, none amount. In no event shall Sellers (directly or through the Seller Representative) seek equitable relief or to recover monetary damages from any Buyer Related Party in connection with the transactions contemplated by this Agreement other than (i) Buyer pursuant to (and subject to the conditions of) this Agreement and (ii) monetary damages from Guarantors pursuant to (and subject to the conditions of) the Limited Guaranty. (c) The parties acknowledge that the agreements contained in this Section are an integral part of the Company Related Parties shall have any further liability or obligation relating to or arising out of transactions contemplated by this Agreement or in respect of representations made or alleged to be made in connection herewithAgreement, whether in equity or at lawand that, in contractwithout these agreements, in tort or otherwisethe parties would not enter into this Agreement.

Termination Fee. It is understood by the parties hereto that the Termination Fee shall only become due and payable to the Buyer if (i) In the event that Seller elects not to consummate the transaction contemplated herein for any reason other than those set forth in Sections 11.1.1 and 11.1.3, (ii) a Superior Proposal is received by Seller prior to Seller’s election not to consummate such transaction, and (iii) within six (6) months from the date of Termination of this Agreement is validly terminated by the Company Seller pursuant to Section 7.1(h11.1.3(ii), then the Company shall paySeller agrees to or enters into an agreement to sell or transfer the Business, within three (3) Business Day whether through a sale of all, or substantially all, of the notice ownership interests of the Seller (however characterized) or any successor thereto, or through a sale of all, or substantially all, of the assets of the Seller or any successor thereto, with the Person making the Superior Proposal or such termination of this Agreement, Person’s Affiliate (a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination FeeThird Party Sale”) in immediately available funds as liquidated damages and not as a penalty. (ii) the Third Party Sale ultimately closes. The Parties acknowledge Seller acknowledges and hereby agree agrees that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA in Fee represents 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 Parties’ best estimate of the consummation out-of-pocket costs incurred by the Buyer and the value of management time, overhead, opportunity costs and other unallocated costs of the Merger, which amount would otherwise be impossible to calculate Buyer incurred by or on behalf of the Buyer in connection with precisionthis Agreement. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub Seller further acknowledges that the agreements contained in provisions for the payment of this Section 7.2 Termination Fee are an integral part of the transactions transaction contemplated by this Agreement and that, without these agreementsprovisions, the parties hereto Buyer would not enter have entered into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), . Payment of the Termination Fee shall be made in immediately available funds payable at the sole and exclusive monetary remedy of BRPA, Merger Sub or any closing of the BRPA Related Parties against the Company or any other Company Related Third Party Sale. Seller, and its principal commercial lenders, Spring Capital and BIA Digital (jointly), shall fully indemnify Buyer for any loss or damage suffered as a result and all costs, including the payment of any attorneys’ fees, incurred in connection with the collection and enforcement of any judgment relating to the non-payment of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseTermination Fee.

Termination Fee. (ia) In the event that this Agreement is validly terminated by the Company (i) Seller pursuant to Section 7.1(h8.1(c) or Section 8.1(f) or (ii) JV Buyer pursuant to Section 8.1(d) or Section 8.1(e) at a time when this Agreement is terminable by Seller pursuant to Section 8.1(c) or Section 8.1(f), then JV Buyer shall pay or cause to be paid to Seller the Company Termination Fee, in each case, as set forth in this Section 8.3; provided, however, that, notwithstanding anything herein to the contrary, no Termination Fee shall paybe payable in the event of a Seller Affiliate Financing Failure. (b) In the event that the Termination Fee is payable, JV Buyer will pay or cause to be paid in cash the Termination Fee to Seller by wire transfer of immediately available funds within three ten (310) Business Day Days after the date that this Agreement is so validly terminated and pursuant to wire transfer instructions provided by Seller. In no event shall JV Buyer be required to actually pay a Termination Fee on more than one occasion. (c) Notwithstanding anything herein to the contrary (subject to the last sentence of this Section 8.3(c) and the last sentence of Section 8.3(f)), in the event that this Agreement is validly terminated in accordance with its terms, (i) Seller’s right to receive a Termination Fee if, when and to the extent payable pursuant to Section 8.3(a) shall constitute the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the notice Seller Group and each of such their respective Affiliates and Representatives against ▇▇▇▇▇▇, the Financing Sources or any of their respective Affiliates and Representatives and their successors and assigns for all Losses suffered as a result of any breach of any representation, warranty, covenant or agreement herein or as a result of the failure of the transactions contemplated by the Transaction Documents to be consummated (whether or not willfully or intentionally) and (ii) upon payment of the Termination Fee (or, in the event of a valid termination of this Agreement in circumstances where no Termination Fee is payable, upon valid termination hereof), none of Buyers, the Financing Sources or any of their respective Affiliates shall have any further liability or obligation relating to or arising out of this Agreement, the Commitment Letters or the transactions contemplated hereby. Notwithstanding the other provisions of this Section 8.3, nothing shall limit the rights of the Seller Group to (A) bring or maintain any dispute or Action for any (x) injunction, specific performance or other equitable relief to the extent provided in Section 11.13 (unless a termination fee Termination Fee has been paid in accordance with this Section 8.3) or (y) breach of the Confidentiality Agreement, or (B) be reimbursed for any costs, fees and expenses (or indemnified) pursuant to BRPA in an amount equal to Ten Million Dollars ($10,000,000the express terms hereof, including Section 6.3, Section 6.9, Section 6.12(a), Section 6.15(a) (“Termination Fee”Section 6.15(d), Section 6.15(e), Section 6.15(f), Section 6.15(i), Section 6.18(c), Section 6.21, Section 8.3(d) in immediately available funds as liquidated damages and not as a penaltyor Section 11.5(b). (d) Each party hereto acknowledges that (i) the agreements in this Section 8.3 are an integral part of the transactions contemplated hereby and (ii) The Parties acknowledge and hereby agree that without these agreements, the parties hereto would not enter into this Agreement. Accordingly, if JV Buyer fails to timely pay the Termination Fee to Seller in circumstances where a Termination Fee is payable to Seller pursuant to this Section 8.3 and, in order to obtain such Termination Fee, Seller or its Affiliates commences any claim, dispute or Action in respect of such Termination Fee, then JV Buyer shall pay to Seller (A) the Termination Fee, ifplus (B) the lesser of (x) $5,000,000 and (y) the amount of any reasonable and documented fees, costs and expenses (including legal fees) incurred by Seller and its Affiliates in connection with any such claim, dispute or Action (the “Recovery Cost”). (e) In light of the difficulty of accurately determining actual losses or damages with respect to the foregoing, the parties hereto acknowledge and agree that a Termination Fee, as and when required to be paid pursuant to this Section 7.2(b)8.3, shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA the Seller Group in the circumstances in which it 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 Mergertransactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iiif) Notwithstanding anything herein to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to (including this Section 7.2(b8.3), under no circumstances will Seller, ▇▇▇▇▇▇, any of the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub Other Seller Group Entities or any of their Affiliates, in the BRPA Related Parties against the Company aggregate, be entitled to monetary damages or any other Company Related Party monetary remedies for any loss claims, damages or damage other losses suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement hereby or in the Commitment Letters to be consummated or for a breach of, or failure to perform under, this Agreement hereunder or thereunder or for any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none in an amount in excess of the Company Related Parties shall have Cap (as defined in the Limited Guaranty). Without limiting the foregoing, if Buyers fail to effect the Closing for any further liability or obligation relating to no reason or arising out of otherwise breach this Agreement or fail to perform hereunder (in respect any case, whether willfully, intentionally, unintentionally or otherwise), and in each case the Closing has not occurred, in no event shall the Seller, Everen or any of representations made their respective Affiliates directly or alleged to be made indirectly seek any monetary damages from Buyers or any of their respective Affiliates in connection herewithwith this Agreement or any of the transactions contemplated hereby (including the Financing), whether other than (without duplication and limited to the amount of the Cap) (x) from JV Buyer to the extent expressly provided in equity this Section 8.3 and (y) to the extent that the Termination Fee and the Recovery Cost (if any) has not been paid to Seller in full by or at lawon behalf of JV Buyer in accordance with this Section 8.3, from the Investors in contractaccordance with the Limited Guaranty (provided, that in tort such case, the aggregate amount payable under this Agreement and the Limited Guaranty or otherwisein connection with the transactions contemplated hereby and thereby shall not exceed an amount equal to the portion of the Termination Fee that has not already been paid to Seller by JV Buyer or the Investors, if any) or G Buyer or GATX pursuant to the express terms herein. Notwithstanding the foregoing (subject to the amount of the Cap), the foregoing shall not prevent, limit or impair Seller or Everen from seeking and obtaining reimbursement of all and all costs, fees or expenses paid or incurred prior to any termination hereof that are payable or reimbursable by (i) any Buyer, GATX or any of its Affiliates to Seller, Everen or any of their respective Affiliates pursuant to Section 6.3, Section 6.9, Section 6.12(a), Section 6.15(a), Section 6.15(d), Section 6.15(i), Section 6.18(c), Section 8.3(d) or Section 11.5(b), (ii) B Buyer or any of its Affiliates to Seller, Everen or any of their respective Affiliates pursuant to Section 6.15(e), or (iii) GATX or any of its Affiliates to Seller, Everen or any of their respective Affiliates pursuant to Section 6.15(f) or Section 6.21, and no such costs, fees or expenses shall count toward the limitations on recovery in this Section 8.3(f), but such costs, fees or expenses shall count toward the Cap.

Termination Fee. (i) In If the event that Company or Sellers terminate this Agreement is validly terminated by the Company pursuant to Section 7.1(h8.1(e), then the SPAC will, within two (2) Business Days after the date that sufficient monies or other assets have been released from the Escrow Account, pay the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) 1,000,000 (“Termination Fee”) in by wire transfer of immediately available funds to an account designated by the Company; provided that: (a) Buyer and the SPAC have received notice of termination from the Company or Sellers under Section 8.2, (b) the deficiency or deficiencies were not cured during the Cure Period; (c) the Termination Fee‌ will not be paid from the Escrow Account as liquidated damages set out more fully in Section 6.17, and (d) the Termination Fee will not as a penalty. (ii) The Parties acknowledge and hereby agree be paid from monies or other assets released from the Escrow Account that are payable to the SPAC Shareholders or the IPO Underwriter. If the Company receives payment of the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but the receipt of the Termination Fee will be deemed liquidated damages, damages in a reasonable amount that will fairly compensate BRPA in Sellers and the circumstances in which it is payable Company for the efforts and resources expended and opportunities foregone while negotiating this Agreement foregone, and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precisionnot a penalty. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Company’s right to receive payment of the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall will be the sole and exclusive monetary remedy of BRPASellers, Merger Sub the Company and their Affiliates against Buyer, the SPAC or their Affiliates or any of the BRPA Related Parties against the Company their respective shareholders or any other Company Related Party Representatives for any loss and all Losses that may be suffered based upon, resulting from or damage suffered as a result arising out of the failure circumstances giving rise to termination of the Merger and the other transactions contemplated by this Agreement pursuant to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewithSection 8.1(e), and upon payment of such amounts, the Termination Fee in accordance with this Section 8.3 none of Buyer, the Company Related Parties shall SPAC or any of their Affiliates or any of their shareholders or Representatives will have any further liability or obligation relating to or arising out of this Agreement Agreement, any ancillary documents or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisethe Transaction.

Termination Fee. (ia) In the event that this Agreement is validly terminated by the Company or deemed terminated pursuant to Section 7.1(h9.1(e), then Buyer shall promptly, but in no event later than two (2) Business Days after the Termination Date, pay or cause to be paid to the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in or its designees an amount equal to Ten Million Dollars $18,000,000 ($10,000,000) (the “Termination Fee”) in by wire transfer of immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree it being understood that the Termination Fee, if, as and when required pursuant to Section 7.2(b), Buyer shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion). Each Solely for purposes of establishing the basis for the amount thereof, the Parties agree that the Termination Fee is a liquidated damage and not a penalty and the payment of the Termination Fee in the circumstances specified herein is supported by due and sufficient consideration. (b) In the event that this Agreement is terminated or deemed terminated pursuant to Section 9.1(e), the Company, BRPA ’s receipt of the Termination Fee shall be the sole and Merger Sub acknowledges exclusive remedy of the Company or the Equity Holders against Buyer for any loss suffered as a result of Buyer’s failure to consummate the Closing and no other amount shall be due and payable by Buyer as a result thereof except as provided herein. (c) The Parties acknowledge that the agreements contained in this Section 7.2 9.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, agreement the parties hereto Parties would not enter into this Agreement. (iii) Notwithstanding anything . Accordingly, if Buyer fails to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid promptly pay the Termination Fee pursuant to this Section 7.2(b)9.3(a) and, in order to obtain such payment, the Company or the Equity Holders commence litigation that results in a judgment against Buyer for the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against portion thereof, Buyer shall reimburse the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or Equity Holders for a breach all of their out-of, or failure to perform under, this Agreement or any certificate or other document delivered -pocket costs and expenses (including attorney’s fees) in connection herewith with such suit, together with interest on such amount or otherwise or portion thereof at the prime rate in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon effect on the date such payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged was required to be made (as reported in connection herewith, whether in equity or at law, in contract, in tort or otherwisethe Wall Street Journal) for the period from such required payment date through the date of actual payment.

Termination Fee. (i) In Provided the event that this Agreement Purchaser is validly terminated by the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3) Business Day not in default of the notice of such termination of its material obligations under this Agreement, a termination fee the Vendor shall pay to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay Purchaser the Termination Fee on more than one (1) occasion. Each if any of the Company, BRPA and Merger Sub acknowledges that following occur: (a) the agreements contained in this Section 7.2 are an integral part board of directors of the transactions Vendor fails to recommend that shareholders of the Vendor approve the transaction contemplated by this Agreement and thator the board of directors of the Vendor withdraws or, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything in a manner materially adverse to the contrary in this Agreementtransaction contemplated hereby, in any circumstance in which this Agreement modifies or changes its recommendation to holders of its shares to approve the transaction contemplated hereby, provided that such failure, modification or change is terminated and BRPA is paid not due to a material misrepresentation made by the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub Purchaser or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the occurrence of any matter referred to in Section 9.1 hereof which would entitle the Vendor to terminate this Agreement (in which case this Section 9.3 shall not be applicable) unless the occurrence shall be due to the failure of the Merger and the other transactions contemplated by this Agreement to be consummated Vendor or for a breach of, or failure Subco to perform under, its obligations under this Agreement Agreement; (b) another bona fide Take-Over Proposal is publicly announced or any certificate made to the Vendor or other document delivered in connection herewith Subco or otherwise to all or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none substantially all holders of the Company Related Parties shall have any further liability Vendor’s or obligation relating Subco’s shares that provides or would provide greater value to holders of the Vendor’s or arising out Subco’s shares than under the transaction contemplated hereby and, upon termination of this Agreement such Take-Over Proposal has not expired or been withdrawn; (c) a material breach by the Vendor or Subco of its covenants, agreements, representations and warranties in respect this Agreement which makes it impossible or unlikely that the transaction contemplated hereby will be completed or that the conditions precedent set forth herein will be satisfied. The value from time to time of representations made or alleged the transaction contemplated hereby and any Take-Over Proposal shall be determined jointly by the Purchaser and the Vendor, acting reasonably. The Vendor agrees that the Termination Fee will be paid within five business days of the date of the earliest of such event to occur. On the date of the earliest event described above in this Section 9.3, the Vendor shall be made deemed to hold such sum in connection herewith, whether in equity or at law, in contract, in tort or otherwisetrust for the Purchaser.

