Common use of Termination Fee Clause in Contracts

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of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the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

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

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

Termination Fee. (a) In Notwithstanding Section 9.3 above, in the event that (i) there is a termination of this Agreement is terminated by the Purchaser or Parent pursuant to Section 7.1(d9.1(e) and (ii) within one hundred and twenty (120) days after the date of the termination of this Agreement, the Company or its Affiliates enter into an Alternative Transaction, the Company shall pay a termination fee equal to seventy-five percent (75%) of the Expenses documented and actually incurred by the Parent, the Purchaser and their respective Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement and the transactions contemplated hereby, including the Registration Statement and the Tender Offers, up to a maximum amount of $300,000 (the “Company Termination Fee”). (b) Notwithstanding Section 9.3 above, in the event that (i) there is a termination of this Agreement by the Company pursuant to Section 7.1(g9.1(d) then and (ii) within one hundred and twenty (120) days after the date of the termination of this Agreement, the Parent, Purchaser or their respective Affiliates enter into an Alternative Transaction, the Parent and the Purchaser shall jointly and severally pay a termination fee equal to seventy-five percent (75%) of the Expenses documented and actually incurred by the Company shall pay and its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement and the transactions contemplated hereby, including the Registration Statement and the Tender Offers, up to Parent a maximum amount of $300,000 (the “Purchaser Termination Fee” and each of the Purchaser Termination Fee and the Company Termination Fee. The Company , a “Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(gFee”). (bc) If The applicable Termination Fee shall be paid, within ten (i10) Business Days after the date Party required to pay such Termination Fee receives the documented Expenses, by wire transfer of this Agreement but prior immediately available funds to an account designated in writing by the Party entitled to receive such Termination Fee. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in accordance circumstances where a Termination Fee is payable, the payment of the Termination Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the recipient(s) of the Termination Fee would otherwise be entitled to assert against the liable Party or its termsAffiliates or any of their respective assets, an Acquisition Proposal shall have been publicly announced and not withdrawnor against any of their respective directors, (ii) thereafterofficers, employees or stockholders with respect to this Agreement is terminated by Parent or and the Company pursuant transactions contemplated hereby and shall constitute the sole and exclusive remedy available to Section 7.1(b) and (iii) within nine (9) months after such terminationParties. Except for nonpayment of the Termination Fee, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b)Parties hereby agree that, all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the upon termination of this Agreement pursuant in circumstances where the Termination Fee is payable, in no event shall the other Parties (i) seek to Section 7.1(b))obtain any recovery or judgment against the Party liable for the Termination Fee or its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or stockholders or (ii) be entitled to seek or obtain any other damages of any kind, including consequential, indirect or punitive damages; and provided, that the foregoing shall not limit (Bx) any Party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any action or omission that constitutes fraud, in either case, prior to termination of this Agreement (subject to Article X) or (y) the failure rights of the condition set forth any Party to seek specific performance or other injunctive relief in clause “(c)(vii)” lieu of Annex A to be satisfied is not directly attributable to a breach of: (1)terminating this Agreement.

Termination Fee. (a) In If (i) prior to the event Company Shareholder Meeting, a Company Acquisition Proposal is publicly disclosed after the date of this Agreement, (ii) this Agreement is terminated by the Company or Parent, as applicable, pursuant to Section 7.1(b) [End Date] (provided that the conditions set forth in Section 6.1(b) [No Law Enjoining] and Section 6.1(c) [Expiration of HSR Waiting Period] are satisfied at the time of such termination), Section 7.1(d) [No Company Shareholder Approval] or Section 7.1(f) [Company Breach of Representation or Failure to Perform Covenant], (iii) such Company Acquisition Proposal shall not have been withdrawn prior to such termination and (iv) within fifteen (15) months after any such termination described in clause (ii), the Company shall have consummated, or shall have entered into an agreement to consummate any Company Acquisition Transaction, which is subsequently consummated (whether before or after such fifteen (15)-month period), then the Company shall pay to Parent an amount equal to the Termination Fee, by wire transfer of same day federal funds to the account specified by Parent, within three (3) business days after the consummation of any such Company Acquisition Transaction. (b) If this Agreement is terminated by Parent pursuant to Section 7.1(d7.1(g) [Company Change of Recommendation or Willful Breach of Non-Solicit], then the Company shall pay to Parent, within three (3) business days after the date of termination, the Termination Fee, by wire transfer of same day federal funds to the account specified by Parent. (c) If this Agreement is terminated by the Company pursuant to Section 7.1(g7.1(h) [Company Superior Offer], then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant Parent, prior to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and or concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee Fee, by wire transfer of same-same day federal funds on to the date such transaction is consummated; provided that solely account specified by Parent. (d) Solely for purposes of this Section 7.3(b)7.3, all references to 20% in the definition of “Company Acquisition Transaction” shall be deemed to be have the meaning ascribed thereto in Section 8.16(a)(viii), except that all references to fifteen percent (15%) shall be changed to fifty percent (50%). (ce) In The payment of the event that Termination Fee to Parent pursuant to this Section 7.3 shall be the sole and exclusive monetary remedy available to Parent, Merger Sub or any of their Affiliates in connection with this Agreement and the Transactions in any circumstance in which the Termination Fee is terminated by payable hereunder. Upon payment of the Termination Fee pursuant to this Section 7.3, Company or its shareholders shall not have any further liability with respect to this Agreement or the Transactions to Parent or its respective stockholders; provided that nothing herein shall release Company from any liability arising out of or resulting from (i) Fraud by it or its Subsidiaries or (ii) the Willful Breach by it or its Subsidiaries of a covenant or other agreement contained in this Agreement. The parties acknowledge and agree that in no event shall the Company be required to pay the Termination Fee on more than one occasion, and in no event shall Parent or Merger Sub on the one hand be entitled to specific performance to cause the Company to consummate the Transactions and payment of the Termination Fee to Parent. In addition, the parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the Transactions and are not a penalty, and that, without these agreements, neither party would enter into this Agreement. If the Company fails to pay promptly the amounts due pursuant to Section 7.1(b7.3 other than due to a failure of Parent to provide the Company with wire instructions, the Company will also pay to Parent interest on that unpaid amount, accruing from its due date at an interest rate per annum equal to five (5) and: percentage points in excess of the prime commercial lending rate quoted by The Wall Street Journal and the reasonable and documented out-of-pocket expenses (Aincluding reasonable and documented legal fees) in connection with any action taken to collect payment. Any change in the interest rate hereunder resulting from a change in such prime rate will be effective at the time beginning of the date of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth change in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)such prime rate.

Termination Fee. (a) In If this Agreement is terminated by either Parent or the event that Company pursuant to Section 7.1(d), the Company shall pay Parent the amount (not to exceed $90,000,000) of out-of-pocket costs and expenses incurred by Parent in connection with this Agreement and the transactions contemplated hereby, by wire transfer (to an account designated by Parent) in immediately available funds within two Business Days after such termination. If (i) this Agreement is terminated by the Company pursuant to Section 7.1(h), (ii) this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). , or (biii) If (iA) after a Pre-Termination Takeover Proposal shall have occurred at any time following the date of this Agreement but and prior to the termination of event giving rise to the right to terminate this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, thereafter this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) or Section 7.1(d) or by Parent pursuant to Section 7.1(f) and (iiiB) within nine either (91) months after both (x) at any time on or prior to the twelve month anniversary of such termination, the Company consummates an Acquisition Proposal or any of its Subsidiaries enters into an Acquisition a definitive agreement with respect to any transaction included within the definition of Company Takeover Proposal (a “Company Takeover Transaction”) (whether or not involving the same Company Takeover Proposal as that which was the subject of the Pre-Termination Takeover Proposal Event) and (y) at any time on or prior to the twenty-four month anniversary of the date of the definitive agreement contemplated by clause (x), the Company or any of its Subsidiaries consummates a Company Takeover Transaction (whether or not involving the same party that is subsequently consummated then concurrently with consummating entered into the definitive agreement contemplated by the foregoing clause (x)) or (2) at any time on or prior to the twelve month anniversary of such transaction termination, the Company or any of its Subsidiaries consummates a Company Takeover Transaction, the Company shall pay to Parent the Company Termination Fee (less any amount previously paid pursuant to the first sentence of this Section 7.3(a) in respect of a termination by either Parent or the Company pursuant to Section 7.1(d)), by wire transfer (to an account designated by Parent) in immediately available funds in the case of same-day funds on clause (i), in accordance with Section 5.3(f), in the date case of clause (ii), within two Business Days of such transaction is consummatedtermination, or in the case of clause (iii), upon consummation of the Company Takeover Transaction contemplated by clause (1)(y) or (2); provided provided, that solely for the purposes of clause (B) only, all references in the definition of Company Takeover Proposal to “15%” shall instead be references to “50%.” (b) For purposes of this Section 7.3(b)7.3, all references to 20% in the definition of a “Acquisition TransactionPre-Termination Takeover Proposal Event” shall be deemed to be references occur if a Company Takeover Proposal shall have been made known to 50%. the Company’s Board of Directors or senior management or shall have been made directly to the Company’s stockholders generally or any bona fide acquiror (cor Representative thereof acting on behalf of a bona fide acquiror) In shall have publicly announced a Company Takeover Proposal with respect to the Company, and in any such case such Company Takeover Proposal shall not have been withdrawn prior to the event that this Agreement is terminated by giving rise to such termination (i) Parent or in the case of a termination pursuant to Section 7.1(b) and: (A) 7.1(d), at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due least five Business Days prior to the termination Company Stockholders’ Meeting) (it being understood, for the avoidance of this Agreement pursuant doubt, that a person shall be a bona fide acquiror if it possesses or could reasonably be believed to Section 7.1(bhave access to the resources necessary to consummate such Company Takeover Proposal)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1).