Termination Fee. If (ia) In the event that Buyer terminates this Agreement is validly terminated by the Company pursuant to Section 7.1(h10.1(e) or (b) Sellers terminate this Agreement pursuant to Section 10.1(c)(i) or (ii), then in either case of subsection (a) or (b) of this Section 10.3 on or before 45 days after the Company shall pay, within three (3) Business Day of the notice of such termination date of this Agreement, a Buyer will pay Sellers an aggregate amount of $6,500,000. If (x) Buyer terminates this Agreement pursuant to Section 10.1(e) or (y) Sellers terminate this Agreement pursuant to Section 10.1(c)(i) or (ii), in either case of subsection (x) or (y) of this Section 10.3, after 45 days after the date of this Agreement, or (z) if Sellers terminate this Agreement pursuant to Section 10.1(c)(iii) on or after August 24, 2009, Buyer will pay Sellers an aggregate amount of $9,500,000. The sole and exclusive remedy of Sellers and the Companies with respect to Buyer’s termination fee of this Agreement pursuant to BRPA Section 10.1(e) is to receive payment under this Section 10.3. The sole and exclusive remedy of Sellers and the Companies with respect to any breach by Buyer of its material obligations under this Agreement, the failure of any of the representations and warranties of Buyer contained in an amount equal this Agreement to Ten Million Dollars ($10,000,000be true and correct in all material respects or Buyer fails to consummate the transactions contemplated by this Agreement even though all of the conditions to Buyer’s obligation to Close as set forth in Section 9.2 have been satisfied or waived is to terminate this Agreement pursuant to Section 10.1(c) (“Termination Fee”) in and to receive the payment under this Section 10.3. Any payment under this Section 10.3 will be by wire transfer of immediately available funds (allocated in the manner as liquidated damages Sellers instruct) immediately upon Sellers’ demand and not as a penalty. (ii) The Parties acknowledge and hereby agree that without any right of setoff. Upon payment of the Termination Feeapplicable amount, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but Buyer will be liquidated damages, in a reasonable amount that will compensate BRPA in the circumstances in which it is payable for the efforts fully released and resources expended discharged from any and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible all Damages resulting from its failure to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of close the transactions contemplated by this Agreement and for any breach or failure giving rise to Sellers’ termination pursuant to Section 10.1(c). Sellers and Buyer agree that: (i) the agreement set forth in this Section 10.3 is an integral part of this Agreement, without these agreements(ii) the amount of the fee provided in this Section 10.3 is reasonable and appropriate in all respects, the parties hereto and (iii) Sellers and Buyer would not enter into this Agreement. (iii) Notwithstanding anything to Agreement without the contrary agreement contained in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise10.3.

Termination Fee. (i) In the event that If this Agreement is validly terminated (A) by the Company either Seller or Buyer pursuant to Section 7.1(h9.1(b) and Seller is otherwise entitled to terminate this Agreement pursuant to Section 9.1(c) or 9.1(e); (B) by Seller pursuant to Section 9.1(c); or (C) by Seller pursuant to Section 9.1(e), then the Company then, in each case, Buyer shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee pay to BRPA in Seller an amount equal to Ten Million Dollars $844,000,000.00 ($10,000,000) (the “Termination Fee”) in immediately available funds as liquidated damages and not as a penaltyaccordance with this Section 9.2(b). (ii) The Parties acknowledge and hereby agree In the event the Termination Fee is payable, such fee will be paid to Seller by Buyer in cash in immediately available funds within three Business Days after the date set forth in a written demand delivered to Buyer for Buyer to pay such Termination Fee. In the event Buyer does not pay the Termination Fee within such three Business Day period, Buyer acknowledges that Seller shall be entitled to draw upon the Guaranty for payment of the Termination Fee. In addition to the Termination Fee, ifBuyer shall pay, or cause to be paid, to Seller (A) the reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Seller in connection with the pursuit of payment of the Termination Fee and (B) interest on the Termination Fee at the rate equal to the prime rate as published in the Wall Street Journal in effect on the date such payment or amount was required to be made per annum from and when including the date the Termination Fee was required to be paid pursuant to the first sentence of this Section 7.2(b), shall not 9.2(b)(ii) up to and including the payment date. (iii) Buyer acknowledges and agrees that (A) the agreements contained in this Section 9.2(b) are an integral part of the transactions contemplated hereby and constitute a penalty reasonable estimate of the losses that would be suffered by reason of any termination specified under this Section 9.2(b) in light of the difficulty of accurately determining actual damages upon such termination and (B) without these agreements, Seller would not have entered into this Agreement. (iv) Each of the Parties acknowledges and agrees that (A) the payment of the Termination Fee that complies with this Section 9.2 is not a penalty, but will be is liquidated damages, damages in a reasonable amount that will compensate BRPA Seller in the circumstances in which it such fee is payable for the efforts and resources expended and opportunities foregone while in negotiating this Agreement and (B) Seller may simultaneously pursue both a grant of specific performance under Section 11.11 that results in reliance on this Agreement and on the expectation of the consummation of the Mergertransactions contemplated to occur at or in connection with the Closing and payment of the Purchase Price and the payment of the Termination Fee under Section 9.2; provided, which amount would otherwise however, that Seller shall not be impossible entitled to calculate with precision. The Parties acknowledge and hereby agree that in ultimately receive both remedies. (v) In no event shall the Company Buyer be required to pay or cause to be paid the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. To compensate Sterling for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by Sterling, the Company and Sterling agree as follows: (a) Provided that neither Sterling nor Bancorporation shall be in material breach of its obligations under this Agreement (which breach has not been cured promptly following receipt of written notice thereof by the Company specifying in reasonable detail the basis of such alleged breach), the Company shall pay to Sterling the sum of $600,000 (the "Termination Fee"), plus reasonable out-of-pocket expenses, not in excess of $150,000 (including, without limitation, amounts paid or payable to banks and investment bankers, fees and expenses of counsel and printing expenses) (such expenses are hereinafter referred to as the "Expenses") incurred by Sterling or any of its Affiliates in connection with or arising out of the transactions contemplated by this Agreement, regardless of when those expenses are incurred, if this Agreement is terminated (i) In the event that this Agreement is validly terminated by the Company pursuant to under the provisions of Section 7.1(h10.01(e), then (ii) by either Sterling or the Company under the provisions of Section 10.01(f) due to the failure of the Company's stockholders to approve and adopt this Agreement and the Merger, if at the time of such failure to so approve and adopt this Agreement and the Merger there shall payexist an Acquisition Proposal with respect to the Company and, within three (3) Business Day nine months of the notice of such termination of this Agreement, the Company enters into a termination fee definitive agreement with any third party with respect to BRPA in any Acquisition Proposal with respect to the Company or (iii) by Sterling under the provisions of Section 10.01(g). Sterling shall provide the Company with an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penaltyitemization of Expenses. (iib) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when Any payment required pursuant to by paragraph (a) of this Section 7.2(b), 8.11 shall not constitute a penalty but will be liquidated damagesbecome payable within two business days after termination of this Agreement or, in a reasonable amount that will compensate BRPA 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 case of reimbursement to Sterling of the consummation of the MergerExpenses, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that promptly after (but in no event shall later than three business days following) delivery to the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub itemization of Expenses. (c) The Company acknowledges that the agreements contained in this Section 7.2 8.11 are an integral part of the transactions contemplated by in this Agreement Agreement, and that, without these agreements, the parties hereto Sterling would not enter into this Agreement. (iii) Notwithstanding anything ; accordingly, if the Company fails to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid promptly pay the Termination Fee pursuant or Expenses when due, the Company shall in addition thereto pay to this Section 7.2(b)Sterling all costs and expenses (including fees and disbursements of counsel) incurred in collecting such Termination Fee or Expenses, as the case may be, together with interest on the amount of the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or Expenses (or any of unpaid portion thereof) from the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon date such payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged was required to be made until the date such payment is received by Sterling at the prime rate as reported in connection herewith, whether The Wall Street Journal as in equity or at law, in contract, in tort or otherwiseeffect from time to time during such period.

Termination Fee. (i) In the event that this Agreement is validly terminated by the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3) Business Day of the notice of such Upon termination of this Agreement, a termination fee Agreement due to BRPA an Event of Default by Owner or by Owner in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out contravention of this Agreement or in those other circumstances provided in Articles 15.02(e) (failure to complete reconstruction after casualty), 16.02(b) (failure to complete reconstruction after condemnation) and 21.03 (transfer to Non-Qualified Person), Owner shall, in addition to all other amounts due and payable hereunder, pay to Manager a fee (the "Termination Fee") as set forth below as liquidated damages for its default. Owner's obligation to pay for all indemnification and defense claims (subject to Articles 14.01(c) and 14.02), to maintain insurance after termination (with respect to occurrences before termination) and to pay for all costs of representations made operating the Casino prior to termination shall be in addition to and shall survive termination of this Agreement and payment of the Termination Fee. The Termination Fee that shall be payable by Owner to Manager in the event of, and at the time of, termination of this Agreement due to any Event of Default by Owner and in certain other circumstances provided for in this Agreement shall be an amount equal to three (3) times the average amount of annual Management Fees earned in the twenty-four (24) Fiscal Months preceding termination, but, until the end of the third full Fiscal Year following the date hereof, not less than THIRTY TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS 51 57 ($32,500,000), increased by the percentage increase in the CPI occurring between the date hereof and the date of termination. Notwithstanding the foregoing, if any default or alleged event, action or omission by Owner giving rise to be made a termination by Manager results solely from an action or omission of Manager's Affiliate in its capacity as shareholder of Owner, or the action or omission of the directors of Owner elected by Manager's Affiliate, Manager shall not in any such event receive a Termination Fee in connection herewithwith such Event of Default or resulting termination. OWNER RECOGNIZES AND AGREES THAT IF THIS AGREEMENT IS TERMINATED FOR THE REASONS SPECIFIED HEREIN AS ENTITLING MANAGER TO RECEIVE A TERMINATION FEE, whether in equity or at lawMANAGER WOULD SUFFER AN ECONOMIC LOSS BY VIRTUE OF THE RESULTING LOSS OF MANAGEMENT FEES WHICH WOULD OTHERWISE HAVE BEEN EARNED UNDER THIS AGREEMENT. BECAUSE SUCH FEES VARY IN AMOUNT DEPENDING ON THE GROSS REVENUES EARNED AT THE CASINO AND ACCORDINGLY WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN WITH CERTAINTY, in contractTHE PARTIES AGREE THAT THE TERMINATION FEE PROVIDED IN THIS AGREEMENT HAS BEEN DETERMINED TO CONSTITUTE A REASONABLE ESTIMATE OF LIQUIDATED DAMAGES TO MANAGER. IT IS AGREED THAT MANAGER SHALL NOT BE ENTITLED TO MAINTAIN A CAUSE OF ACTION AGAINST OWNER FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT OR ACTUAL DAMAGES IN EXCESS OF THE TERMINATION FEE IN ANY CONTEXT WHERE THE TERMINATION FEE IS PROVIDED BY THIS AGREEMENT TO BE MANAGER'S REMEDY, in tort or otherwiseAND RECEIPT OF SUCH FEE TOGETHER WITH ALL OTHER AMOUNTS DUE AND PAYABLE BY OWNER TO MANAGER WITH RESPECT TO EVENTS OCCURRING PRIOR TO OR IN CONNECTION WITH THE TERMINATION OF THIS AGREEMENT AND MANAGER'S CONTINUING RIGHT TO INSURANCE COVERAGE, INDEMNIFICATION FOR PRE- AND POST-TERMINATION OCCURRENCES, AND PROTECTION OF ITS PROPRIETARY SYSTEM MARKS BY INJUNCTIVE AND OTHER APPROPRIATE RELIEF SHALL BE MANAGER'S SOLE REMEDY AGAINST OWNER IN ANY SUCH CASE.

Termination Fee. (a) If this Agreement is terminated pursuant to Section 8.1(e) or (f), then (i) In in the event that this Agreement is validly terminated by the Company pursuant to case of termination under Section 7.1(h8.1(e), then the Company Seller shall pay, within three (3) Business Day of the notice of immediately following such termination of this Agreement, a termination fee to BRPA in pay Buyer an amount equal to Ten Million Dollars four hundred fifty thousand dollars ($10,000,000450,000.00) (“the "Termination Fee”) in immediately available funds as liquidated damages "), and not as a penalty. (ii) The Parties acknowledge in the case of termination under Section 8.1(f), Seller shall, simultaneously with such termination and hereby agree that as a condition thereof, pay Buyer the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA each case 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreementsame-day funds. (iiib) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which If this Agreement is terminated by either party under Section 8.1(g), and BRPA is paid prior thereto there has been publicly announced an Acquisition Proposal, then if within nine months of such termination Seller or SMB either (A) enters into a definitive agreement with respect to an Acquisition Proposal or (B) consummates an Acquisition Proposal, Seller shall immediately pay Buyer the Termination Fee pursuant set forth in Section 8.4(a) in same-day funds. For purposes of clauses (A) and (B) above, the reference to this Section 7.2(b), 24.99% in the definition of Acquisition Proposal shall be "a majority". (c) The payment of the Termination Fee shall fully discharge Seller from any and all liability under this Agreement and related to the transactions contemplated herein, and Buyer shall not be entitled to any other relief or remedy against Seller. If the sole Termination Fee is not payable, Buyer may pursue any and exclusive monetary remedy all remedies available to it against Seller on account of BRPA, Merger Sub or a willful and material breach by Seller of any of the BRPA Related Parties provisions of this Agreement. Moreover, if the Termination Fee is payable pursuant to Section 8.1(e)(ii), Buyer shall have the right to pursue any and all remedies available to it against the Company or any other Company Related Party for any loss or damage suffered as a result Seller on account of the failure willful and material breach by Seller of Section 6.7 in lieu of accepting the Termination Fee under Section 8.4(a), Seller may pursue any and all remedies available to it against Buyer on account of a willful and material breach by Buyer of any of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out provisions of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseAgreement.