Termination Fee. (a) In the event that (A) (i) either Party shall terminate this Agreement is terminated by Parent pursuant to Section 7.1(d6.1(c)(ii), or (ii) or by the Company West shall terminate this Agreement pursuant to Section 7.1(g6.1(e)(i), or (iii) then the Company West shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to terminate this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination Agreement pursuant to Section 7.1(d6.1(b) and concurrently on the basis of a material breach by Raindance of Section 4.4 or 4.9, (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business DayB) with at any termination pursuant to Section 7.1(g). (b) If (i) time after the date of this Agreement but and prior to the such termination of this Agreement in accordance with its terms, an Acquisition Proposal there shall have been publicly announced and an Acquisition Proposal that has not withdrawn, (ii) thereafter, this Agreement is terminated by Parent been formally withdrawn or the Company pursuant abandoned prior to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into an a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee Proposal, by wire transfer of same-day funds on immediately available funds. (b) In the event that West shall terminate this Agreement pursuant to Section 6.1(e)(ii), Raindance shall pay to West the Termination Fee within five business days after the date such transaction this Agreement is consummated; provided that solely for purposes terminated, by wire transfer of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%immediately available funds. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of Raindance shall terminate this Agreement pursuant to Section 7.1(b6.1(f)); , then Raindance shall pay West the Termination Fee on the date this Agreement is terminated, by wire transfer of immediately available funds. (d) Raindance hereby acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, West would not enter into this Agreement. In the event that Raindance fails to pay when due any amount payable under this Section 7.4, then (i) Raindance shall reimburse West for all costs and expenses (including disbursements and reasonable fees of counsel) incurred in connection with the collection of such overdue amount, and (Bii) Raindance shall pay to West interest on such overdue amount (for the failure period commencing as of the condition set forth in clause “(c)(vii)” of Annex A date such overdue amount was originally required to be satisfied paid and ending on the date such overdue amount is not directly attributable actually paid in full) at a rate per annum equal to a breach of: (1)the Prime Rate in effect on the date such overdue amount was originally required to be paid.

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

Termination Fee. (a) In Seller will pay Buyer a fee (the event that "Termination Fee") as follows: (i) $20,000,000, if (i) Buyer terminates this Agreement pursuant to Section 8.1(f) or (ii) this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(g), in each case payable within three (3) Business Days of such termination. (ii) $20,000,000, if, after an Acquisition Proposal has been made or by an Acquisition Event has occurred, this Agreement is terminated (other than as a Sell- Side Termination (as defined below)), and within one year after such termination an Acquisition Transaction (as defined below) occurs, as long as such Acquisition Transaction has the effect of transferring, directly or indirectly, a material portion of, any of the Business, the aggregate assets of the Companies and the Company pursuant Subsidiaries, or the Shares, which fee shall be payable immediately upon such occurrence. (iii) $5,000,000, if no Acquisition Proposal has been made and no Acquisition Event has occurred prior to Section 7.1(gthis Agreement being terminated, this Agreement is terminated (other than as a Sell-Side Termination) then and within one year after such termination, in each case, an Acquisition Transaction occurs, as long as such Acquisition Transaction has the effect of transferring, directly or indirectly, a material portion of, any of the Business, the aggregate assets of the Companies and the Company shall pay to Parent Subsidiaries, or the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) Shares, which fee shall be paid no later payable immediately upon such occurrence. It is understood that Seller shall not be required to pay Buyer under more than the second one of Subsections 8.3(a) (2nd) Business Day following termination pursuant to Section 7.1(di), 8.3(a)(ii) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g8.3(a)(iii). (b) If (i) after the date of Seller will also reimburse Buyer for Buyer's actual out-of-pocket expenses incurred in connection with this Agreement but prior upon receipt of reasonable supporting documentation and the transactions contemplated hereby, up to the termination a maximum of this Agreement in accordance with its terms$3,000,000, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A reimbursement being due to the upon termination of this Agreement pursuant to Section 7.1(b8.1(e). The amount of reimbursement will be credited against any fee that becomes payable pursuant to Subsections (a)(i); and , (Ba)(ii) or (a)(iii). (c) For purposes of this Section 8.3, the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)following definitions apply:

Termination Fee. (a) In If (i) prior to the event that termination of this Agreement, a Qualifying Transaction is proposed or publicly disclosed, (ii) this Agreement is terminated by Buyer Parent or the Seller pursuant to Section 7.1(d11.1(b) and (iii) concurrently with, or by within twelve (12) months after any such termination, any Qualifying Transaction is consummated or the Company Seller or any of its Affiliates enters into any letter of intent, agreement in principle or contract with respect to a Qualifying Transaction, then the Seller shall pay to Buyer Parent a fee of $24,000,000 in cash, such payment to be made upon the earlier of entry into the letter of intent, agreement in principle or contract or agreement with respect to such Qualifying Transaction or the consummation of such Qualifying Transaction; provided, that if at the time of such payment the Merger Buyer is entitled to a payment from the Seller pursuant to Section 7.1(g8.3(a) of the Merger Transaction Agreement, then the Company Seller shall pay to Buyer Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)fee of $12,000,000 in cash. (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its termsAgreement, an Acquisition Alternate Superior Proposal shall have been is proposed or publicly announced disclosed and not withdrawn, (ii) thereafter, this Agreement is terminated by Buyer Parent or the Company Seller pursuant to Sections 11.1(b) or 11.1(d), then the Seller shall pay to Buyer Parent a fee of $24,000,000 in cash, such payment to be made promptly upon termination of this Agreement and in any event within two (2) Business Days after the termination of this Agreement. (c) If this Agreement is terminated by the Seller pursuant Section 11.1(h), then the Seller shall pay to Buyer Parent a fee of $12,000,000 in cash, such payment to be made concurrently with such termination. (d) If this Agreement is terminated by Buyer Parent pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination11.1(j), then the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company Seller shall pay to Buyer Parent a fee of $12,000,000 in cash, such payment to be made promptly upon termination of this Agreement and in any event within two (2) Business Days after the Company termination of this Agreement. (e) If this Agreement is terminated by the Seller or Buyer Parent (i) pursuant to Section 11.1(i) and, prior thereto, the Merger Transaction Agreement was terminated by the Merger Buyer pursuant to Section 8.1(f) of the Merger Transaction Agreement or (ii) pursuant to Section 11.1(b) and there had previously occurred a willful breach by the Seller of the Merger Transaction Agreement, then the Seller shall pay Buyer Parent a fee of $24,000,000 in cash, such payment to be made no later than two (2) Business Days after the date of termination of this Agreement. In the event that Buyer Parent receives the Seller Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of pursuant to this Section 7.3(b), all references to 20% in 11.3(e) the definition receipt of “Acquisition Transaction” such fee shall be deemed to be references liquidated damages for any and all losses or damages suffered or incurred by Buyer Parent in connection with this Agreement (and the termination hereof); provided, that nothing in this Section 11.3(e) shall prohibit any payment required to 50%be made pursuant to Section 11.3(f). (cf) In the event that Unless a Seller Termination Fee is payable under Section 11.3(e), if this Agreement is terminated by by the Seller or Buyer Parent pursuant to (i) Parent pursuant to Section 7.1(b11.1(b) and: (A) and at the time of such terminationtermination the only conditions that were not satisfied were Sections 9.3(f) or 9.3(g), each and any other conditions that by their nature can only be satisfied at the Closing or (ii) Section 11.1(i), then the Seller shall reimburse Buyer Parent upon demand by wire transfer of immediately available funds to an account specified in writing by Buyer Parent for an amount equal to 120% of the Offer Conditions has been satisfied aggregate amount of the Expenses of Buyer Parent; provided, however, that the Seller shall not be obligated to make a payment pursuant to this Section 11.3(f) in excess of $4,000,000 in the aggregate. (g) Notwithstanding anything in this Agreement to the contrary, in no event shall the Seller be required to pay a Seller Termination Fee pursuant to Sections 11.3(a), 11.3(b), 11.3(c), 11.3(d) or waived 11.3(e), on more than one occasion. Any such payment shall be reduced by any amounts as may be required to be deducted or withheld therefrom under the applicable Tax Law; provided, however, that prior to or on the date any such withholding is required, (A) Seller shall notify Buyer Parent as soon as reasonably practicable after notice of termination or entry into a Superior Proposal, as applicable, prior to the date withholding is required, (B) Seller and Buyer Parent shall use reasonable efforts to minimize any withholding Taxes, and (C) Buyer Parent may deliver properly completed and executed documentation prescribed by applicable Law as would permit such payment to be made without withholding or at a reduced rate of withholding. Buyer Parent and Seller each acknowledge that under current Law, no U.S. federal withholding Tax would be required with respect to the Termination Fee. (h) Each of the parties hereto acknowledges that the Seller Termination Fee and the other than (1provisions of this Section 11.3 are an integral part of the transactions contemplated by this Agreement and that, without the Seller Termination Fee and such other provisions, Buyer Parent would not enter into this Agreement; accordingly, if the Seller fails to promptly pay the amounts due pursuant to Sections 11.3(a), 11.3(b), 11.3(c), 11.3(d), 11.3(e) or 11.3(f) and, in order to obtain such payment Buyer Parent commences a suit which results in a judgment against the condition Seller for any of the amounts set forth in clause “Sections 11.3(a), 11.3(b), 11.3(c), 11.3(d), 11.3(e) or 11.3(f), then the Seller shall pay to Buyer Parent its costs and expenses (c)(viii)” of Annex A and (2including attorneys’ fees) the condition set forth in clause “(c)(vii)” of Annex A connection with such suit, together with interest on all amounts due to the termination of this Agreement pursuant to Section 7.1(bSections 11.3(a), 11.3(b); and (B, 11.3(c), 11.3(d), 11.3(e) or 11.3(f) at the failure prime rate of CBNA in effect on the condition set forth in clause “(c)(vii)” of Annex A date plus 2% per annum from the date such amounts were required to be satisfied is not directly attributable to a breach of: (1)paid until the date actually received by Buyer Parent.