Termination Fee. (ia) In the event Seller agrees that if this Agreement is validly terminated by Buyer under paragraph (b) of Section 11.1 due to the Company pursuant failure of Seller to consummate the transaction notwithstanding the satisfaction of all conditions to Seller's obligations set forth in Section 7.1(h)10.2, then the Company Seller shall pay, promptly and in any event within three (3) Business Day of the notice ten days of such termination of this Agreementpay to Buyer, as liquidated damages, a cash termination fee to BRPA payment in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty____________. (iib) The Parties acknowledge and hereby agree Buyer agrees that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which if this Agreement is terminated and BRPA is paid the Termination Fee pursuant by Seller under paragraph (b) of Section 11.1 due to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of Buyer to consummate the Merger transaction notwithstanding the satisfaction of all conditions to Buyer's obligations set forth in Section 10.1, Buyer shall promptly and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or in any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment event within ten days of such amountstermination pay to Seller, none of the Company Related Parties shall have any further liability or obligation relating as liquidated damages, a cash termination payment in an amount equal to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith$_________. THE PARTIES AGREE THAT IN THE EVENT OF TERMINATION OF THIS AGREEMENT DUE TO A MATERIAL BREACH OF COVENANT BY THE OTHER PARTY AS DESCRIBED IN SECTIONS 11.3(A) OR 11.3(B), whether in equity or at lawIT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY THE NONBREACHING PARTY AS A RESULT OF SUCH BREACH AND RESULTING TERMINATION. THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, in contractTHE LIQUIDATED DAMAGES PROVIDED IN THIS PARAGRAPH REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH A PARTY WILL INCUR AS A RESULT OF SUCH BREACH BY THE OTHER PARTY; PROVIDED, in tort or otherwise.HOWEVER, THAT THIS PROVISION WILL NOT WAIVE OR AFFECT EITHER PARTY'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, BUYER AND SELLER AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT THE NONBREACHING PARTY WOULD SUFFER IN THE EVENT OF THE OTHER PARTY'S BREACH IS AN AMOUNT EQUAL TO THE AMOUNT SET FORTH IN THIS SECTION 11.3, AND THIS AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES UNDER THE FOREGOING CIRCUMSTANCES. THE FOREGOING AMOUNT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. ---------- Buyer's initials ----------- Seller's initials

Termination Fee. (a) If this Agreement is terminated by Seller pursuant to this Article VII (the date on which written notice of such termination is given by Seller to Buyer, the “Termination Date”), then (i) In Buyer shall pay or cause to be paid an amount in cash equal to the event Audit Expenses as of the Termination Date (the “Audit Termination Fee”) to Seller promptly (and, in any event, within two (2) Business Days of the Termination Date) by wire transfer of same day funds to an account designated by Seller, which amount shall not be subject to offset or deduction of any kind by Buyer, and (ii) on the Termination Date, Seller and Buyer shall execute and deliver joint written instructions to the Escrow Agent requesting that all of the then-remaining funds in the Escrow Account (the “Escrow Termination Fee” and, together with the Audit Termination Fee, the “Termination Fee”) at such time be released from the Escrow Account to Seller within two (2) Business Days of the Termination Date. (b) This Section 7.3 shall not limit (i) the rights of Seller in the case of willful breach by Buyer of the terms and provisions of this Agreement is validly terminated by the Company prior to termination, (ii) any Person’s obligations pursuant to the Confidentiality Agreement, all of which shall survive in accordance with the terms contained therein, (iii) Seller’s rights of specific performance pursuant to, and subject to the limitations in, Section 7.1(h), then 8.12 of this Agreement prior to the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee (iv) Seller’s right to BRPA in an amount equal be reimbursed for any costs and expenses and receive interest, as applicable, pursuant to Ten Million Dollars Section 7.3(c) or ($10,000,000v) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penaltySeller’s right to bring or maintain any Proceeding against Buyer subject to the limitations set forth herein. (iic) If in order to obtain payment of any amounts due pursuant to this Section 7.3, Seller commences a Proceeding that results in a final, non- appealable judgment against Buyer for any of the Termination Fee (it being acknowledged and agreed by Buyer that Seller in such instance would have the right to commence any such Proceeding), Buyer shall pay to Seller all of the documented and reasonable out-of-pocket costs and expenses actually incurred or accrued by Buyer (including reasonable attorneys’ fees) in connection with such rest shall accrue on the amount of the Termination Fee from the date such payment or release from escrow was required to be made pursuant to the terms of this Agreement until the date of payment or release from escrow at the rate of five percent (5%) per annum. (d) The Parties hereby acknowledge and hereby agree that (i) the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parties would not enter into this Agreement, and (ii) each of the Escrow Termination Fee, if, as and when required Fee payable by Buyer pursuant to this Section 7.2(b)7.3 and the Audit Termination Fee payable on behalf of Buyer (made by the Escrow Agent’s release of all amounts in the Escrow Account) pursuant to this Section 7.3 is not a penalty, shall not constitute a penalty but will be is liquidated damages, damages in a reasonable amount that will compensate BRPA in the circumstances in which it is payable Seller for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on upon this Agreement and on the expectation of the consummation of the Mergertransactions contemplated by this Agreement, and for the loss suffered by reason of the failure of such consummation, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge uncertain and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasionincapable of accurate determination. Each of Party covenants and agrees that it will not take any position that is in any way inconsistent with the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreementimmediately preceding sentence.” (iiio) Notwithstanding anything The following definitions are appended to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.8.10:

Termination Fee. (i) In Notwithstanding anything herein to --------------- the contrary, in the event that this that: (a) Purchaser or Seller terminates the Agreement is validly terminated by under Section 7.1(e), Seller shall pay to Purchaser no later than two business days after the Company entry of the Bankruptcy Court's order approving the transaction with an Overbidder the sum of $700,000 (the "Termination Fee"), which amount shall be paid directly from the winning Overbidder's Overbidder's Deposit provided under Section 5.1(b)(i)(7); (b) a Sale Order has been entered approving the sale of the Stock to the Purchaser pursuant to Section 7.1(h)this Agreement, then Seller breaches its obligation to close the Company shall payAcquisition and such breach is not remedied within five business days, and Purchaser is not in breach of its material representations, warranties, covenants or agreements herein, then, within three (3) Business Day ten days of the notice of such Seller's termination of this Agreement, a termination fee Seller shall pay to BRPA in an amount equal to Ten Million Dollars (Purchaser the sum of $10,000,000) (“Termination Fee”) in immediately available funds 450,000 as liquidated damages and not as a penalty.(the "Liquidated Damages"); or (iic) The Parties acknowledge and hereby agree that a Sale Order has been entered approving the Termination Fee, if, as and when required sale of the Stock to the Purchaser pursuant to Section 7.2(b)this Agreement, Purchaser breaches its obligation to close the Acquisition and such breach is not remedied within five business days, and Seller is not in breach of its material representations, warranties, covenants or agreements herein, then, within ten days of Seller's termination of this Agreement, Purchaser shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA in pay to Seller 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, which amount would otherwise be impossible to calculate with precisionLiquidated Damages. The Parties acknowledge and hereby agree that in no event shall the Company be required obligation of Seller to pay the Termination Fee on more than one (1) occasion. Each or Liquidated Damages, as the case may be, shall constitute an administrative expense in the Reorganization Case having super-priority administrative status ahead of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(ball other super-priority administrative claims allowed under Code Sections 503(b), the Termination Fee shall be the sole 507(b) and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise364(c)(1).

Termination Fee. (i) In recognition of the considerable time and expense that the Shareholders have expended and will expend in entering into this Agreement and the other transactions contemplated hereby, and in order to induce the Shareholders to enter into such transactions, in the event that this Agreement the Merger is validly terminated not consummated due to the failure by the Company pursuant Purchaser to Section 7.1(h)meet the conditions set forth in Article VIII above or the failure by the Purchaser to use its commercially reasonable efforts to meet such conditions, then the Company Purchaser shall pay, within three promptly pay to the Shareholders (3pro-rata) Business Day in cash the sum of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten One Million Dollars ($10,000,0001,000,000) (“the "Termination Fee”) in immediately available funds as liquidated damages "), which fee shall be full and not complete compensation to the Shareholders as a penalty. result of such failure and, upon the making of such payment (provided such payment is timely made in accordance with the terms of this Agreement), there shall be no further obligation to the Shareholders by the Purchaser pursuant to this Agreement; provided, however, the Termination Fee shall not be paid in the event the Merger is not consummated as a result of: (i) a Termination Event (as defined in Section 8.2(a), or (ii) The Parties acknowledge and hereby agree the discovery by Purchaser of facts not known to Purchaser as of the effective date of this Agreement that indicate that the Shareholders or the Company have violated existing law with respect to the conduct of the Company's business which violation (a) results in or could reasonably be expected to result in increased expenses or liabilities of the Company which total in the aggregate $1,375,000 or more, or (b) if such violation is not quantifiable as to dollar amount, results in or could reasonably be expected to result in a substantial detrimental effect on the business of the Company. In the event Purchaser determines that the Termination Fee, if, as and when required Fee is not payable pursuant to Section 7.2(b)clause (i) or (ii) above, it shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA in provide written notice of such determination to the circumstances in which it is payable for Shareholders within five (5) business days following demand therefor by 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 MergerShareholders, which amount would otherwise be impossible notice shall set forth with specificity the basis upon which Purchaser has made such termination (including all facts available to calculate Purchaser with precisionrespect thereto). The Parties parties hereto acknowledge and hereby agree that that, other than as provided in no event shall this Section 12.4, the Company be required Purchaser's obligation to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would shall not enter into be subject to other conditions precedent to Purchaser's obligations under this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (i) In the event that If this Agreement is validly terminated by the Company pursuant to Section 7.1(h6.l(e), then the Company shall pay, (provided that Purchaser is not then in material breach of its obligations under this Agreement) (A) pay to Purchaser promptly and in any event within three (3) two Business Day of the notice Days of such termination $175,000 in cash and (B) reimburse Purchaser promptly and in any event within seven Business Days of such termination for any of Purchaser’s documented out-of-pocket expenses (including without limitation fees and expenses of outside professionals) incurred in connection with the transactions contemplated hereby up to an aggregate reimbursement amount pursuant to this Agreementclause (B) of $150,000, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in each case, by wire transfer of immediately available funds as liquidated to an account specified by Purchaser. The rights of Purchaser to receive the payments contemplated by this Section 6.2(b)(i) shall be in lieu of any damages and not as a penaltyremedy or other claim by Purchaser in respect of the transactions contemplated hereby. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required If this Agreement is terminated pursuant to Section 7.2(b6.l(c) or Section 6.1(d), then Purchaser shall (provided that the Company is not constitute a penalty but will be liquidated damages, then in a reasonable amount that will compensate BRPA in material breach of its obligations under this Agreement) (A) pay to the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement Company promptly and in reliance on this Agreement any event within two Business Days of such termination $175,000 in cash and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall (B) reimburse the Company be required to pay the Termination Fee on more than one (1) occasion. Each promptly and in any event within seven Business Days of such termination for any of the Company’s documented out-of-pocket expenses (including without limitation fees and expenses of outside professionals) incurred in connection with the transactions contemplated hereby up to an aggregate reimbursement amount pursuant to this clause (B) of $150,000, BRPA and Merger Sub acknowledges that in each case, by wire transfer of immediately available funds to an account specified by the agreements contained in Company. The rights of the Company to receive the payments contemplated by this Section 7.2 are an integral part 6.2(b)(ii) shall be in lieu of any damages remedy or other claim by the Company in respect of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreementhereby. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (i) In the event that this Agreement is validly terminated by the Company Seller pursuant to Section 7.1(h‎Section 11.1(c) (a “Qualified Termination”), then the Company shall payPurchaser shall, as promptly as reasonably practicable (and, in any event, within three (3) Business Day of Days) following such Qualified Termination, pay $8,400,000 (the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in to, or as directed by, Seller by wire transfer of immediately available funds as liquidated damages and not as a penaltyfunds. (ii) The Parties acknowledge and hereby agree that the right of Seller to receive the Termination Fee, if, as Fee in the event of a Qualified Termination shall be the sole and when required pursuant to Section 7.2(bexclusive remedy for any and all damages suffered or incurred by Seller or any other Person in connection with this Agreement or the Transactions (and the abandonment or termination thereof or any matter forming the basis for such termination), shall not constitute including for any Fraud or a penalty but will be liquidated damageswillful breach. Notwithstanding anything to the contrary in this Agreement, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company Purchaser be required to pay the Termination Fee on more than one occasion. (1iii) occasion. Each of the Company, BRPA Party acknowledges and Merger Sub acknowledges agrees that the agreements contained in this Section 7.2 ‎Section 11.2(b) are an integral part of the transactions contemplated by this Agreement Transactions and that, without these agreements, the parties hereto other Party would not enter into this Agreement. . Purchaser and Seller acknowledge and agree that (iiiA) Notwithstanding anything to they have expressly negotiated this provision, (B) in light of the contrary in this Agreement, in any circumstance in which circumstances existing at the time of the execution of this Agreement (including the inability of the Parties to quantify the damages that may be suffered by the Company and Seller), this provision is terminated and BRPA is paid reasonable, that the Termination Fee pursuant to this Section 7.2(b)represents a good faith, fair estimate of the damages that the Company and Seller would suffer in the event of a Qualified Termination and that in the event of a Qualified Termination, the Termination Fee shall be payable as liquidated damages (and not as a penalty) without requiring the sole and exclusive monetary remedy of BRPACompany, Merger Sub or any of the BRPA Related Parties against the Company Seller or any other Company Related Party Person to prove actual damages, and (C) the payment by Purchaser of the Termination Fee in the event of a Qualified Termination is liquidated damages and not a penalty for any loss and all Liabilities of any kind, character or damage description suffered as a result of or incurred by Seller, the failure of the Merger Company and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, their Affiliates in connection with this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect the Transactions. In the event of any oral representation made or alleged to have been made in connection herewith or therewith, a Qualified Termination and upon payment of such amountsthe Termination Fee, none of Purchaser, the Company Related Parties Debt Financing Sources, or any of their respective former, current and future Affiliates, Representatives, successors and assigns shall have any further liability or obligation Liability relating to or arising out of this Agreement Agreement, the Debt Financing Commitment, or any Transaction Document, including under theory of law or equity (whether in contract, tort or otherwise) or any breach of any representation, warranty, covenant, or agreement or otherwise in respect of representations made this Agreement and any Transaction Document, and in no event shall any of the foregoing Persons be subject to (nor shall any of Seller, any of its Affiliates, or alleged any other Person seek to be made recover) damages (including any costs or expenses) in connection herewithexcess of the Termination Fee, and none of Seller, any of its Affiliates, or any other Person shall seek any other remedy (whether in equity by or at law, through attempted piercing of the corporate veil and whether in contract, in tort tort, in law or in equity or granted by statute or otherwise). For the avoidance of any doubt, (i) nothing herein shall limit Seller’s ability to seek specific performance in accordance with ‎Section 12.12, and (ii) while Seller may pursue both (A) a grant of specific performance in accordance with ‎Section 12.12 and (B) the payment of the Termination Fee under ‎Section 11.2(b), under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance to cause the Closing to occur and payment of the Termination Fee.

Termination Fee. (ia) The payment of the Termination Fee due in accordance with Section 10.3 shall be made by wire transfer of immediately available funds to an account designated by the Seller Parties. In the event that this Agreement is validly terminated by the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Purchaser Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required fail to pay the Termination Fee when due in accordance with Section 10.3, if the Seller Parties commence an action to enforce its rights under Section 10.3 and prevail in such action, then the Purchaser Parties shall pay on more than one demand all reasonable and documented third-party costs and out-of-pocket expenses (1including reasonable fees and expenses of counsel) occasion. Each actually incurred by the Seller Parties in respect of such action (collectively, "Enforcement Costs") and interest at a rate equal to five and one-quarter percent (5.25%) per annum on the amount of the Company, BRPA and Merger Sub acknowledges unpaid Termination Fee from the date that such Termination Fee was due through the agreements contained actual date of payment in this Section 7.2 are an integral part full of the transactions contemplated Termination Fee to the Seller Parties (the "Termination Fee Interest"). The Parties recognize that it would be extremely difficult to ascertain the extent of actual damages caused by this Agreement the Purchaser Parties' breach or default, and that, without these agreements, that receipt of the parties hereto would not enter into this Agreementpayment of such liquidated damages amount by the Seller Parties represents a fair an approximation of such actual damages as the Parties can now determine. (iiib) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any maximum aggregate liability of the BRPA Related Purchaser Parties against in respect of any losses, damages, costs or expenses of the Company or any other Company Related Party for any loss or damage suffered Seller Parties relating to the failure of a Closing to occur as a result of a breach of this Agreement by the failure Purchaser Parties shall be limited to an amount equal to (i) the amount of the Merger Termination Fee, plus (ii) all Enforcement Costs plus (iii) all Termination Fee Interest (collectively, the "Liability Limitation"), and in no event shall the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement Seller Parties or any certificate or of its Affiliates seek any amount in excess of the Liability Limitation in connection with any such breach in respect of any other document delivered in connection herewith or otherwise theory of law or equity or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewithherewith or therewith, whether at law or in equity, in contract, tort or otherwise. Recourse against the Guarantor under the Guarantee shall be the sole and exclusive remedy of the Seller Parties and their Affiliates against the Guarantor and any of the other Affiliates of the Purchaser Parties in connection with any termination of this Agreement pursuant to this Article X or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at lawlaw or in equity, in contract, in tort or otherwise.

Termination Fee. (ia) The payment of the Termination Fee due in accordance with Section 10.3 shall be made by wire transfer of immediately available funds to an account designated by the Seller Parties. In the event that this Agreement is validly terminated by the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Purchaser Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required fail to pay the Termination Fee when due in accordance with Section 10.3, if the Seller Parties commence an action to enforce its rights under Section 10.3 and prevail in such action, then the Purchaser Parties shall pay on more than one demand all reasonable and documented third-party costs and out-of-pocket expenses (1including reasonable fees and expenses of counsel) occasion. Each actually incurred by the Seller Parties in respect of such action (collectively, “Enforcement Costs”) and interest at a rate equal to five and one-quarter percent (5.25%) per annum on the amount of the Company, BRPA and Merger Sub acknowledges unpaid Termination Fee from the date that such Termination Fee was due through the agreements contained actual date of payment in this Section 7.2 are an integral part full of the transactions contemplated Termination Fee to the Seller Parties (the “Termination Fee Interest”). The Parties recognize that it would be extremely difficult to ascertain the extent of actual damages caused by this Agreement the Purchaser Parties’ breach or default, and that, without these agreements, that receipt of the parties hereto would not enter into this Agreementpayment of such liquidated damages amount by the Seller Parties represents a fair an approximation of such actual damages as the Parties can now determine. (iiib) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any maximum aggregate liability of the BRPA Related Purchaser Parties against in respect of any losses, damages, costs or expenses of the Company or any other Company Related Party for any loss or damage suffered Seller Parties relating to the failure of a Closing to occur as a result of a breach of this Agreement by the failure Purchaser Parties shall be limited to an amount equal to (i) the amount of the Merger Termination Fee, plus (ii) all Enforcement Costs plus (iii) all Termination Fee Interest (collectively, the “Liability Limitation”), and in no event shall the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement Seller Parties or any certificate or of its Affiliates seek any amount in excess of the Liability Limitation in connection with any such breach in respect of any other document delivered in connection herewith or otherwise theory of law or equity or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewithherewith or therewith, whether at law or in equity, in contract, tort or otherwise. Recourse against the Guarantor under the Guarantee shall be the sole and exclusive remedy of the Seller Parties and their Affiliates against the Guarantor and any of the other Affiliates of the Purchaser Parties in connection with any termination of this Agreement pursuant to this Article X or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at lawlaw or in equity, in contract, in tort or otherwise.

Termination Fee. (i) In the event that Parent Group on the one hand or PURO on the other refuses to consummate the transactions contemplated by this Agreement is validly terminated by after the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3) Business Day execution of the notice of such this Agreement, other than through the termination of this AgreementAgreement pursuant to Sections 9.1, 9.2 , 9.3 or 9.4 hereof, as applicable, such party shall be in breach of this Agreement (the “Breaching Party”), the Breaching Party on one hand shall pay to the non-Breaching Party on the other a termination fee to BRPA in an amount equal to Ten Two Million Dollars ($10,000,0002,000,000) (the “Termination Fee”); provided that if a Termination Fee (as defined in the LED Supply Merger Agreement) is paid pursuant to the LED Supply Merger Agreement, the Termination Fee as contemplated in this Section 9.7 shall not be payable (the intent being that a Termination Fee (as defined herein or in the LED Supply Merger Agreement) shall be payable only once pursuant to this Agreement or the LED Supply Merger Agreement and that the aggregate amount recoverable in respect of a termination fee pursuant to this Section 9.7 and Section 9.7 of the LED Supply Merger Agreement shall be limited to an aggregate of $2,000,000). Any Termination Fee shall be paid by a wire transfer of immediately available funds as liquidated damages and not as a penalty. (ii) to an account designated by the non-Breaching Party on the Business day immediately following the date of termination of this Agreement. The Parties parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 9.7 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything ; accordingly, if the non-Breaching Party fails to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid timely pay the Termination Fee pursuant to this Section 7.2(b9.7, and in order to obtain payment, the non-Breaching Party commences any action, suit or proceedings which results in a judgment against the Breaching Party, the Breaching Party shall pay the non-Breaching Party its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) in connection with such action, suit or proceeding. The parties agree that (except in the case of Fraud or any willful breach of any representation, warranty or covenant or agreement contained herein occurring prior to such termination and except for the parties’ rights under Article 10), upon termination of this Agreement under the circumstances that entitle the non-Breaching Party to the Termination Fee, the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of available to the BRPA Related Parties non-Breaching Party and its Affiliates against the Company or any other Company Related non-Breaching Party and its Affiliates for any loss or damage all Losses suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement hereunder or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewithotherwise, and upon the payment of the Termination Fee in such amountscircumstances (except in the case of Fraud or any willful breach of any representation, none of warranty or covenant or agreement contained herein occurring prior to such termination and except for the Company Related Parties parties’ rights under Article 10) the Breaching Party shall have any no further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby; provided, that any Termination Fee received by the non-Breaching Party shall reduce the amount of damages payable by any Breaching Party, if any, in respect of representations made any such Fraud or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisewillful breach.

Termination Fee. (ia) In the event that If this Agreement is validly terminated by the Company Representative pursuant to Section 7.1(h8.01 (Termination) other than pursuant to Section 8.01(a) (the section referring to mutual written consent) and at such time of termination (i) the conditions to Closing set forth in Section 3.01 (Conditions to the Purchaser’s and the Merger Sub’s Obligations) (other than those to be satisfied at the Closing itself, which shall be capable of satisfaction as of such date) shall have been satisfied as of the date of termination, (ii) the Purchaser has failed to consummate the Closing in breach of Section 2.01 (The Closing), (iii) the proceeds of the Debt Financing (or Alternative Financing) are not available to the Purchaser on the terms set forth in the Debt Commitment Letter on the date of termination, and (iv) the Purchaser and Merger Sub are not otherwise in material breach of Section 5.08 (Financial Capacity) or Section 7.09 (Financing) (clauses (i), (ii), (iii) and (iv) collectively, the “Specified Financing Failure Termination Event”), then the Purchaser shall pay to the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars the Financing Failure Termination Fee set forth on the Fee Schedule ($10,000,000) (the “Financing Failure Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. within five (ii5) Business Days after such termination. The Parties parties hereto acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements agreement contained in this Section 7.2 are 8.02(a) is an integral part of the transactions contemplated by hereby, that without this Agreement and that, without these agreements, agreement the parties hereto would not enter have entered into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in and that any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee amount payable pursuant to this Section 7.2(b), 8.02(a) does not constitute a penalty but shall constitute liquidated damages to compensate the Company and the Sellers. Payment of the Financing Failure Termination Fee shall be the Company’s sole and exclusive monetary remedy of BRPAagainst the Purchaser, Merger Sub and any of their respective former, current and future Affiliates, representatives, shareholders, members, managers, partners, successors and assigns (collectively, the “Purchaser Related Parties”) or any lender participating in the Debt Financing and its Affiliates following a Specified Financing Failure Termination Event. Upon payment of the Financing Failure Termination Fee in accordance with the terms of this Agreement, none of the Company, any Company Subsidiary, the Representative, any Seller or any of their Affiliates shall have any rights or claims against any of the Purchaser Related Parties or any lender participating in the Debt Financing and its Affiliates relating to this Agreement, including under Section 8.04 (Specific Performance), or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach ofhereby, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity at law or at lawequity, in contractcontract (including under the Limited Guaranty), in tort or otherwise, and none of the Purchaser Related Parties or any lender participating in the Debt Financing and its Affiliates shall have any further liability or obligation to the Company, any Company Subsidiary, the Representative, any Seller or any of their Affiliates relating to or arising out of this Agreement or any of the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. The parties hereto acknowledge and agree that in no event shall the Purchaser be required to pay the Financing Failure Termination Fee on more than one (1) occasion.

Termination Fee. (a) If (i) In all of the event conditions to the obligations of the parties set forth in Article VII (excluding for this purpose the conditions set forth in Sections 7.03(d) and (e)) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, provided that such conditions shall have been capable of being satisfied as of the date of termination of this Agreement) in accordance with the terms of this Agreement, (ii) except to the extent waived by the Sellers in accordance with this Agreement, the covenants and agreements contained in Section 5.06 shall have been complied with by the Purchaser and/or the Purchaser Parent, as the case may be, in all material respects as of the Termination Date, (iii) the Closing has not occurred on or prior to the Termination Date due to the fact that the Purchaser does not have sufficient Financing, and (iv) the Purchaser or the Parent terminates this Agreement is validly terminated by the Company pursuant to Section 7.1(h9.01(a), then the Company Purchaser and/or the Purchaser Parent shall paypay to the Sellers an amount equal to the Termination Fee, within three in cash, by wire transfer of immediately available funds, to an account designated by the Parent no later than two Business Days after such termination. (3b) Business Day The Sellers agree that notwithstanding anything to the contrary in this Agreement, in the event the Termination Fee becomes payable and is actually paid by the Purchaser and/or the Purchaser Parent to the Sellers, in each case in accordance with the terms of and for the reasons set forth in Section 9.02(a), (1) the receipt of such Termination Fee by the Sellers shall be the sole and exclusive remedy (other than with respect to any costs and expenses that are payable to the Sellers in the event that the Sellers prevail in a suit commenced in accordance with Section 9.02(c)) of the notice Sellers, their Affiliates and their respective officers, directors, employees, agents, successors and assigns against the Purchaser, the Purchaser Parent or any of such their respective Affiliates or their respective officers, directors, employees, agents, successors and assigns for, and in no event shall the Sellers, their Affiliates and their respective officers, directors, employees, agents, successors and assigns seek to recover any other money damages or seek any other remedy based on a claim in law or equity or otherwise with respect to, (A) any Loss suffered as a result of the failure of the transactions contemplated under this Agreement to be consummated, (B) the termination of this Agreement, (C) any Liabilities arising under this Agreement or (D) any Litigation arising out of or relating to any breach, termination or failure of or under this Agreement, in each case (A), (B), (C) or (D), except with respect to the matters contemplated by clause (a) of Section 9.03 which survive the termination of this Agreement, and (2) other than with respect to any costs and expenses that are payable to the Sellers in the event that the Sellers prevail in a termination fee suit commenced in accordance with Section 9.02(c), the Sellers hereby expressly waive any and all other rights or causes of action it or its Affiliates may have against the Purchaser or its Affiliates now or in the future under any Law with respect to BRPA in an amount equal to Ten Million Dollars ($10,000,000A) (“Termination Fee”) in immediately available funds as liquidated damages and not any Loss suffered as a penaltyresult of the failure of the transactions contemplated under this Agreement to be consummated, (B) the termination of this Agreement, (C) any Liabilities arising under this Agreement or (D) any Litigation arising out of or relating to any breach, termination or failure of or under this Agreement, in each case (A), (B), (C) or (D), except with respect to the matters contemplated by clause (a) of Section 9.03 which survive the termination of this Agreement. (iic) The Parties parties hereby acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 9.02 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything . Accordingly, if the Purchaser and the Purchaser Parent fail to promptly pay the amount due to the contrary Sellers pursuant to Section 9.02(a), and, in order to obtain such payment, the Sellers commence a suit that results in a judgment against the Purchaser and/or the Purchaser Parent for the amount of the Termination Fee or any portion thereof, then the Purchaser and/or the Purchaser Parent shall pay to the Sellers their costs and expenses (including attorneys’ fees) in connection with such suit, together with interest payable at the Federal Funds Rate (as in effect on the date that the Termination Fee was required to be paid to the Sellers pursuant to Section 9.02(a)) on the amount awarded to the Sellers in such suit accruing from the date that the Termination Fee or portion thereof was required to be paid to the Sellers pursuant to Section 9.02(a) through the date that such amount and all of the Sellers’ costs and expenses are paid in full by the Purchaser and/or the Purchaser Parent; provided, however, that if the court in any such suit finds that the Sellers are not entitled to payment by the Purchaser and/or the Purchaser Parent of the Termination Fee or any portion thereof pursuant to the terms of this Agreement, then the Sellers shall reimburse the Purchaser and/or the Purchaser Parent, as the case may be, for their costs and expenses (including attorneys’ fees) in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of defending such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisesuit.