Termination Fee. (ai) In the event that If this Agreement is terminated by the Parent pursuant to Section 7.1(d6.1(c)(i) or (iii) or, at the time of the termination of this Agreement, the Parent had the right to so terminate, and within 12 months after such termination the Company executes a definitive agreement to implement a Takeover Proposal (whether or not such Takeover Proposal triggered the termination right), then the Company shall pay to the Parent Termination Fee in an amount equal to $9 million (the "Termination Fee") within two (2) Business Days after the execution of such definitive agreement. (ii) If this Agreement is terminated by the Parent pursuant to Section 6.1(c)(ii), or, at the time of the termination of this Agreement, the Parent had the right to so terminate, then within two (2) Business Days after any of the conditions set forth in Section 6.1(c)(ii) are satisfied, the Company shall pay to the Parent the Termination Fee. (iii) If this Agreement is terminated by the Parent pursuant to Section 6.1(c)(iv), or at the time of the termination of this Agreement, the Parent had the right to so terminate, then within two (2) Business Days after such termination, the Company shall pay to the Parent the Termination Fee; provided, however, that the Company shall not be obligated to pay the Parent the Termination Fee pursuant to this Section 7.1(b)(iii) in the event that (y) the actions of Board of Directors of the Company that gave rise to the Parent's right to terminate under Section 6.1(c)(iv) were the result of the occurrence of an event which had, or was reasonably expected to have, a Material Adverse Effect on the Parent or had caused, or was reasonably expected to cause, the Parent to suffer a Material Adverse Change and (z) the Board of Directors of the Company made a good faith determination, based upon the advice of its legal counsel as to legal matters, that such actions were necessary in order to comply with its fiduciary duties to the Company stockholders under applicable law. (iv) If this Agreement is terminated by the Company pursuant to Section 7.1(g) 6.1(d), then the Company shall pay to the Parent the Company Termination Fee. The Company Termination Fee payable pursuant prior to this such termination as provided in Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g6.1(d). (bv) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafterfollowing a Takeover Proposal, this Agreement is terminated by either the Parent or the Company pursuant to Section 7.1(b) 6.1(e), and (iii) within nine (9) 12 months after such termination, termination the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated executes with a third party a definitive agreement to implement a Takeover Proposal, then concurrently with consummating such transaction the Company shall pay to the Parent the Company Termination Fee within two (2) Business Days after the execution of such agreement. (vi) If following a Takeover Proposal, this Agreement is terminated by wire transfer the Company pursuant to Section 6.1(f), and within 12 months after such termination the Company executes with a third party a definitive agreement to implement a Takeover Proposal, then the Company shall pay to the Parent the Termination Fee within two (2) Business Days after the execution of same-day funds on the date such transaction is consummated; provided that solely for agreement. (vii) For purposes of this Section 7.3(b7.1(b), all references to 20% in whenever the definition of “Acquisition Transaction” Company shall be deemed obligated to be references pay the Termination Fee, the Company shall pay the Parent by wire transfer to 50%an account specified by the Parent. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

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

Termination Fee. (a) In the event that (A) (i) either Party terminates this Agreement is terminated by Parent pursuant to Section 7.1(d6.1(c)(ii), or (ii) or by the Company SBC terminates this Agreement pursuant to Section 7.1(g) then 6.1(b), as a result of a willful breach of a covenant or agreement by Sabal Palm or the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable Bank, or pursuant to this Section 7.3(aSections 6.1(e)(i) shall be paid no later than the second or 6.1(e)(ii), (2ndB) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with at any termination pursuant to Section 7.1(g). (b) If (i) time after the date of this Agreement but and prior to the such termination of this Agreement in accordance with its terms, an Acquisition Proposal Sabal Palm shall have received or there shall have been publicly announced and an Acquisition Proposal that has not withdrawn, (ii) thereafter, this Agreement is terminated by Parent been formally withdrawn or the Company pursuant abandoned prior to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company and (C) within twelve (12) months following such termination, Sabal Palm consummates an Acquisition Proposal or enters into a definitive agreement or letter of intent is entered into by Sabal Palm with respect to an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company Proposal, Sabal Palm shall pay to Parent Seacoast the Company Termination Fee within five (5) Business Days after the date it becomes payable pursuant hereto, by wire transfer of same-day funds on the date such transaction is consummatedimmediately available funds; provided that solely for purposes of this Section 7.3(b), 7.4(a) all references to 20% in the definition of “Acquisition TransactionProposal” to “25%” shall be deemed to be references to “50%”. (b) In the event that SBC terminates this Agreement pursuant to Section 6.1(e)(iii), Sabal Palm shall pay to Seacoast the Termination Fee within five (5) Business Days after the date this Agreement is terminated, by wire transfer of immediately available funds. In the event that Sabal Palm terminates this Agreement pursuant to Section 6.1(f), Sabal Palm shall pay to Seacoast the Termination Fee on the date this Agreement is terminated, by wire transfer of immediately available funds. (c) Sabal Palm and the Bank hereby acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Seacoast would not enter into this Agreement. In the event that Sabal Palm fails to pay when due any amount payable under this Agreement is terminated by Section 7.4, then (i) Parent pursuant Sabal Palm shall reimburse Seacoast for all costs and expenses (including disbursements and reasonable fees of legal counsel) incurred in connection with the collection of such overdue amount, and (ii) Sabal Palm shall pay to Section 7.1(b) and: Seacoast interest on such overdue amount (Afor the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to five percent (5%) over the time “prime rate” (as published in the “Money Rates” column in The Wall Street Journal or, if not published therein, in another national financial publication selected by Seacoast) in effect on the date such overdue amount was originally required to be paid. (d) Assuming Sabal Palm and the Bank are not in breach of such terminationtheir obligations under this Agreement, each including Sections 4.5 and 4.12, then the payment of the Offer Conditions has been satisfied Termination Fee shall fully discharge Sabal Palm and the Bank from and be the sole and exclusive remedy of Seacoast with respect to, any and all losses that may be suffered by Seacoast based upon, resulting from or waived (other than (1) rising out of the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due circumstances giving rise to the such termination of this Agreement pursuant under Section 7.4(a) or 7.4(b). In no event shall Sabal Palm be required to Section 7.1(b)); and (B) pay the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)Termination Fee on more than one occasion.