Termination Fee. (ia) In the event that the Company enters into an agreement to effect an Acquisition Proposal that is a Superior Proposal in accordance with Section 6.2 then the Company shall immediately pay to the Buyer the Termination Fee by wire transfer of immediately available funds. The Company shall not be obligated to make payment greater in aggregate than such amount pursuant to this Section 6.3. Each of the Parties hereby acknowledges that the Termination Fee is a payment of liquidated damages which is a genuine pre-estimate of the damages which the Buyer will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and is not a penalty. The Company hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt by the Buyer of the Termination Fee to which it is entitled, the Buyer shall have no further claim against the Company in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude the Buyer from seeking injunctive relief to restrain any breach or threatened breach by the Company of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection therewith. (b) In addition to the foregoing, if this Agreement is validly terminated by the Company pursuant to Section 7.1(h6.4(a)(ii)(B), Section 6.4(a)(ii)(C), or Section 6.4(a)(iii)(D), and prior to the date of the Meeting, an unsolicited bona fide Acquisition Proposal, or the intention to enter an unsolicited bona fide Acquisition Proposal with respect to the Company, has been publicly announced and not withdrawn and within twelve (12) months of the date of such termination: (i) the person who made such Acquisition Proposal or an affiliate of such person: (A) directly or indirectly acquires the Company by takeover bid, arrangement, business combination or otherwise; (B) directly or indirectly acquires the assets of the Company or one or more of the Company’s Subsidiaries that: (1) constitute more than fifty percent (50%) of the consolidated assets of the Company; (2) generate more than fifty percent (50%) of the consolidated revenue of the Company; or (3) generate more than fifty percent (50%) of the consolidated operating income of the Company; or (C) directly or indirectly acquires more than fifty percent (50%) of the voting shares of the Company; or (ii) the Company and/or one or more of the Company’s Subsidiaries enters into a definitive agreement in respect of, or the Company Board approves or recommends, a transaction contemplated by (i) above with the person or such affiliate that made such Acquisition Proposal and that arrangement is consummated at any time thereafter, then the Company shall pay, within three (3) Business Day of immediately pay to the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay Buyer the Termination Fee on more than one (1) occasion. Each by wire transfer of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreementimmediately available funds. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (ia) If Buyer terminates this Agreement pursuant to Section 9.1(e) of this Agreement or Seller terminates this Agreement pursuant to Section 9.1(f) of this Agreement, then Seller shall, on the date of termination, pay to Buyer the sum of $1,600,000 (the “Termination Fee”) within five business days of the termination date. The Termination Fee shall be paid to Buyer in same day funds. Seller hereby waives any right to set-off or counterclaim against such amount. (b) In the event that this Agreement is validly terminated by (i) an Acquisition Proposal with respect to Seller shall have been communicated to or otherwise made known to the Company pursuant shareholders, senior management or Board of Directors of Seller, or any Person shall have publicly announced an intention (whether or not conditional) to Section 7.1(h)make an Acquisition Proposal with respect to Seller, then in either case after the Company shall pay, within three (3) Business Day of the notice of such termination date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Seller or Buyer pursuant to Section 9.1(d) (if the Requisite Seller Shareholder Vote has not theretofore been obtained), (B) by Buyer pursuant to Section 9.1(b), or (C) by Seller or Buyer pursuant to Section 9.1(c)(iii), and (iii) prior to the date that is 12 months after the date of such termination, Seller consummates, or enters into a termination definitive agreement to consummate, an Acquisition Transaction in which, as applicable, the acquirer acquires a majority of the total outstanding voting securities of Seller or ▇▇▇▇▇ State Bank, the shareholders of Seller immediately preceding the transaction hold less than a majority of the equity interests of the surviving or resulting entity or the acquirer acquires more than 50% of the assets of Seller, then Seller shall on the earlier of the date such Acquisition Transaction is consummated or such definitive agreement is entered into, as applicable, pay Buyer a fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“the Termination Fee”) Fee in immediately available funds as liquidated damages and not as a penaltysame day funds. Seller hereby waives any right to set-off or counterclaim against such amount. (iic) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 Article 9 are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, the parties hereto they would not enter into this Agreement. (iii) Notwithstanding anything ; accordingly, if Seller fails to the contrary in this Agreement, in pay promptly any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee fee payable by it pursuant to this Section 7.2(b)9.3, then Seller shall pay to Buyer its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, together with interest on the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any amount of the BRPA Related Parties against fee at the Company or any other Company Related Party for any loss or damage suffered prime annual rate of interest (as a result of published in The Wall Street Journal) plus 2% as the failure of same is in effect from time to time from the Merger and the other transactions contemplated by date such payment was due under this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect until the date of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisepayment.

Termination Fee. (ia) In the event of the termination of this Agreement by PKI pursuant to Section 7.1(f), Buyer shall pay to PKI a termination fee of $28,920,000. The termination fee payable pursuant to this Section 7.3(a) shall be paid by wire transfer of same-day funds within 10 Business Days after the demand therefor, which demand may only be made following the proper termination of this Agreement pursuant to Section 7.1(f). (b) In the event that this Agreement is validly terminated by the Company PKI shall receive full payment pursuant to Section 7.1(h), then the Company shall pay, within three (37.3(a) Business Day of the notice amounts due thereunder, the receipt of such payment shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by PKI or any other person in connection with this Agreement (and the termination of this Agreement), the transactions contemplated this Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and neither PKI nor any other person shall be entitled to bring or maintain any other claim, action or proceeding against Buyer or any of its Affiliates, any Person that has committed to arrange, syndicate, underwrite or provide Debt Financing, has entered into the Debt Commitment Letters or has otherwise entered into agreements in connection with the Debt Commitment Letters or any joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto in connection with the transactions contemplated hereby, including each party named in Section 3.7 together with their Affiliates, officers, directors, employees, agents and representatives involved in the Debt Financing and their successors and assigns (collectively, the “Debt Financing Source”) arising out of this Agreement, any of the transactions contemplated this Agreement or any matters forming the basis for such termination. Notwithstanding anything to the contrary, if a court of competent jurisdiction has ordered Buyer to pay a termination fee pursuant to BRPA Section 7.3(a), PKI shall not be entitled to enforce such order if (i) Buyer delivers to PKI, within five (5) Business Days following the issuance of such order, a notice electing to consummate the transactions contemplated by this Agreement in an amount equal to Ten Million Dollars accordance Article I of this Agreement and ($10,000,000ii) the Closing occurs within five (“Termination Fee”5) in immediately available funds as liquidated damages and not as a penaltyBusiness Days following the delivery of such notice. (iic) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto Parties would not enter into this Agreement. (iii) Notwithstanding anything to . Except as provided in Section 7.3(b), payment of the contrary fees and expenses described in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee 7.3 shall be constitute the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of with any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out termination of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseAgreement.

Termination Fee. (a) If Buyer is in Breach of this Agreement, Seller’s sole and exclusive remedy shall be to terminate this Agreement pursuant to Section 9.1(c) and receive liquidated damages from Buyer in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Termination Fee”), which amount shall reduce Seller’s then outstanding principal amount of the Loan Facility. (b) If Seller is in Breach of this Agreement, Buyer’s may elect to (i) compel Seller to specifically perform the terms of this Agreement, including seeking the Requisite Stockholder Approval and consummating the Contemplated Transactions in accordance with the terms hereof and the Transaction Documents or (ii) terminate this Agreement pursuant to Section 9.1(b) and, if such Breach is a material Breach, receive liquidated damages from Seller in the amount equal to the Termination Fee. (c) In the event that Buyer terminates this Agreement is validly terminated by the Company pursuant to Section 7.1(h9.1(f) and the failure to disclose such facts and circumstances on any Disclosure Schedule previously delivered by Seller to Buyer constitutes Intentional Breach or fraud by Seller, Buyer’s sole and exclusive remedy shall be liquidated damages from Seller in an amount equal to the Termination Fee. (d) In the event either Buyer or Seller terminates this Agreement pursuant to Section 9.1(g) and Seller enters into legally binding agreements with respect to a Competitive Transaction described in clauses (i), then the Company shall pay(ii), within three (3iii) Business Day or (iv) of the notice definition of such term within One Hundred Thirty Five (135) days of such termination date, Buyer’s sole and exclusive remedy shall be liquidated damages from Seller in the amount of the Termination Fee. (e) Upon any termination of this Agreement, this Agreement shall be null and void and have no effect and without liability of any Party, provided however, that the provisions of Section 10 and 11 of this Agreement shall survive such termination of this Agreement, a Seller will remain obligated to repay the Loan Facility and, if the reason for such termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required was pursuant to Section 7.2(b9.1(b), shall not constitute a penalty but will be liquidated damages(c), in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1f) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. or (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(bg), the Termination Fee provisions of Section 9.2(a), (b), (c) or (d), as the case may be, shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of survive such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisetermination.

Termination Fee. (i) In Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the event Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement is have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 7.1(h), then 9.3(a) or (b) by the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penaltyCompany. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required termination of this Agreement pursuant to Section 7.2(b9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), shall (e), (g), (i), (j), (k) or (l) which non- fulfillment is not constitute a penalty but will be liquidated damagescaused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in a reasonable amount that will compensate BRPA in bankruptcy for any of the circumstances in which it is payable Sellers, of an agreement providing for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation sale of all or any material portion of the consummation Business or of an equity interest in any of the MergerSellers, which amount would otherwise be impossible to calculate or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with precisionthe occurrence of a Termination Fee Event without further order of the Bankruptcy Court. The Parties acknowledge and hereby agree that in no event shall the Company be required Sellers' obligation to pay the Termination Fee on more than one (1shall constitute an administrative expense of Sellers under sections 503(b) occasion. Each and 507(a)(1) of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this AgreementBankruptcy Code. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (i) In the event Sellers agree and acknowledge that this Agreement is validly terminated by the Company pursuant to Section 7.1(h)Purchaser's preparation, then the Company shall pay, within three (3) Business Day negotiation and execution of the notice Agreement have resulted from substantial investment of such termination management time and have required significant commitment of this Agreementfinancial and other resources by Purchaser, and that the preparation, negotiation and execution have provided value to the Sellers. Consequently, if a termination fee to BRPA Termination Fee Event (as defined in an amount equal to Ten Million Dollars subsection (ii) below) occurs, Sellers shall pay $10,000,000) (“Termination Fee”) in 750,000 by wire transfer of immediately available funds as liquidated damages and not to Purchaser as a penalty. Termination Fee and shall also pay the Expense Reimbursement, in accordance with clause (iiiii) The Parties acknowledge and hereby agree below; provided that the Termination Fee, if, as and when required pursuant to Section 7.2(b), Sellers shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required obligated to pay the Termination Fee on more than one if (x) prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated pursuant solely to (1) occasionSection 8.1 or 8.3 or (2) by the Purchaser pursuant to Section 8.2(a) or (b) if at the time of such termination there is no proposal for an Alternative Transaction pending or (y) an Alternative Transaction is not consummated. Each (ii) A "Termination Fee Event" is the occurrence of any of the Companyfollowing: (A) The termination of this Agreement pursuant to Section 8.2(c) or (d) hereof; (B) The execution by any Seller, BRPA and Merger Sub acknowledges that or any trustee in bankruptcy for any Seller, of an agreement providing for the agreements contained in this Section 7.2 are an integral part sale or disposition of all or any material portion of the transactions contemplated Business or of an equity interest in a Seller, or any business combination of a Seller, involving any party other than Purchaser or an affiliate thereof, within eighteen months of termination of this transaction (an "Alternative Transaction"); or (C) The confirmation of any plan of reorganization in the Bankruptcy Court, or the approval of any agreement or transaction by the Bankruptcy Court, that provides for any Alternative Transaction within eighteen months of termination of this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. transaction. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid Sellers shall pay the Termination Fee and Expense Reimbursement simultaneously with the closing of any Alternative Transaction (unless with respect to the Expense Reimbursement, earlier payment is required pursuant to this Section 7.2(b8.6 (a), ). Sellers' obligation to pay the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out survive termination of this Agreement or in respect and shall (x) constitute an administrative expense (which shall be a superpriority administrative expense claim senior to all other administrative expense claims other than administrative expense claims arising under the DIP Credit Agreement) of representations made or alleged the Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code and (y) be secured by a perfected second priority lien (junior only to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.the liens under the DIP Credit Agreement) on the Assets and the proceeds thereof. ARTICLE IX

Termination Fee. (ia) In the event that this Agreement is validly terminated by the Company Buyer pursuant to Section 7.1(h)Sections 25(b)-(h) or the parties otherwise fail to consummate the Closing for any reason whatsoever, then the Company shall payin either such event, other than as a result of a breach by Buyer of any of its representations, warranties, covenants or agreements contained in this Agreement, which is not cured or cannot be cured within three thirty (330) Business Day of the days after written notice of such termination breach has been delivered to Buyer and which would, if occurring or continuing on the Closing Date, permit the Seller not to consummate the transactions contemplated hereby under the standard set forth in Section 7(b) or 7(c), as applicable, then Seller shall pay to Buyer as promptly as reasonably practicable (and in any event, within two (2) Business Days following such termination) by wire transfer in immediately available funds to an account specified by Buyer in writing to Seller a payment of this Agreement, a termination fee to BRPA in an amount equal to Ten Five Million Dollars Even ($10,000,0005,000,000.00) (a “Termination Fee”) ), and Seller shall provide written unconditional releases, in immediately available funds a form reasonably satisfactory to Buyer, of all current employees of Buyer, for such period as liquidated damages they remain employees of Buyer or any of its Affiliates, from any and not as a penaltyall non-solicitation and non-compete agreements and/or arrangements with Seller. (iib) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub Seller acknowledges that the agreements contained in this Section 7.2 38 are an integral part of the transactions contemplated by this Agreement and Agreement, that, without these agreements, the parties hereto Buyer would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee is not liquidated damages. Buyer shall be entitled to receive payment of the Termination Fee, as well as, for any damages actually incurred by Buyer in excess of the Termination Fee, including, but not limited to, damages resulting from fraud or intentional misrepresentation on the part of Seller. If Buyer seeks its remedies as set forth in this Section 38 of the Agreement, and Seller pays the amounts owing to Buyer under this Section 38, then Buyer will not have any right, equitable or otherwise, to require or otherwise compel Seller to consummate the transactions contemplated by this Agreement. For the avoidance of doubt, the amount of damages that Buyer may recover from Seller pursuant to this Section 7.2(b)38 shall not be governed or limited by Section 20 of this Agreement, which Section 20 only applies to claims for indemnification made by Buyer or Seller, if any, following the Closing. (c) If Seller fails to promptly pay the Termination Fee when due in accordance with the applicable requirements of Section 38, and, in order to obtain such payments Buyer commences a suit that results in a judgment against Seller for the Termination Fee, Seller shall be the sole pay to Buyer its costs and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered expenses (including reasonable attorney’s fees) in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of with such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisesuit.

Termination Fee. (ia) In the event that either: (X) the MGM Entities are entitled to terminate this Agreement is validly terminated by the Company pursuant to Section 7.1(h)10.1(d) hereof, then or (Y) (i) the Company shall payClosing has not occurred by the Outside Closing Date, within three and (3ii) Business Day each of the notice of such termination of Closing conditions set forth in Section 7.1 have been satisfied or waived by Purchaser or would have been satisfied but for Purchaser’s failure to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform its respective obligations under this Agreement, and (iii) each of the Closing conditions set forth in Section 7.3 have been satisfied or waived by Purchaser or would have been satisfied but for Purchaser failing to use its Commercially Reasonable Efforts (or a termination fee higher standard if a higher is expressly contemplated hereby) to BRPA perform its respective obligations under this Agreement in an amount equal to Ten Million Dollars accordance with the terms and conditions hereof, and ($10,000,000iv) the MGM Entities are not otherwise in breach or default hereunder, then in either such event (“Termination Fee”X) in immediately available funds as liquidated damages and not as a penalty. or (iiY) The Parties acknowledge and hereby agree that the Termination Fee, ifMGM Entities shall have the right, as their sole and when required pursuant exclusive remedy, to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating give written notice to Purchaser of their intention to terminate this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise if Purchaser fails to close (or be impossible prepared to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1close) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement on or prior to the fifth Business Day following receipt of such written notice and thatas promptly as practicable following termination (which shall occur automatically on such fifth Business Day unless agreed to otherwise by the Parties in writing) Purchaser shall pay, without these agreementsor cause to be paid, in same day funds to Seller, the parties hereto would sum of Twenty Five Million Dollars ($25,000,000) (the “Seller Termination Fee”). Only one Seller Termination Fee shall be payable to Seller regardless of the circumstances. In the event Seller receives payment of the Seller Termination Fee, Seller, and Seller on behalf of its Affiliates, agrees to forego and not enter into to pursue (or aid any other Person in pursuing) or assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly, Purchaser or any of its Affiliates, for Purchaser’s failure to consummate the transactions contemplated by this Agreement. (iii) Notwithstanding anything . The obligation of Purchaser to pay the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Seller Termination Fee pursuant to this Section 7.2(b6.14(a) is guaranteed by Purchaser Parent pursuant to the Purchaser Guaranty. Subject to the occurrence of the matters set forth in subsections (X) or (Y)(i), (ii) and (iii) of the first sentence of this Section 6.14(a), the Parties acknowledge and agree that the MGM Entities would sustain substantial damages in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close, and Seller’s actual damages in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close would be difficult or impractical to determine, and the Seller Termination Fee represents a reasonable estimate of the harm likely to be suffered by Seller in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close. (b) In the event that either: (X)(i) the Closing has not occurred by the Outside Closing Date; and (ii) each of the closing conditions set forth in Section 7.1 have been satisfied or waived by Seller or would have been satisfied but for the MGM Entities’ failure to use their Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform their respective obligations under this Agreement; and (iii) the Closing conditions set forth in Section 7.2 have been satisfied or waived by Seller or would have been satisfied but for Seller failing to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform its obligations under this Agreement; and Purchaser is not otherwise in default hereunder, or (Y) prior to the Outside Closing Date Seller executes an agreement with any other Person (other than Purchaser) for the sale or transfer of the Equity Interests or for substantially all of the Company’s assets, or (Z) Purchaser is entitled to terminate this Agreement pursuant to Section 10.1(c) hereof, then in any such event (X) or (Y) or (Z) the Purchaser shall have, as its sole and exclusive remedy, the right to give written notice to Seller of its intention to terminate this Agreement (and whether or not Purchaser provides such notice with respect to clause (Y), Seller may terminate this Agreement) and Seller shall pay, or cause to be paid, in same day funds to Purchaser, the sum of Twenty Five Million Dollars ($25,000,000) (the “Purchaser Termination Fee”). Only one Purchaser Termination Fee shall be payable to Purchaser regardless of the sole circumstances. In the event Purchaser receives payment of the Purchaser Termination Fee, Purchaser agrees, on its own behalf and exclusive monetary remedy on behalf of BRPAits Affiliates, Merger Sub to forego and not to pursue (or aid any other Person in pursuing) or assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly Seller, any MGM Entity or any of their respective Affiliates, for Seller’s failure to consummate the BRPA Related transactions contemplated by this Agreement. Subject to the occurrence of the matters set forth in subsections (X)(i), (ii), (iii) or (Y) or (Z) of the first sentence of this Section 6.14(b), the Parties against acknowledge and agree that Purchaser would sustain substantial damages in the Company or any other Company Related Party for any loss or damage suffered event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close, and Purchaser’s actual damages in the failure event the sale of the Merger and the other transactions Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close would be difficult or impractical to determine, and the Purchaser Termination Fee represents a reasonable estimate of the harm likely to be suffered by Purchaser in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated or for as a breach of, or result of Seller’s failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseclose.

Termination Fee. (ia) Upon 30 days' written notice, the Controlling Party may terminate all the rights and obligations of the Backup Servicer under this Agreement as to any or all of the Receivables or Backup Servicer Duties. (b) In the event that this Agreement is validly terminated by the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3a) Business Day of the notice of such termination of this Agreement, or of termination of the rights and obligations of the Backup Servicer hereunder, is given, or (b) the Backup Servicer resigns in accordance with Section 8A.4, the Backup Servicer covenants that all funds and any item comprising a Receivable File in its possession relating to the affected Receivables (collectively, the "Backup Contract Records") shall, at the option of the Controlling Party, immediately upon receipt of notice of termination fee or the resignation of the Backup Servicer, be submitted to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penaltythe control of the Indenture Trustee. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iiic) Notwithstanding anything to the contrary in any termination of this Agreement, in any circumstance in which this Agreement is terminated or of all or a portion of the rights and BRPA is paid obligations of the Termination Fee pursuant to this Section 7.2(b)Backup Servicer hereunder, the Termination Fee Backup Servicer shall not be the sole and exclusive monetary remedy relieved of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party liability for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach ofall amounts due, or failure to perform underresponsibilities owed the Issuer, this Agreement the Indenture Trustee, the Insurer, the Noteholders or any certificate or other document delivered in connection herewith or otherwise or the Certificateholders in respect of any oral representation made its obligations hereunder while it served as the Backup Servicer. The Backup Servicer forthwith upon such termination or alleged resignation shall (a) use its best efforts to have been made in connection herewith effect the orderly and efficient transfer of Backup Servicer Duties to a new backup servicer or therewithother designee selected by the Controlling Party, and upon payment (b) arrange for the physical transfer and delivery to the Controlling Party or to a new backup servicer or other designee selected by the Controlling Party of such amountsall Contract Receivable Records and copies thereof in its possession. Any successor servicer hereunder shall meet the requirements and be selected in accordance with the procedures specified in Section 8A.4. Notwithstanding any termination of this Agreement, none or any termination of all the rights and obligations of the Company Related Parties shall have Backup Servicer hereunder as to all or any further liability number of Receivables, or obligation relating any resignation of the Backup Servicer, in any case pursuant to or arising out any provision of this Agreement, the Backup Servicer shall be entitled to receive all amounts accrued and owing to it under this Agreement or from the Borrower in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseaccordance with Section 8A.8 hereof.

Termination Fee. (ia) In the event that this Agreement is validly terminated by the Company Seller pursuant to Section 7.1(h(i) ‎Section 9.01(c) (at a time when this Agreement is terminable by the Seller pursuant to ‎Section 9.01(d)) or (ii) ‎Section 9.01(d), then the Company shall payBuyer shall, promptly and in any event within three fifteen (315) Business Day Days of such termination, pay Seller a non-refundable termination fee, without offset or reduction of any kind, in an amount of $75,750,000 (the “Buyer Termination Fee”), it being understood that, notwithstanding anything to the contrary, in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion, or both the Buyer Termination Fee and other damages (other than Recovery Costs). Any amount that becomes payable pursuant to this Section 9.03(a) shall be paid by wire transfer of immediately available funds to an account or accounts that have been designated by the Seller. (b) In the event that the Buyer Termination Fee is paid in accordance with Section 9.03(a), none of the notice Buyer nor any of such termination its Affiliates (or any of their respective Non-Party Affiliates) shall have any further Liability of any nature whatsoever with respect to or arising out of this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby (or any breach or termination thereof or the failure of the Closing to occur thereunder). If the Buyer fails to pay the Buyer Termination Fee when due if, in order to obtain such payment, the Seller commences an Action that results in a termination fee final and non-appealable judgment against the Buyer, the Buyer shall reimburse the Seller for its reasonable and documented, out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Action, plus interest thereon accruing from the date such cost or expense is incurred by the Seller at a rate of six percent (6%) per annum; provided, further, that such reimbursement shall in no event exceed $3,500,000 (the “Recovery Costs”). Notwithstanding anything to BRPA the contrary in an amount equal this Agreement, subject to Ten Million Dollars Section 9.02 and Section 10.11, Seller’s right to receive the Buyer Termination Fee pursuant to Section 9.03(a) and the Recovery Costs pursuant to this Section 9.03(b) shall be the sole and exclusive remedy, whether in any individual, corporate or any other capacity, with respect to any and all claims relating ($10,000,000directly or indirectly) to the subject matter of this Agreement or the transactions contemplated hereby, regardless of the legal theory under which such Liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, of the Seller Parties and any of their Affiliates (“or any of their respective Non-Party Affiliates), for any Liabilities suffered or incurred by them as a result of any breach (whether willful, intentional, unintentional or otherwise, including any Willful Breach) of any representation, warranty, covenant or agreement in this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, including the Debt Financing, against Buyer, the Limited Guarantors, the Debt Financing Sources or any of their respective Non-Party Affiliates or the failure (whether willful, intentional, unintentional or otherwise) of the transactions contemplated hereby to be consummated and, upon payment of the Buyer Termination Fee and any applicable Recovery Costs pursuant to this Agreement, none of the Seller or its Affiliates shall bring or permit any of their respective Non-Party Affiliates to bring any Action in connection with any such failure of the transactions contemplated hereby to be consummated. Notwithstanding anything in this Agreement to the contrary, in no event shall any Seller Party or any other Person be entitled to seek or obtain (or shall Buyer or any of its Affiliates or Non-Party Affiliates be required to pay) any recovery or judgment in excess of the Buyer Termination Fee”) , together with any Recovery Costs, against Buyer, its Affiliates or any of their respective Non-Party Affiliates or assets. Notwithstanding the foregoing, nothing in immediately available funds as liquidated damages this Section 9.03 shall in any way limit or modify the rights of the Buyer and not as a penaltyits Affiliates under the Debt Commitment Letter or the obligations of the Debt Financing Sources under the Debt Commitment Letter. (iic) The Parties Seller and the Buyer acknowledge and hereby agree that the Buyer Termination FeeFee is not a penalty, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be rather is liquidated damages, damages in a reasonable amount that will compensate BRPA Seller in the circumstances in which it the Buyer Termination Fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Mergertransactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision. uncertain and incapable of accurate determination. (d) The Parties Seller and the Buyer acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 9.03 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, neither the parties hereto Buyer nor the Seller would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (i) In the event that Trican Parent is entitled to terminate this Agreement is validly terminated by the Company pursuant to (a) Section 7.1(h)8.1(f) or Section 8.1(d) absent a willful or intentional breach by ▇▇▇▇▇ Parent or Buyer that is the proximate cause of the Transaction not being consummated or not being able to be consummated, then the Company in either case ▇▇▇▇▇ Parent shall pay, within three (3) Business Day or cause to be paid, to the Seller Companies by wire transfer of the notice of such termination of this Agreementimmediately available funds to an account designated in writing by Trican Parent, a termination fee of $20,000,000 (the “Tier One Termination Fee”), or (b) Section 8.1(d), but solely as a result of ▇▇▇▇▇ Parent’s or Buyer’s willful or intentional breach that is the proximate cause of the Transaction not being consummated or not being able to BRPA be consummated or in an amount equal the event ▇▇▇▇▇ Parent or Buyer otherwise fails to Ten Million Dollars consummate the Transaction after satisfaction or waiver of each condition to the obligations of ▇▇▇▇▇ Parent and Buyer under Sections 7.1 and 7.2 (except for conditions that would by their nature be satisfied upon the consummation of the Transaction) and in the event the Transaction was consummated and the Equity Financing was made available in accordance with the terms set forth in the Equity Commitment Letter, the debt financing contemplated by the Term Debt Commitment (or any analogous commitment in connection with any alternative financing described in Section 6.24) would be made available to Buyer in accordance with the Term Debt Commitment (or such alternative commitment), then in each of the foregoing cases ▇▇▇▇▇ Parent shall pay, or cause to be paid, to the Seller Companies, a termination fee of $10,000,000) 55,000,000 (the “Tier Two Termination Fee”) in by wire transfer of immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that to an account designated in writing by Trican Parent no later than two Business Days after the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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 date of the consummation of the Merger, which amount would otherwise be impossible to calculate with precisionsuch termination. The Parties acknowledge and hereby agree that in no event shall will both the Tier One Termination Fee and the Tier Two Termination Fee be payable and no Buyer Company will be required to pay the Tier One Termination Fee or the Tier Two Termination Fee on more than one (1) occasion. Each If Trican Parent is entitled to terminate this Agreement in circumstances where both the Tier One Termination Fee and the Tier Two Termination Fee would be payable, only the Tier Two Termination Fee will be payable by ▇▇▇▇▇ Parent to the Seller Companies. The Parties have agreed in light of the Companycircumstances existing at the time of execution of this Agreement (including the inability of the Parties to quantify the damages that may be suffered by Trican Parent and the Seller Companies) that this Section 8.4 is reasonable, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part Tier One Termination Fee or the Tier Two Termination Fee, as applicable, represents a good faith, fair estimate of the transactions contemplated by this Agreement damages that Trican Parent and the Seller Companies would suffer in the applicable circumstances and that, without these agreementsif payable, the parties hereto would Tier One Termination Fee or the Tier Two Termination Fee, as applicable, shall be payable as liquidated damages (and not enter into this Agreement. (iiias a penalty) without requiring Trican Parent or the Seller Companies to prove actual damages. Notwithstanding anything to the contrary in this Agreement, in the event that ▇▇▇▇▇ Parent or Buyer fails to effect the Closing for any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant reason or no reason or a breach of its obligations hereunder (whether willfully, intentionally, knowingly or otherwise) or fails to this Section 7.2(bperform hereunder (whether willfully, intentionally, knowingly or otherwise), the Termination Fee shall be then the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, (whether in equity or at law, in equity, in contract, in tort or otherwise.) of Trican Parent and the Seller Companies or any Person claiming by, through or for the benefit of the Seller Companies or Trican Parent against ▇▇▇▇▇ Parent or the Buyer and each of their former, current or future equity holders, controlling Persons, managers, officers, employees, agents, general or limited partners, managers, management companies, members, Affiliates, Representatives or assignees and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, (each, a “Buyer Related Party,” and collectively, the “Buyer Related Parties”) in respect of this Agreement, any Transaction Document or agreement executed in connection herewith (including the Financing Commitments) and the transactions contemplated hereby and thereby shall be to terminate this Agreement in accordance with this