Termination Fee. (a) In the event that If Seller terminates this Agreement is terminated by Parent pursuant to Section 7.1(d9.1(f) or by the Company pursuant to Section 7.1(g) of this Agreement, then the Company upon such termination Seller shall pay to Parent Buyer the Company sum of $1,750,000 (the “Termination Fee”). The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a Buyer in same-day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)funds. (b) If Buyer terminates this Agreement pursuant to Section 9.1(e) of this Agreement and within 12 months after such termination Seller enters into an Acquisition Agreement, then upon the signing of such Acquisition Agreement, Seller shall pay to Buyer the Termination Fee in same-day funds; provided, however, that in such case the Termination Fee shall be reduced to $1,500,000. (ic) If either Party terminates this Agreement pursuant to Section 9.1(d) of this Agreement and, after the date of this Agreement but and prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each an Acquisition Proposal has been made, then, upon the signing of an Acquisition Agreement with respect to such Acquisition Proposal, Seller shall pay to Buyer the Termination Fee described in Section 9.3(a) in same-day funds. (d) The Parties acknowledge that the agreements contained in this ARTICLE 9 are an integral part of the Offer Conditions has been satisfied or waived transactions contemplated by this Agreement, and that without these agreements, they would not enter into this Agreement; accordingly, if Seller fails to pay promptly any Termination Fee payable by it pursuant to this Section 9.3, then Seller shall pay to Buyer its reasonable costs and expenses (other than including reasonable attorneys’ fees) in connection with collecting such Termination Fee, together with interest on the amount of the fee at the prime annual rate of interest (1as published in The Wall Street Journal) plus 2% as the condition set forth same is in clause “(c)(viii)” of Annex A and (2) effect from time to time from the condition set forth in clause “(c)(vii)” of Annex A date such payment was due to the termination of under this Agreement pursuant to Section 7.1(b)); and (B) until the failure date of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)payment.

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

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

Termination Fee. (a) In the event that that: (1) Parent terminates this Agreement pursuant to Section 9.01(d) or Section 9.01(h) or (2) the Company terminates this Agreement pursuant to Section 9.01(i), the Company shall pay to Parent, by wire transfer of immediately available funds, $7,500,000 in cash (the “Termination Fee”) within three (3) Business Days after such termination, in the case of a termination by Parent, and immediately prior to or concurrently with, and as a condition to, such termination, in the case of a termination by the Company. (b) If (1) this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second 9.01(c), (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i2) after the date of this Agreement but and prior to the termination of this Agreement in accordance with its termssuch termination, an Acquisition Proposal shall have been publicly announced or shall have been otherwise communicated to the Company Board and (3) neither Parent nor Purchaser is in material breach of its agreements or representations and warranties contained in this Agreement pursuant to which the Company would have had the right to terminate this Agreement, then the Company shall pay to Parent in immediately available funds the reasonable and documented out-of-pocket expenses and fees (including the reasonable and documented fees and expenses of counsel, accountants, experts and consultants to Parent and Purchaser, all filing fees and all printing and advertising costs) actually incurred or accrued by Purchaser and Parent in connection with the evaluation of the Transactions, negotiation, preparation, execution and performance of this Agreement and related agreements, the consummation of the Transactions and related matters, which in no event shall exceed an aggregate amount equal to $4,500,000 (“Expenses”). Payment of the Expenses shall be made not withdrawnlater than three (3) Business Days after delivery to the Company of notice of demand for payment setting forth in reasonable detail all such Expenses. If, following the occurrence of the events described in clauses (ii1) thereafterand (2) in the immediately preceding sentence and the nonoccurrence of the events described in clause (3) in the immediately preceding sentence, the Company consummates any Acquisition Proposal (for purposes of this sentence, the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.01, except that each reference to “ten percent (10%)” in the definition of Acquisition Proposal shall be deemed to be a reference to “a majority”) within nine (9) months following the date of the termination of this Agreement, then the Company shall pay to Parent in immediately available funds the Termination Fee (minus any amount of Expenses previously reimbursed by the Company to Parent and Purchaser) prior to or concurrently with the consummation of such Acquisition Proposal. (c) If (1) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.01(f), (2) after the date of this Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced or shall have been otherwise communicated to the Company Board, (3) neither Parent nor Purchaser is in material breach of its agreements or representations and warranties contained in this Agreement pursuant to which the Company would have had the right to terminate this Agreement, and (iii4) the Company consummates an Acquisition Proposal within nine (9) months after such terminationfollowing the date of the termination of this Agreement, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent in immediately available funds the Company Termination Fee by wire transfer prior to or concurrently with the consummation of same-day funds on the date such transaction is consummated; provided that solely for Acquisition Proposal. For purposes of this Section 7.3(b9.03(c), all references the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.01, except that each reference to 20% “ten percent (10%)” in the definition of “Acquisition Transaction” Proposal shall be deemed to be references a reference to 50%“a majority”. (cd) The Parties acknowledge that the Termination Fee and this Section 9.03 are an integral part of the Transactions and that, without these agreements, the Parties would not enter into this Agreement. In the event that this Agreement is terminated by (i) Parent shall receive a Termination Fee pursuant to Section 7.1(b9.03(a) and: (Aother than as a result of a termination pursuant to Section 9.01(d)) at or Section 9.03(c), the time receipt of such Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent or Purchaser in connection with any matter forming the basis for such termination, and neither Parent nor Purchaser shall be entitled to bring or maintain any other claim, action or proceeding against the Company arising out of any matters forming the basis for such termination, in each of the Offer Conditions has been satisfied or waived (case, other than in the event of (1) the condition set forth a knowing material breach of any of its representations and warranties in clause “(c)(viii)” of Annex A and this Agreement or (2) the condition set forth in clause “(c)(vii)” a deliberate material breach of Annex A due to the termination any covenant of this Agreement pursuant to Agreement, in each case as defined in Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)9.02.

Termination Fee. (a) In the event that this Agreement is terminated by Parent Verizon pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company 12.1(f), Acquiror shall pay to Parent Verizon, on behalf of the Company Verizon Parties, the Verizon Lessors and the Sale Site Subsidiaries, a termination fee in an amount equal to $353,920,000.00 (the “Termination Fee. The Company ”), it being understood that in no event shall Acquiror be required to pay the Termination Fee payable pursuant to on more than one occasion. Any amount due under this Section 7.3(a12.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on to an account provided in writing by Verizon to Acquiror within two (2) Business Days of the date of such transaction is consummated; provided that solely for purposes termination. (b) In the event Verizon, on behalf of this the Verizon Parties, the Verizon Lessors and the Sale Site Subsidiaries, receives full payment of the Termination Fee pursuant to Section 7.3(b12.3(a), all references to 20% in the definition receipt by Verizon of “Acquisition Transaction” the Termination Fee shall be deemed to be references 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 50%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) In The Parties agree that prior to the Initial Closing, the payment of the Termination Fee shall be the sole and exclusive remedy available to the Verizon Parties, the Verizon Lessors and the Sale Site Subsidiaries for any and all Claims suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for any breach or failure to perform hereunder, which fee shall become due and payable only in the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination12.1(f), each and upon payment of the Offer Conditions has been satisfied Termination Fee, none of Acquiror, the Tower Operator and any of their Affiliates or waived (Representatives shall have any further liability or obligation to any other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due Party or its Affiliates relating to the termination or arising out of this Agreement pursuant to Section 7.1(b)); or in respect of any Collateral Agreement or theory of Law or equity, whether in equity or at Law, in contract, in tort or otherwise. For the avoidance of doubt, while Verizon may pursue both a grant of specific performance and (B) the failure payment of the condition set forth 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 clause “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 (c)(vii)” 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 Annex A the Termination Fee was required to be satisfied is not directly attributable to a breach of: (1)made through the date such payment was actually received by Verizon.

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the The Company shall pay to Parent CGAC the Termination Fee if: (i) the Company Termination Fee. The Company Termination Fee payable pursuant to terminates this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination Agreement pursuant to Section 7.1(d10.1(d); or (ii) and concurrently (or if the Company Acquisition CGAC terminates this Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g10.1(e). (b) If Any Termination Fee due under Section 10.3(a) shall be paid by wire transfer of immediately available funds to an account designated by CGAC (A) in the case of clause (i) above, prior to or substantially concurrently with such termination, and (B) in the case of clause (ii) above, no later than two (2) Business Days after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal such termination. In no event shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant be obligated to Section 7.1(b) and (iii) within nine (9) months after such termination, pay the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%more than one occasion. (c) In The parties acknowledge and agree that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 10.3, and, in order to obtain payment, CGAC commences any action, suit or proceeding which results in a judgment against the Company, the Company shall pay CGAC its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented fees of outside legal counsel) in connection with such action, suit or proceeding. The parties hereto agree that (except in the event that this Agreement is terminated by (i) Parent pursuant to of intentional fraud and except for CGAC’s rights under Section 7.1(b) and: (A) at the time of such termination11.15), each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the upon termination of this Agreement pursuant under circumstances that entitle CGAC to Section 7.1(b)); the Termination Fee, the payment of the Termination Fee shall be the sole and (B) exclusive remedy available to the CGAC Related Parties against the Company Related Parties for all losses suffered as a result of the failure of the condition set forth in clause “(c)(vii)” of Annex A transactions contemplated by this Agreement to be satisfied is not directly attributable to consummated or for a breach of: or failure to perform hereunder or otherwise, and, upon payment of the Termination Fee in such circumstances, (1)except in the event of intentional fraud and except for CGAC’s rights under Section 11.15) the Company Related Parties shall have no further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.

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

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on of a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b9.01(a) (if and only if terminated at a time when the “Initial Closing” under the NCP Subscription Agreement has not been completed) or Section 9.01(c) (if and only if terminated at a time when the Initial Closing has not been completed), Buyer shall pay to Parent and/or Sellers, by way of compensation, a fee of $1,000,000 (collectively, the “Termination Fee”), in each case, within one (1) Business Day after the date of the termination of this Agreement by Sellers pursuant to Section 9.01(a) or Section 9.01(c) and, in the event of a termination by Buyer pursuant to Section 9.01(a), concurrently with, and as a condition precedent to, the termination of this Agreement, by wire transfer of immediately available funds to an account designated in writing by Parent and/or Sellers; provided that Buyer shall not be required to pay the Termination Fee on more than one occasion. Buyer acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Sellers would not enter into this Agreement. Accordingly, if Buyer fails promptly to pay any amount due pursuant to this Section 9.03, Buyer shall also pay any reasonable and documented costs, fees and expenses incurred by Parent and/or Sellers (including reasonable attorneys’ fees) in connection with a legal action to enforce this Agreement that results in a judgment for such amount or any portion thereof against Buyer or its Affiliates. Any amount not paid when due pursuant to this Section 9.03 shall bear interest from the date such amount is due until the date paid at a rate equal to LIBOR plus 8%. Notwithstanding anything to the contrary in this Agreement, except in the event of (i) an intentional breach by Buyer of any representation, warranty, covenant, or agreement in this Agreement or (ii) Buyer’s Fraud, if this Agreement is terminated in circumstances requiring the payment of the Termination Fee to Parent and/or Sellers, the payment in full of the Termination Fee by Buyer to Parent and/or Sellers, together with any interest, costs, fees or expenses payable, in each case in accordance with this Section 9.03, shall be the sole and exclusive remedy of Parent and Sellers against Buyer and its Affiliates, and upon such payment, except in the event of such an intentional breach or Fraud, none of Buyer or any of its Affiliates shall have any further liability or obligation (whether at Law or equity, in contract, in tort or otherwise) to Parent and Sellers arising out of this Agreement, any Ancillary Agreement or any of the transactions contemplated hereby or thereby. The Parties acknowledge and agree that (i) the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement; (ii) the damages resulting from the termination of this Agreement under circumstances where the Termination Fee is payable are uncertain and incapable of accurate calculation; and (Biii) without these agreements, the failure Parties would not enter into this Agreement. Therefore, the Termination Fee, if, as and when required to be paid pursuant to this Section 9.03 will not constitute a penalty but rather liquidated damages in a reasonable amount that will compensate Parent and Sellers receiving such amount in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the condition set forth consummation of the transactions contemplated by this Agreement; provided that payment of the Termination Fee shall not constitute liquidated damages in clause “(c)(vii)” the case of Annex A to be satisfied is not directly attributable to a Fraud or an intentional breach of: (1)of this Agreement.

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

Termination Fee. (a) In the event that If PLMT terminates this Agreement is terminated by Parent pursuant to Section 7.1(d9.1(f) or by the Company pursuant to Section 7.1(g) of this Agreement, then the Company PLMT shall pay to Parent the Company sum of $7.5 million (the “Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a”) shall be paid no later than the second by wire transfer of immediately available funds within five (2nd5) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)business days of such termination. (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its termsAgreement, an Acquisition Proposal with respect to PLMT shall have been communicated to or otherwise made known to the shareholders or board of directors of PLMT, or any Person shall have publicly announced an intention to make an Acquisition Proposal with respect to the PLMT, and such Acquisition Proposal shall not have been withdrawn, (ii) thereafter, Parent terminates this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.1(e) of this Agreement, or either Party terminates this Agreement pursuant to Section 9.1(c)(ii) of this Agreement, and (iii) within nine (9) 12 months after of such termination, the Company consummates an Acquisition Proposal or enters into termination an Acquisition Transaction that is subsequently consummated consummated, then concurrently with consummating such transaction the Company PLMT shall pay to Parent the Company Termination Fee by wire transfer of same-day immediately available funds on within five (5) business days of the date consummation of such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In The Parties acknowledge that the event agreements contained in this Article 9 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, they would not enter into this Agreement; accordingly, if PLMT fails to pay promptly any fee payable by it pursuant to this Section 9.3, then PLMT shall pay to Parent its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, together with interest on the 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 is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at until the time date of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)payment.

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

Termination Fee. (ai) In the event that (A) Buyer shall terminate this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(e), (B) or by the Company Buyer shall terminate this Agreement pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d8.1(f) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) twelve months after such termination, the Company consummates Seller shall enter into a definitive agreement with respect to any Acquisition Transaction or any Seller Acquisition shall be consummated, or (C) this Agreement shall be terminated pursuant to Section 8.1(b) or Section 8.1(d) and (1) at or prior to such termination, there shall exist or have been proposed an Acquisition Proposal Proposal, and (2) within twelve months after such termination, Seller shall enter into a definitive agreement with respect to any Acquisition Transaction or enters into an Acquisition Transaction that is subsequently consummated then concurrently shall be consummated, then, in the case of (A), within one business day after the date of such termination, and in the case of (B) or (C), upon the earlier to occur of (x) one business day after the entering into of a definitive agreement with consummating such transaction respect to any Acquisition Transaction and (y) immediately prior to the Company consummation of a Acquisition Transaction, Seller shall pay to Parent Buyer an amount in cash equal to $1.0 million (the Company “Termination Fee”). Notwithstanding the foregoing, (i) Buyer shall not be entitled to the Termination Fee in the event that Buyer shall have previously received the Prepayment Fee (as defined in the Loan Facility), and (ii) upon receipt of the Termination Fee, Buyer shall waive any right to the Prepayment Fee. Notwithstanding the foregoing, the parties acknowledge that the Termination Fee does not represent a liquidated damage amount for any breach by wire transfer Seller of same-day funds any provision of this Agreement, and shall be payable in addition to and irrespective of any amount otherwise recoverable by Buyer under this Agreement or otherwise by reason of such breach. (ii) Seller acknowledges that the agreements contained in this Section 9.10(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Buyer would not enter into this Agreement; accordingly, if the Seller fails to pay in a timely manner the amounts due pursuant to this Section 9.10(b) and, in order to obtain such payment, Buyer makes a claim that results in a judgment against the Seller for the amounts set forth in this Section 9.10(b), the Seller shall pay to Buyer its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 9.10(b) at the prime rate of Bank of America N.A. in effect on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed payment was required to be references to 50%made. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (ai) In the event that that: (A) Parent shall terminate this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(e), (B) or by the Company Parent shall terminate this Agreement pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d8.1(f) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) twelve months after such termination, the Company consummates an Acquisition a Citadel Party shall enter into a definitive agreement with respect to any Takeover Proposal or enters into an Acquisition any Takeover Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. consummated, (cC) In the event that this Agreement is shall be terminated by (i) Parent pursuant to Section 7.1(b8.1(b) and: or Section 8.1(d) and (A1) at the time of or prior to such termination, each of the Offer Conditions has there shall exist or have been satisfied or waived proposed a Takeover Transaction (other than (1) the condition set forth in clause “(c)(viiione proposed by Buyer or Parent or an Affiliate thereof)” of Annex A , and (2) the condition set forth in clause “within twelve months after such termination, a Citadel Party shall enter into a definitive agreement with respect to such Takeover Proposal or a Takeover Transaction shall be consummated with respect to such Takeover Proposal, or (c)(vii)” of Annex A due to the termination of D) Citadel shall terminate this Agreement pursuant to Section 7.1(b)8.1(h) or Section 4.7(e); then, in the case of (A) and (D), within one business day after the date of such termination, and in the case of (B) or (C), upon the failure earlier to occur of (x) one business day after the entering into of a definitive agreement with respect to any Takeover Proposal and (y) immediately prior to the consummation of a Takeover Transaction, Citadel shall pay Parent an amount in cash equal to $2,320,000 (the “Termination Fee”). Notwithstanding the foregoing, the parties acknowledge that the Termination Fee does not represent a liquidated damage amount for any breach by any Citadel Party of any provision of this Agreement, and shall be payable in addition to and irrespective of any amount otherwise recoverable by Buyer or Parent under this Agreement or otherwise by reason of such breach; provided, however, if the Closing does not occur and Citadel pays the Termination Fee in accordance with the terms hereof, Buyer and Parent may not bring any claim under this Agreement related to a breach of the condition representations or warranties of a Citadel Party unless such breach was fraudulent, intentional or willful. (ii) Each Citadel Party acknowledges that the agreements contained in this Section 9.2(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Buyer would not enter into this Agreement. Accordingly, if Citadel fails to pay in a timely manner the amounts due pursuant to this Section 9.2(b) and, in order to obtain such payment, Buyer or Parent makes a claim that results in a judgment against Citadel for the amounts set forth in clause “this Section 9.2(b), Citadel shall pay to Buyer or Parent, as applicable, its costs and expenses (c)(vii)” including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 9.2(b) at the prime rate of Annex A Bank of America N.A. in effect on the date such payment was required to be satisfied is not directly attributable to a breach of: (1)made.