Termination Fee. If: (ia) In the event that IAMGOLD terminates this Agreement in accordance with subsection 17(a)(i); or (b) this Agreement is validly terminated following public disclosure by the Company Gold Fields referred to in subsection 14(C) and, within 180 days after such termination, Gold Fields accepts or enters into an agreement with respect to an Acquisition Proposal in respect of which it made a recommendation pursuant to Section 7.1(happlicable Laws; (any such event being a "Triggering Event"), then IAMGOLD (in the Company case of an event referred to in subsection 16(a)) or Gold Fields (in the case of an event referred to in subsection 16(b)) (in either case, the "Target Party") shall paypay to the other (the "Non-Target Party") an amount in cash equal to US$20,000,000 in immediately available funds to an account designated by the Non-Target Party. Such payment shall be made, within three (3) Business Day in the case of a termination referred to in subsection 16(a), concurrently with such termination and, in the notice of circumstances set forth in subsection 16(b), at the earliest time that such Acquisition Proposal is accepted, approved or recommended or an agreement with respect to such Acquisition Proposal is executed. The obligation to make any payment required by this section 16 shall survive any termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA IAMGOLD and Merger Sub Gold Fields hereby acknowledges that the agreements contained payment amount set out in this Section 7.2 are an integral part section 16 is a payment of liquidated damages which is a genuine pre-estimate of the transactions contemplated by this Agreement and that, without these agreements, damages which the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub Non-Target Party will suffer or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered incur as a result of the failure event giving rise to such damages and the resultant non-completion of the Merger Transaction and is not a penalty. Each of IAMGOLD and Gold Fields hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of such amount by the other transactions contemplated by this Agreement to be consummated or for a breach ofNon-Target Party, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or the Non-Target Party shall have no further claim against the Target Party in respect of the failure to complete the Transaction, provided that nothing herein shall preclude the Non-Target Party from seeking injunctive relief to restrain any oral representation made breach or alleged threatened breach by the Target Party of any of its obligations hereunder or otherwise to have been made in connection herewith obtain specific performance without the necessity of posting bond or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made security in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (ia) In Notwithstanding Section 10.3 above, in the event that there is a valid and effective termination of this Agreement is validly terminated by the Company Purchaser pursuant to Section 7.1(h), 10.1(f) or Section 10.1(i) then the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, pay to Purchaser a termination fee to BRPA in an amount equal to Ten Three Million U.S. Dollars ($10,000,0003,000,000) plus the Expenses actually incurred by or on behalf of Purchaser or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the Mergers or the other transactions contemplated hereby or thereby, including any related SEC filings, the Registration Statement, the Redemption and any PIPE Investment (such aggregate amount, the “Company Termination Fee”) in ). The Company Termination Fee shall be paid by wire transfer of immediately available funds as liquidated damages and not as a penalty. to an account designated in writing by Purchaser within five (ii5) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant Business Days after Purchaser delivers to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasionamount of such Expenses, along with reasonable documentation in connection therewith. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in the Parties expressly acknowledge and agree that, with respect to any circumstance in which termination of this Agreement is terminated and BRPA is paid in circumstances where the Company Termination Fee pursuant to this Section 7.2(b)is payable, the payment of the Company Termination Fee shall be shall, in light of the sole and exclusive monetary remedy difficulty of BRPAaccurately determining actual damages, Merger Sub constitute liquidated damages with respect to any claim for damages or any of the BRPA Related Parties other claim which Purchaser would otherwise be entitled to assert against the Company or any other of its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to Purchaser, provided, that the foregoing shall not limit (x) the Company Related Party from Liability for any loss Fraud Claim relating to events occurring prior to termination of this Agreement or damage suffered as (y) the rights of Purchaser to seek specific performance or other injunctive relief in lieu of terminating this Agreement. (b) Notwithstanding Section 10.3 above, in the event that there is a result valid and effective termination of this Agreement by Company pursuant to Section 10.1(d) then Purchaser shall pay to the Company a termination fee equal to Three Million U.S. Dollars ($3,000,000) plus the Expenses actually incurred by or on behalf of the failure Company or any of its Affiliates in connection with the Merger and authorization, preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the Mergers or the other transactions contemplated hereby or thereby, including any related SEC filings, the Registration Statement and any PIPE Investment (such aggregate amount, the “Purchaser Termination Fee”). Purchaser Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing by the Company within five (5) Business Days after Purchaser delivers to Purchaser the amount of such Expenses, along with reasonable documentation in connection therewith. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where Purchaser Termination Fee is payable, the payment of Purchaser Termination Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the Company would otherwise be consummated entitled to assert against Purchaser or for a breach ofany of its Affiliates or any of their respective assets, or failure against any of their respective directors, officers, employees or shareholders with respect to perform under, this Agreement or and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the Company, provided, that the foregoing shall not limit (x) Purchaser from Liability for any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation Fraud Claim relating to or arising out events occurring prior to termination of this Agreement or (y) the rights of the Company to seek specific performance or other injunctive relief in respect lieu of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseterminating this Agreement.

Termination Fee. (ia) In the event that all of the conditions to Buyer’s obligation to close the Contemplated Transactions set forth in ARTICLE XII have been satisfied except for (A) conditions that can only be satisfied at the Closing, in which case such conditions are fully capable of being satisfied, subject only to the occurrence of the Closing and (B) conditions for which the failure to be satisfied is the direct result of a material Willful Breach by Buyer of its covenants set forth in this Agreement is validly terminated by (“Buyer Preemptive Breach”), and Seller becomes entitled to terminate this Agreement under Section 16.01(d) solely as a result of Buyer’s failure to close the Company Contemplated Transactions or the Buyer Preemptive Breach, then Seller shall, within thirty (30) days of becoming so entitled irrevocably elect in a writing delivered to Buyer to either (i) receive the Termination Fee as the sole and exclusive remedy of Seller against Buyer and thus terminate this Agreement in full, or (ii) maintain its right to seek specific performance (and monetary damages arising out of Seller’s enforcement of this Agreement) against Buyer pursuant to Section 7.1(h)17.06. Upon the making of such irrevocable election, Seller shall only be entitled to the remedy so selected and shall in no event be entitled to both the Termination Fee and recovery pursuant to Section 17.06. (b) In the event that all of the conditions to Seller’s obligation to close the Contemplated Transactions set forth in ARTICLE XIII have been satisfied, except for (A) conditions that can only be satisfied at the Closing, in which case such conditions are fully capable of being satisfied, subject only to the occurrence of the Closing and (B) conditions for which the failure to be satisfied is the direct result of a material Willful Breach by Seller of its covenants set forth in this Agreement (“Seller Preemptive Breach”) and Buyer becomes entitled to terminate this Agreement under Section 16.01(e) solely as a result of Seller’s failure to close the Contemplated Transactions or the Seller Preemptive Breach, then the Company shall payBuyer shall, within three thirty (330) Business Day days of becoming so entitled, irrevocably elect in a writing delivered to Seller to either (i) receive the notice Termination Fee as the sole and exclusive remedy of such termination Buyer against Seller and thus terminate this Agreement in full, or (ii) maintain its right to seek specific performance (and monetary damages arising out of Buyer’s enforcement of this Agreement) against Seller pursuant to Section 17.06. Upon the making of such irrevocable election, a termination fee Buyer shall only be entitled to BRPA the remedy so selected and shall in an amount equal no event be entitled to Ten Million Dollars ($10,000,000) (“both the Termination Fee”) in immediately available funds as liquidated damages Fee and not as a penaltyrecovery pursuant to Section 17.06. (c) Each of the Parties hereto acknowledges that (i) the agreement contained in this Section 16.02 is an integral part of the transactions contemplated by this Agreement, (ii) The Parties acknowledge and hereby agree that the Termination FeeFee is not a penalty, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be is liquidated damages, in a reasonable amount that will compensate BRPA the Parties in the circumstances in which it 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 Mergertransactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge , and hereby agree that in no event shall (iii) without the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements agreement contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements16.02, the parties hereto Parties would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (i) In the event that this Agreement letter is validly terminated by the Company pursuant to Section 7.1(h)5(a)(iii) (in the case such breaching Party is Seller) or Section 5(a)(iv) (in the case such breaching Party is Buyer) because a Party fails to execute and deliver the Purchase Agreement within the time period specified in Section 2 in material breach of such Party’s obligations under this letter, then the Company breaching Party shall paypay to the other Party an amount in the aggregate equal to $6,000,000 (the “Termination Fee”), which shall be payable by wire transfer of immediately available funds within three (3) Business Day Days following receipt of written payment instructions from the other Party. For the avoidance of doubt, the amount described in this Section 5(d) shall not be payable by either Party, and neither Party shall otherwise be deemed to be in breach of its obligations under this letter, in the event of a Party’s failure to implement any recommendation made by any Staff Representative Body in any Final Opinion. Subject to the rights of the notice of such termination of this AgreementParties to seek specific performance or other equitable relief in accordance with Section 7(m), a termination fee Party’s right to BRPA in an amount equal receive the Termination Fee pursuant to Ten Million Dollars this Section 5(d) shall be its sole and exclusive remedy under the circumstances where the Termination Fee is payable under this letter, and such Party ($10,000,000on its own behalf and on behalf of its affiliates) shall be deemed to have waived all other remedies (“Termination Fee”including equitable remedies) in immediately available funds as liquidated damages with respect to, (i) any failure of the transactions contemplated by this letter to be consummated and not as a penalty. (ii) any other breach by any other Party of its obligations under this letter. Upon payment by a Party of the Termination Fee pursuant to this Section 5(d) under the circumstances where the Termination Fee is payable under this letter, neither such Party nor any of its affiliates shall have any further liability or obligation (under this letter, the Purchase Agreement or otherwise) relating to or arising out of this letter, the Purchase Agreement or any of the transactions contemplated hereby or thereby, and in no event shall any Party (and such Party shall ensure such Party’s controlled affiliates do not) seek to recover any money damages or losses, or seek to pursue any other recovery, judgment, damages or remedy (including any equitable remedy) of any kind, in connection with this letter, the Purchase Agreement or any of the transactions contemplated hereby or thereby. The Parties acknowledge and hereby agree that the Termination Fee, if, as Fee and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 5(d) are an integral part of the transactions contemplated by this letter and the Purchase Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid that the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole constitutes liquidated damages and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as not a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisepenalty.

Termination Fee. To compensate Bancshares for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by Bancshares, First United and Bancshares agree as follows: (a) Provided that Bancshares shall not be in material breach of any covenant or obligation under this Agreement (which breach, if susceptible to cure, has not been cured promptly following receipt of written notice thereof by First United specifying in reasonable detail the basis of such alleged breach), First United shall pay to Bancshares the sum of $1,875,000 (the “Termination Fee”) if this Agreement is terminated (i) In by First United under the event that provisions of Section 9.1(f), (ii) by either Bancshares or First United under the provisions of Section 9.1(d) due to the failure of the First United shareholders to approve and adopt this Agreement is validly terminated and the Merger, if at the time of any failure by the Company pursuant shareholders of First United to Section 7.1(h), then approve and adopt this Agreement and the Company Merger there shall payexist an Acquisition Proposal with respect to First United and, within three (3) Business Day twelve months of the notice of such termination of this Agreement, First United enters into a definitive agreement with any third party with respect to any such Acquisition Proposal or (iii) by Bancshares under the provisions of Section 9.1(g). The payment of the Termination Fee shall be Bancshares’ sole and exclusive remedy with respect to termination fee to BRPA of this Agreement as set forth in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penaltythis Section 9.3(a). (iib) The Parties acknowledge and hereby agree Any payment required by paragraph (a) of this Section 9.3 shall become payable within two (2) business days after receipt by the non-terminating party of written notice of termination of this Agreement; provided, however, that the Termination Fee, if, as and when if such termination payment is required pursuant to clause (ii) of Section 7.2(b9.3(a), then such termination payment shall not constitute become payable within two (2) business days after the execution and delivery by First United of such definitive agreement. (c) For purposes of this Agreement, “Acquisition Proposal” means a penalty but will be liquidated damages, in written offer or proposal which contains a reasonable amount that will compensate BRPA in the circumstances in which it is payable fixed price per share or a mathematically ascertainable formula for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation calculating a price per share for First United Common Stock regarding any of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more following (other than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and thatAgreement) involving First United: (i) any merger, without these agreementsreorganization, consolidation, share exchange, recapitalization, business combination, liquidation, dissolution or other similar transaction involving any sale, lease, exchange, mortgage, pledge, transfer or other disposition of, all or substantially all of the parties hereto would not enter into this Agreement. assets or equity securities or deposits of First United in a single transaction or series of related transactions which could reasonably be expected to impede, interfere with, prevent or materially delay the completion of the Merger; (ii) any tender offer or exchange offer for all or substantially all of the outstanding shares of capital stock of First United or the filing of a registration statement under the Securities Act in connection therewith; or (iii) Notwithstanding anything any public announcement of a proposal, plan or intention to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or do any of the BRPA Related Parties against the Company foregoing or any other Company Related Party for agreement to engage in any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwiseforegoing.

Termination Fee. (ia) In the event that this Agreement is validly terminated (i) by Seller in accordance with Section 4.2(e) or Section 4.2(f) or (ii) by Purchaser in accordance with Section 4.2(a) at a time when Seller had the Company pursuant right to validly terminate this Agreement under Section 7.1(h4.2(e) or Section 4.2(f), then the Company then, Purchaser shall paypay or cause to be paid to Seller Parent, within three five (35) Business Day of the notice of Days following such termination of this Agreementtermination, a termination fee to BRPA in an amount in cash equal to Ten $11,700,000.00 (Eleven Million Dollars ($10,000,000Seven Hundred Thousand Dollars) (the “Termination Fee”) in by wire transfer of immediately available funds as liquidated damages and not as a penaltyto an account designated in writing by Seller Parent. (b) Notwithstanding anything to the contrary in this Agreement, in the event that the Termination Fee is payable in accordance with the terms of this Agreement, (i) Seller Parent’s right to receive the Termination Fee pursuant to Section 4.4(a) and the Enforcement Costs pursuant to this Section 4.4(b) shall be the sole and exclusive remedy of the Seller and any other Person against Purchaser, the Debt Financing Sources, the Sponsor, their Affiliates and their respective Representatives (and, without limiting Section 10.10, no such Person shall have any other Liability for any or all Losses suffered or incurred by Seller or any other Person) relating to or arising out of this Agreement and the transactions contemplated hereby, including any failure of the Closing to be consummated, and (ii) upon payment of Termination Fee (and the Enforcement Costs, if any), no such Person shall have any further Liability relating to or arising out of this Agreement or the transactions contemplated hereby, including the Limited Guarantee. For the avoidance of doubt, under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance and any money damage, including all or any portion of the Termination Fee. If Purchaser fails to pay the Termination Fee pursuant to Section 4.4(a), and, in order to obtain such payment, Seller Parent commences a Legal Proceeding that results in a final, nonappealable judgment against Purchaser for the payment of the Termination Fee pursuant to Section 4.4(a), Purchaser shall pay, or cause to be paid, in addition to the Termination Fee, to Seller Parent, Seller Parent’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Seller Parent in connection with such Legal Proceeding (the “Enforcement Costs”). (c) The Parties acknowledge and hereby agree that the agreements contained in this Section 4.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parties would not otherwise enter into this Agreement. The Parties acknowledge and agree that (i) under no circumstances will the Seller or any of its Affiliates, indirectly and collectively, seek to recover, or be entitled to recover, any money damages or other Losses of any kind, character or description in excess of the Termination Fee (and the Enforcement Costs, if any), (ii) in no event shall Purchaser be required to pay the Termination Fee on more than one occasion and (iii) any payment of the Termination Fee, ifas applicable, as and when required pursuant to described in this Section 7.2(b), shall 4.4 is not constitute a penalty but will be is liquidated damages, damages in a reasonable amount that will compensate BRPA the Seller in the circumstances in which it is such fees are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Mergertransactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is terminated and BRPA is paid the Termination Fee pursuant to this Section 7.2(b), the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise.

Termination Fee. (ia) In the event that this Agreement is validly terminated by pursuant to: (i) (A) Section 9.1(b) and at the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3) Business Day of the notice time of such termination any condition set forth in Section 8.1(a) or Section 8.1(b) (if the Restraint arises under an Antitrust Law or Foreign Investment Law) was not satisfied) or (B) Section 9.1(c) (if the Law or Order arises under an Antitrust Law or Foreign Investment Law); provided that, as of this Agreementsuch time all other conditions set forth in Section 8.1 and Section 8.2 have been satisfied or waived (other than (x) any such conditions that by their nature are to be satisfied at or immediately prior to the Closing and (y) the portions of the condition set forth in Section 8.2(e) that are contemplated by their terms to be satisfied immediately prior to the Closing, a termination fee in each case, which conditions were, as of the time of such termination, capable of being satisfied if the Closing were to BRPA in occur at such time); or (ii) Section 9.1(e) or Section 9.1(f); then, Buyer shall promptly, within five (5) Business Days after the date of such termination, pay or cause to be paid to Seller an amount equal to Ten Million Dollars $136,500,000 ($10,000,000) (the “Buyer Termination Fee”) in by wire transfer of immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree being understood that in no event shall the Company Buyer be required to pay the Buyer Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement). (iiib) If Buyer fails to pay when due any amount payable by Buyer under this Section 9.3, then: (i) Buyer shall reimburse Seller for all costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Seller of its rights under this Section 9.3 and (ii) Buyer shall pay to Seller interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid through the date such overdue amount is actually paid to Seller in full) at a rate per annum equal to the “prime rate” (as published by the Wall Street Journal or any successor thereto) in effect on the date such overdue amount was originally required to be paid. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, in any circumstance in which other than Seller’s right to seek specific performance as and only to the extent expressly permitted by Section 11.10, Seller’s right to terminate this Agreement in circumstances where the Buyer Termination Fee is terminated payable, and BRPA is paid Seller’s receipt of the Buyer Termination Fee pursuant to this Section 7.2(b)9.3, the Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or Seller and the Seller Parties against Buyer any of its Affiliates and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents (the BRPA “Buyer Related Parties against the Company or Parties”) and any other Company Lender Related Party for any loss or damage Losses suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the Merger and the other transactions contemplated by this Agreement hereby to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewithconsummated, and upon payment of such amounts, none of the Company Buyer Related Parties or the Lender Related Parties shall have any further liability or obligation Liability relating to or arising out of this Agreement or the transactions contemplated by this Agreement (except, that Buyer shall remain obligated for, and Seller and the Seller Parties shall be entitled to, any and all remedies with respect to any payment or reimbursement obligations of Buyer pursuant to Section 11.1, the first sentence of this Section 9.3(b) and the indemnification, reimbursement and expense obligations of Buyer contained in respect Section 5.12(b)), in each case, subject to the Buyer Liability Limitation (as defined below); provided that Seller shall not be entitled to receive both an award of representations made specific performance to cause the Closing to occur and payment of the Buyer Termination Fee. Notwithstanding anything in this Agreement to the contrary, (i) if Buyer makes (or alleged causes to be made made) any payment under this Agreement and Seller is thereafter entitled to receive the Buyer Termination Fee in accordance with Section 9.3(a), then the amount of such Buyer Termination Fee shall be reduced by the aggregate amount of any such payments, (ii) the maximum aggregate Liability of the Buyer Related Parties in connection herewithwith this Agreement (including payment of the Buyer Termination Fee, whether in equity if applicable) shall be limited to $137,500,000 (the “Buyer Liability Limitation”), and none of the Seller Parties nor any of their Affiliates or at lawRepresentatives shall seek or obtain, nor shall they permit any of their Representatives or any other Person on their behalf to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or award or any monetary damages of any kind, in contractthe aggregate, in tort excess of the Buyer Liability Limitation against the Buyer Related Parties, collectively, and (iii) Buyer may elect to consummate the Closing within five (5) Business Days after receipt of written notice of termination pursuant to Section 9.1(f) in lieu of paying any monetary damages (including all or otherwiseany portion of the Buyer Termination Fee), provided that if Buyer does not consummate in accordance with the terms of this Agreement the Closing within such five (5) Business Day period, Buyer’s election shall be of no further force or effect and this Agreement shall be automatically terminated in accordance with its terms.

Termination Fee. (ia) In the event that this Agreement is validly terminated by the Company pursuant to Section 7.1(h), then the Company shall pay13.1(c) then, within three five (35) Business Day Days, the Acquirees, collectively, shall pay or cause to be paid to Parent, by wire transfer of immediately available funds, the notice sum of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars $200,000 ($10,000,000) (the “Termination Fee”) in immediately available funds as liquidated damages ); it being understood and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree agreed that in no event shall the Company any Acquiree be required to pay the Termination Fee on more than one (1) occasion. Each of No termination fee shall be paid if (i) the CompanyCMA is not approved by FINRA or FINRA requests that Glendale and WDCO withdraw the CMA, BRPA and Merger Sub acknowledges (ii) if post-merger operating restrictions are imposed that are materially substantive to the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and thatintended operations post CMA, without these agreements, the parties hereto would not enter into this Agreement. or (iii) Notwithstanding anything if Parent is unable to fund pursuant to Article I herein, or (iv) if WDCO or Glendale file a Broker Dealer Withdrawal from FINRA. In the contrary in this Agreement, in any circumstance in which event that this Agreement is terminated and BRPA is paid by R▇▇▇ pursuant to Section 13.1(d), then Parent shall pay, within five (5) Business Days thereof, by wire transfer of immediately available funds, the Termination Fee to R▇▇▇, it being understood that in no event shall Parent be required to pay the Termination Fee on more than one occasion; provided further, if Parent pays the Termination Fee then none of the Acquirees or Holders shall have any further rights against Parent or DPWF hereunder. (b) To the extent that Parent receives the Termination Fee, or R▇▇▇ receives the Termination Fee, pursuant to this Section 7.2(b)13.3, then (i) with respect to the Acquirees, (A) such Termination Fee shall be constitute the sole and exclusive monetary remedy of BRPA, Merger Sub Parent and DPWF against R▇▇▇ or any of the BRPA other Acquirees and their respective Subsidiaries, shareholders, directors, officers, employees, agents, Affiliates and assignees (the Acquirees, their Subsidiaries and such other Persons being referred to collectively in this Agreement as the “Acquiree Related Parties against the Company or any other Company Related Party Parties”) for any loss or damage damages suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement Transactions to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewithconsummated, and (B) upon payment of such amountsamount, none of the Company Acquiree Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, and (ii) with respect to the Parent and DPWF (A) such Termination Fee shall constitute the exclusive remedy of each of the Acquirees and Holders against the Parent and DPWF and their respective shareholders, directors, officers, employees, agents, Affiliates and assignees (the Parent, DPWF and such other Persons being referred to collectively in respect this Agreement as the “Parent Related Parties”) for any damages suffered as a result of representations made the breach of this Agreement of failure of the Transactions to be consummated, and (B) upon payment of such amount, none of the Parent Related Parties shall have any further obligation or alleged liability arising out of or related to this Agreement or the Transactions. Each of the Acquirees acknowledges and agrees that the maximum liability of the Parent and the Parent Related Parties under this Agreement shall be limited to the amount of the Termination Fee. The Parties acknowledge that the Termination Fees are not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and DPWF or the Acquirees, as the case may be, in the circumstances in which such payments are payable. If the Parent or the Acquirees, as the case may be, fails to promptly pay the amount due pursuant to this Section 13.3, the Parent or R▇▇▇, as the case may be, shall reimburse the other party for interest on such amount or portion thereof at the prime rate of Citibank N.A. in effect on the date such payment was required to be made in connection herewiththrough the date of payment. (c) In no event shall a shareholder, whether in equity director, officer or at lawemployee of any of the Parent, in contractDPWF or any Acquiree, in tort or otherwiseas the case may be, have any liability for the payment of a Termination Fee pursuant to this Agreement.

Termination Fee. (ia) In the event that this Agreement is validly terminated by the Company Seller pursuant to Section 7.1(h7.1(e), then then, Seller shall pay to Buyer, by wire transfer of immediately available funds: (i) a fee in the Company shall pay, within three amount of $15,700,000 (3the “Termination Fee”) Business Day of prior to or substantially concurrently with the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty.plus (ii) The Parties acknowledge any reasonable and hereby agree reasonably documented Expenses that have been incurred by Buyer before and up to the Termination Feedate of termination (“Buyer’s Transaction Expenses”) within two (2) Business Days after delivery by Buyer to Seller of a written statement setting forth the amount thereof and attaching applicable reasonable documentation, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree being understood that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in payment for Buyer’s Transaction Expenses under this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement7.3(a)(ii) exceed $3,000,000. (iiib) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, subject to Section 9.11, in any circumstance in which the event that this Agreement is terminated and BRPA is paid under circumstances where the Termination Fee and Buyer’s Transaction Expenses are payable pursuant to this Section 7.2(b)7.3, the payment of the Termination Fee together with the Buyer’s Transaction Expenses shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or Buyer against Seller and its Affiliates and any of their respective former, current or future stockholders, or Representatives (the BRPA “Seller Related Parties against the Company or any other Company Related Party Parties”) for any loss or damage all losses and damages suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement hereunder or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewithotherwise, and upon payment of such amountsamount, none of the Company Seller Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwisethe transactions contemplated hereby.

Termination Fee. (ia) In Subject to Section 7.3(b), in the event that this Agreement is validly terminated by the Company Purchaser pursuant to Section 7.1(h7.1(b), then the Company Purchaser shall payas promptly as reasonably practicable (and, in any event, within three five (35) Business Day Days) following such termination, pay the Termination Fee to an account or accounts of the notice Seller (as directed by the Seller) by wire transfer of such termination immediately available funds. (b) In the event that the Seller shall receive full payment of the Termination Fee pursuant to this Section 7.3, the receipt of the Termination Fee by the Seller shall be the sole and exclusive remedy for any and all Losses suffered or incurred by the Seller or any other Person in connection with this Agreement. Notwithstanding anything to the contrary in this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty. (ii) The Parties acknowledge and hereby agree that the Termination Fee, if, as and when required pursuant to Section 7.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate BRPA 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, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company Purchaser be required to pay the Termination Fee on more than one occasion. (1c) occasion. Each of the Company, BRPA Parties acknowledges and Merger Sub acknowledges agrees that the agreements contained in this Section 7.2 7.3 are an integral part of this Agreement and the transactions contemplated by this Agreement hereunder and that, without these agreements, the parties hereto other Parties would not enter into this Agreement. (iii) Notwithstanding anything to . The Purchaser and the contrary in Seller acknowledge and agree that they have expressly negotiated this Agreementprovision, and that the Purchaser and the Seller have agreed that, in any circumstance in which light of the circumstances existing at the time of the execution of this Agreement (including the inability of the Parties to quantify the damages that may be suffered by the Seller), this provision is terminated and BRPA is paid reasonable, that the Termination Fee pursuant to this Section 7.2(b)represents a good faith, fair estimate of the Losses that the Seller would suffer and that the Termination Fee shall be payable as liquidated damages (and not as a penalty) without requiring the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company Seller or any other Company Related Party Person to prove actual damages. (d) In the event that the Purchaser fails to pay the Termination Fee when due, the Purchaser shall remain liable for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amountsTermination Fee and shall reimburse the Seller for all fees, none costs and expenses actually incurred or accrued by the Seller (including reasonable and documented out-of-pocket fees and expenses of outside counsel) in connection with the Company Related Parties shall have any further liability or obligation relating to or arising out collection under and enforcement in full of this Agreement or Section 7.3, together with interest on such amount at a rate per annum equal to the “prime rate” at large U.S. money center banks in respect of representations made or alleged effect on the date such payment was required to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise(as published by the Wall Street Journal) from such date through the date such payment was actually received.