Termination Fee. (a) In the event that If this Agreement is terminated (i) by Parent Seller pursuant to Section 7.1(d) [*] or by the Company pursuant to Section 7.1(g) then the Company [*], Purchaser shall pay Seller an amount equal to Parent [*] (the Company “Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g”). (b) If In the event the Termination Fee is payable, such fee will be paid to Seller by Purchaser in immediately available funds within five (i5) Business Days after the date of this Agreement but prior the termination giving rise to the termination of this Agreement obligation to make such payment. If not paid in accordance with its termsthe required timing set forth in the preceding sentence, an Acquisition Proposal in addition to the Termination Fee, Purchaser shall have been publicly announced pay, or cause to be paid, to Seller the reasonable costs and not withdrawnexpenses (including reasonable attorneys’ fees) incurred by Seller in connection with the pursuit of payment of the Termination Fee, (ii) thereafter, this Agreement is terminated by Parent or together with interest at the Company rate of [*] per annum from and including the date the Termination Fee was required to be paid pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes first sentence of this Section 7.3(b), all references 8.3(b) up to 20% in and including the definition of “Acquisition Transaction” shall be deemed to be references to 50%payment date. (c) In Purchaser acknowledges and agrees that (i) the agreements contained in this Section 8.3 are an integral part of the Contemplated Transactions and constitutes a reasonable estimate of the losses that would be suffered by Seller by reason of any termination specified under Section 8.3 in light of the difficulty of accurately determining actual damages upon such termination and (ii) without these agreements, Seller would not enter into this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Purchaser pays the Termination Fee in accordance with, and as required by, this Agreement is terminated by (i) Parent pursuant Section 8.3, such payment shall constitute the Purchaser’s sole and exclusive liability, and Seller’s sole and exclusive remedy, with respect to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the any termination of this Agreement pursuant or any matter relating to Section 7.1(b)); and (B) or arising out of this Agreement or the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)Contemplated Transactions.

Termination Fee. (a) In the event that the Borrowers cancel or terminate this Agreement and pay in full all amounts outstanding hereunder prior to the Revolving Loan Maturity Date, the Borrowers will, jointly and severally, pay to Lender, a termination fee equal to (i) **** of the maximum stated principal amount of the Loan if such cancellation or termination occurs on or before the first anniversary of the Closing Date, and (ii) **** of the maximum stated principal amount of the Loan if such cancellation or termination occurs after the first anniversary of the Closing Date. Notwithstanding the foregoing, if an Event of Default has occurred and is terminated by Parent pursuant continuing at any time when the Borrowers cancel or terminate this Agreement, the Borrowers jointly and severally agree to pay a default termination fee equal to **** of the maximum stated principal amount of the Loan. Notwithstanding the first sentence of this Section 7.1(d3.4 (a). if the Borrowers cancel or terminate this Agreement within 180 days of Lender reducing the advance rate on Eligible Financial Assets **** from any Reserve in effect of the time of such increase, then Lender will permit such cancellation or termination without the payment of the fee described in clause (a) (i) or by the Company pursuant to Section 7.1(g(a) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a(ii) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)above. (b) If after the first anniversary of the Closing Date, the Borrowers provide to Lender an unconditional (iother than subject to customary closing conditions) loan commitment for a credit facility that **** from a reputable bank or finance company, Lender shall have the right of first refusal to provide a commitment to the Borrowers in such amount on substantially similar terms and will have the right to participate with such lender (if agreed to by such other lender) in such credit facility in a principal amount of **** or such other amount as Lender shall agree. Lender shall exercise its right of first refusal within a reasonable period of time (to provide for due diligence and credit approval, among other items) after the date of this Agreement but prior to the termination of this Agreement in accordance Lender has been presented with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent such commitment or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” right shall be deemed waived by Lender, and Borrower shall be, thereafter, permitted to consummate the financing with such replacement lender. If Lender declines to exercise any such right of first refusal or to participate (or waives the same and no Event of Default has occurred and is continuing hereunder), Borrower shall not be references obligated to 50%pay to Lender the **** termination fee described in clause (a)(ii) above. (c) In view of the event that impracticality and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of lost profits of Lender as a result of an early cancellation or termination. Borrowers hereby agree to pay to Lender the applicable termination fee or default termination in accordance with this Agreement is terminated by (i) Parent pursuant Section 3.4. Such fees shall be presumed to Section 7.1(b) and: (A) at be the time amount of damages sustained by Lender as a result of such terminationearly termination or cancellation, each of and Borrowers agree that such amount is reasonable under the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)circumstances.

Termination Fee. (a) In If the event that Buyer terminates this Agreement is terminated by Parent pursuant to Section 7.1(d9.1(e) of this Agreement or by the Company Seller terminates this Agreement pursuant to Section 7.1(g9.1(f) of this Agreement and within 12 months of such termination (A) an Acquisition Transaction has been announced with respect to any Seller Entity or (B) an Acquisition Agreement with respect to an Acquisition Transaction has been entered into with respect to the Seller or any Seller Entity, then the Company Seller shall pay to Parent the Company Buyer the sum of $4 million (the “Termination Fee”). The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than to the second (2nd) Business Day following termination pursuant Buyer in same day funds. The Seller hereby waives any right to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)counterclaim against such amount. (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent following commencement of any tender or exchange offer for more than 50% of the Company pursuant to Section 7.1(b) shares of Seller Common Stock and (iii) within nine (9) 12 months after of such termination, the Company consummates an Acquisition Proposal or enters into termination an Acquisition Transaction that is subsequently consummated has occurred involving the tender offeror or its affiliates and the Seller or any Seller Entity, then concurrently with consummating such transaction the Company Seller shall pay to Parent the Company Buyer the Termination Fee by wire transfer of same-described above in same day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%funds. (c) In The Parties acknowledge that the event agreements contained in this Article 9 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, they would not enter into this Agreement; accordingly, if the Seller fails to pay promptly any fee payable by it pursuant to this Section 9.3, then the Seller shall pay to the Buyer its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, together with interest on the 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 is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at until the time date of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)payment.

Termination Fee. If this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 8.1(b)(i) or (aii) In and, in either case, within 12 months following the termination of this Agreement either a Company Acquisition (as defined below) is consummated or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated, the Company shall promptly, but in any event that no later than two (2) business days after the date of such consummation, pay Parent a fee equal to $19,793,000, in immediately available funds (the "Termination Fee"). If this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 8.1(d) or (e), then the breaching party shall promptly, but in any event no later than two (2) business days after the date of such termination, pay to the non-breaching party the Termination Fee. If this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then 8.1(c), the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid promptly, but in any event no later than the second two (2nd2) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) business days after the date of this Agreement but prior to such termination, pay Parent the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, Termination Fee. If this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.1(f), the Company shall promptly, but in any event no later than two (2) and (iii) within nine (9) months business days after the date of such termination, pay Parent the Company consummates Termination Fee. Each party acknowledges that the agreements contained in this Section 8.3(b) are an Acquisition Proposal integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other party would not enter into this Agreement. Accordingly, if a party fails to pay in a timely manner the amounts due pursuant to this Section 8.3(b), and, in order to obtain such payment, the other party makes a claim that results in a judgment or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction settlement for the Company fee set forth in this Section 8.3(b), the liable party shall pay to Parent the Company Termination Fee by wire transfer party making such claim its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 8.3(b) at the prime rate of same-day funds The Chase Manhattan Bank in effect on the date such transaction is consummated; provided that solely for purposes payment was required to be made. Payment of the fees described in this Section 8.3(b) shall be in lieu of damages incurred in the event of breach of this Section 7.3(b)Agreement, all references to 20% in except for willful or intentional breaches or breaches caused by the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each gross negligence of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)breaching party.

Termination Fee. (a) In the event that (i) Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(d7.1(i), (ii) or by the Company Parent terminates this Agreement pursuant to Section 7.1(g7.1 (g) or Parent terminates this Agreement as a result of the Company's willful and material breach of Section 4.2, then the Company shall pay Parent an amount equal to $30,000,000 (the "TERMINATION FEE") by wire transfer of immediately available funds upon the occurrence of such event. (b) In the event (i) Company Stockholder Approval is not received, (ii) prior to the Company Stockholders' Meeting there shall have been a Takeover Proposal made (whether or not such Takeover Proposal shall have been rejected or shall have been withdrawn prior to the time of the Company Stockholders' Meeting) and (iii) within twelve (12) months from the termination of this Agreement, the Company shall have entered into an agreement for, and within twenty-four (24) months from such termination shall have consummated, a transaction that would constitute a Takeover Proposal (whether or not with the party that made the initial Takeover Proposal) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior an amount equal to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date immediately available funds, payable upon consummation of such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%transaction. (c) In The parties agree that the event that agreements contained in this Agreement is terminated bySection 7.5 are an integral part of the transactions contemplated by this Agreement. If the Company fails to promptly pay to Parent any fee due under this Section 7.5, the Company shall pay the costs and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee at the publicly announced prime rate of Bank of America from the date such fee was first due. (id) Parent The payment by the Company of the Termination Fee pursuant to this Section 7.1(b7.5 shall be Parent's and Sub's exclusive remedy against the Company for termination under Section 7.1 (g) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) for a willful breach by the condition set forth in clause “(c)(viii)” Company of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)4.2.

Termination Fee. (a) In CNB Financial shall pay to United Financial Bancorp a fee of $1,227,000 (the event that “Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by Parent United Financial Bancorp pursuant to Section 7.1(d7.1(f), then CNB Financial shall pay the Fee on the second business day following such termination; or (ii) or if this Agreement is terminated by the Company (A) either party pursuant to Section 7.1(g7.1(b) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(aor (B) shall be paid no later than the second (2nd) Business Day following termination by United Financial Bancorp pursuant to Section 7.1(d7.1(e) because of CNB Financial’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and concurrently in any such case an Acquisition Proposal with respect to CNB Financial shall have been publicly announced or otherwise communicated or made known to CNB Financial’s Board of Directors (or if the Company any person shall have publicly announced, communicated or made known an intention to make an Acquisition Agreement is executed on a day not a Business Day, the next Business DayProposal) with at any termination pursuant to Section 7.1(g). (b) If (i) time after the date of this Agreement but and on or prior to the date of the Shareholders Meeting, in the case of clause (A), or the date of termination, in the case of clause (B), then CNB Financial shall pay (x) one third of the Fee to United Financial Bancorp on the second business day following such termination of this Agreement in accordance and (y) if within 12 months after such termination CNB Financial enters into a definitive agreement with its termsrespect to, or consummates, an Acquisition Proposal Proposal, then CNB Financial shall have been publicly announced and not withdrawn, pay the remainder of the Fee on the date of such execution or consummation. (iib) thereafter, this Agreement is terminated by Parent or the Company Any amount that becomes payable pursuant to Section 7.1(b7.2(a) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee be paid by wire transfer of same-day immediately available funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% an account designated by United Financial Bancorp in the definition of “Acquisition Transaction” shall be deemed writing to be references to 50%CNB Financial. (c) In CNB Financial acknowledges that the event agreement contained in Section 7.2(a) is an integral part of the transactions contemplated by this Agreement, that without such agreement by CNB Financial, United Financial Bancorp would not have entered into this Agreement is terminated byand that such amounts do not constitute a penalty. If CNB Financial fails to pay the amounts due under Section 7.2(a) with the time periods specified, CNB Financial shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by United Financial Bancorp in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment. (id) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due Notwithstanding anything to the termination contrary contained herein, CNB Financial shall be obligated, subject to the terms of this Agreement pursuant Section 7.2, to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)pay only one Fee.

Termination Fee. (a) If Target (i) receives an Acquisition Proposal and (ii) within twelve (12) months of the date of this Agreement Target enters into a definitive agreement with respect to any Acquisition Proposal (whether or not the Acquisition Proposal was the same Acquisition Proposal referred to in Section 6.5(a)(i) above, then Target shall pay to Parent the amount in cash equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (the “Termination Fee”) in accordance with Section 6.5(b) below. (b) In the event that this Agreement the Termination Fee is terminated by Parent payable pursuant to Section 7.1(d6.5(a), Target shall pay the Termination Fee to Parent, by wire transfer of same day funds, at or prior to the time of termination, in the case of such termination by Target, or as promptly as practicable (and in any event within two (2) or by the Company Business Days of receipt of Parent’s termination notice pursuant to Section 7.1(g) then 6.1), in the Company case of such termination by Parent. Except to the extent required by applicable Law, Target shall pay to Parent the Company Termination Fee. The Company Termination Fee payable not withhold any withholding Taxes from any payment made pursuant to this Section 7.3(a) shall be paid no later than 6.5. Notwithstanding any provision of this Agreement to the second (2nd) Business Day following termination pursuant to Section 7.1(d) contrary, Parent and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If Merger Sub agree that (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each if Parent demands payment of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); Termination Fee and (B) Target actually pays Parent the failure Termination Fee, such payment shall be the sole and exclusive remedy of Parent and Merger Sub against Target, any of the condition set forth in clause “Subsidiaries or any of Target’s and the Subsidiaries’ respective former, current or future Representatives, stockholders or affiliates and (c)(vii)” ii) none of Annex A Target nor any Subsidiary nor any of Target’s and the Subsidiaries’ former, current or future Representatives, stockholders or affiliates shall thereafter have any liability or obligation relating to, arising out of or with respect to be satisfied is not directly attributable to a breach of: (1)this Agreement or any of the transactions contemplated hereby, including the Merger.

Termination Fee. (a) In Anything to the contrary notwithstanding, if this Agreement is terminated: (i) by Parent pursuant to Section 8.01(g); (ii) by the Company pursuant to Section 8.01(h); or (iii) (A) (1) by Parent or the Company pursuant to Section 8.01(e), (2) by Parent or the Company pursuant to Section 8.01(f) in circumstances where the Offer shall have expired (taking into account any extensions as provided herein) or been terminated without any shares of Company Common Stock being purchased therein as a result of the failure to satisfy the Minimum Condition or (3) by Parent pursuant to Section 8.01(b) and (B) (1) an Acquisition Proposal shall have been publicly made or publicly disclosed or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal prior to such termination and (2) within 12 months after the termination of this Agreement, an Acquisition Transaction is consummated or a definitive agreement is entered into by the Company providing for an Acquisition Transaction, then in each such case the Company shall pay Parent (or MergerSub, as directed by Parent) the Termination Fee. As used herein, the “Termination Fee” shall mean a cash amount equal to $20,940,000; except in the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g8.01(h) then (I) prior to the Company shall pay No-Shop Period Start Date or (II) after the No-Shop Period Start Date and prior to Parent the Company Cut-off Date, to enter into a definitive agreement with an Excluded Party or Extension Excluded Party, in either case (I) or (II), the “Termination Fee. The Company Termination Fee payable pursuant ” shall mean a cash amount equal to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)$11,280,000. (b) If the Termination Fee becomes payable, the Company shall make payment by wire transfer of immediately available funds to an account designated in writing by Parent. The Termination Fee shall be paid within one (1) Business Day after termination of this Agreement in the case of the occurrence of any event described in clause (i) after the date of this Agreement but prior to Section 8.03(a) above, concurrently with the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, the case of the occurrence of any event described in clause (ii) thereafterof Section 8.03(a) above, this Agreement and upon the date the Acquisition Transaction is terminated by Parent or consummated in the Company pursuant to Section 7.1(b) and case of the occurrence of any event described in clause (iii) within nine (9of Section 8.03(a) months after such terminationabove. For the avoidance of doubt, in no event shall the Company be obligated to pay the Termination Fee on more than one occasion. Except to the extent required by applicable Law, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds not withhold any withholding Taxes on the date such transaction is consummated; provided that solely for purposes of any payment under this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%8.03. (c) In The Company acknowledges that the event that this Agreement is terminated by (i) Parent pursuant to agreements contained in Section 7.1(b) and: (A) at the time of such termination, each 8.03 are an integral part of the Offer Conditions has been satisfied or waived Transactions, and that, without these agreements, Parent would not enter into this Agreement. If the Company shall fail to pay the Termination Fee when due, the Termination Fee shall be deemed to include the out-of-pocket costs and expenses incurred by Parent (other than (1including reasonable fees and expenses of counsel) in connection with the condition set forth in clause “(c)(viii)” collection under and enforcement of Annex A and this Section 8.03, together with interest on such unpaid Termination Fee, commencing on the date that the Termination Fee became due, at a rate equal to the rate of interest publicly announced by Bank of America from time to time as such bank’s prime rate plus two percent (2) the condition set forth in clause “(c)(vii%)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1).

Termination Fee. (a) In the event that this (i) the MSR Closing has been consummated and (ii) the Merger Agreement is has been validly terminated by Parent in accordance with its terms (other than pursuant to Section 7.1(d8.1(d) of the Merger Agreement), then Parent shall substantially concurrently with such termination of the Merger Agreement pay, or cause to be paid, by wire transfer of immediately available funds, at the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Daydirection of Purchaser, the next Business Day) with any termination pursuant Break Fee to Section 7.1(gSeller (it being understood that in no event shall Parent be required to pay the Break Fee on more than one occasion). (ba) If Each of the parties hereto acknowledges that (i) after the date agreements contained in this Article IX are an integral part of the transactions contemplated by this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawnAgreement, (ii) thereafterthe Break Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Seller, as the case may be, in the circumstances in which such fee is payable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement is terminated by Parent or and in reliance on this Agreement and on the Company pursuant expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to Section 7.1(b) calculate with precision and (iii) within nine (9) months after such terminationwithout these agreements, the Company consummates an Acquisition Proposal or enters parties hereto would not enter into an Acquisition Transaction this Agreement. Accordingly, if Parent fails to timely pay any amount due pursuant to this Article IX and, in order to obtain such payment, Seller commences a suit that is subsequently consummated then concurrently with consummating results in a judgment against Parent for the payment of any amount set forth in this Article IX, such transaction the Company paying party shall pay to Parent the Company Termination Fee by wire transfer other party its costs and expenses in connection with such suit, together with interest on such amount at the annual rate of same-day funds two percent (2%) plus the prime rate as published in The Wall Street Journal in effect on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed payment was required to be references to 50%made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

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

Termination Fee. (a) In the event that If this Agreement is terminated by Parent either party pursuant to Section 7.1(d5.2(b) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived hereof (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A if such termination is due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “Section 1.4(b)(1)(A) or (c)(vii)” of Annex A D) to be satisfied is met), if at the time of such termination the Special Meeting shall not directly attributable have been held or the Required Share Issuance Vote in favor of the Share Issuance shall not have been obtained, or by the Investor pursuant to Section 5.2(c) hereof, then in such event the Company shall pay to the Investor a cash fee of $2,750,000, such payment to be made within three (3) business days following such termination by wire transfer of immediately available funds to an account designated by the Investor. The Company acknowledges that the agreements contained in this Section 5.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Investor would not have entered into this Agreement. Accordingly, in the event that the Company shall fail to pay the termination fee when due, and in order to obtain such payment, the Investor commences a suit or other proceeding which results in a judgment or similar award against the Company for payment of the termination fee, then the Company shall reimburse the Investor for its costs and expenses (including attorneys’ fees and expenses of enforcement) in connection with such suit or proceeding, together with interest on the amounts owed at the prime lending rate prevailing at such time, as published in the Wall Street Journal, plus two percent per annum from the date such amounts were required to be paid until the date actually received by the Investor. In no event shall the Investor be entitled to recover more than one termination fee under this Section 5.4. If the Investor shall have received payment in full of the termination fee and any other amounts payable under this Section 5.4, such fee shall be the Investor’s sole and exclusive remedy against the Company other than for intentional breach of: (1of this Agreement. Except for any liability of the Company for intentional breach of this Agreement, upon payment in full of the termination fee and any other amounts payable as provided under this Section 5.4, none of the Company, or any of its Affiliates, stockholders, directors, officers, employees or other agents or representatives shall have any further liability or obligation to the Investor relating to or arising out of this Agreement or the transactions contemplated hereby, except under the Sections specifically referenced in Section 5.3(b).

Termination Fee. (a) In the event that this Agreement is terminated (x) by Parent pursuant to Broadbase under Section 7.1(d11.1(a)(ii) or (y) by the Company pursuant to either Broadbase or Servicesoft under Section 7.1(g) then the Company 11.1(a)(v), Servicesoft shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid promptly, but in no event later than two days after the second date of such termination, pay Broadbase a fee equal to $12.5 million in immediately available funds (2nd) Business Day following the "SERVICESOFT TERMINATION FEE"); provided, however, that in the case of termination pursuant to Section 7.1(d11.1(a)(ii), such payment shall be made only if (1) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after following the date of this Agreement but and prior to the termination of this Agreement in accordance with its termsAgreement, a person has publicly announced an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii2) within nine (9) months after such terminationfollowing the termination of this Agreement, the Company consummates either an Acquisition Proposal Transaction is consummated, or Servicesoft enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely agreement providing for purposes of this Section 7.3(b), all references to 20% in the definition of “an Acquisition Transaction” , in which case such termination fee shall be deemed to be references to 50%paid within two days of the consummation of such Acquisition Transaction. (cb) In the event that this Agreement is terminated by (iby Servicesoft under Section 11.1(a)(ii) Parent pursuant to or by either Broadbase or Servicesoft under Section 7.1(b) and: (A) at 11.1(a)(vi), Broadbase shall promptly, but in no event later than two days after the time date of such termination, each pay Servicesoft a fee equal to $12.5 million in immediately available funds (the "BROADBASE TERMINATION FEE"); provided, however, that in the case of the Offer Conditions has been satisfied or waived (other than termination pursuant to Section 11.1(a)(ii), such payment shall be made only if (1) following the condition set forth in clause “(c)(viii)” date of Annex A this Agreement and (2) the condition set forth in clause “(c)(vii)” of Annex A due prior to the termination of this Agreement, a person has publicly announced an Acquisition Proposal and (2) within nine months following the termination of this Agreement, either an Acquisition Transaction is consummated, or Broadbase enters into an agreement providing for an Acquisition Transaction. If any principal or interest under any of the Loans contemplated by Section 7.12 remain outstanding, then the Broadbase Termination Fee payable by Broadbase pursuant to this Section 11.4(b) shall be reduced by the amount of the outstanding Loans owed by Servicesoft. In addition, in the event that (1) this Agreement is terminated by Broadbase or Servicesoft under Section 11.1(a)(vi) and (2) either (x) the Form S-4 and the Prospectus/Proxy Statement did not include, pursuant to Section 7.1(b)); and (B) 7.5 of this Agreement, a statement to the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)effect that Broadbase's

Termination Fee. (a) In Parent shall reimburse the Company for its reasonable, documented, out-of-pocket costs incurred after August 1, 2013 in connection with the negotiation and anticipated consummation of this Agreement and the transactions contemplated hereby in an amount not to exceed Five Hundred Thousand Dollars ($500,000) (the “Expense Payment”) in the event that this Agreement is terminated by Parent pursuant to Section 7.1(d(i) or by the Company pursuant to Section 7.1(g11.1(a)(ii) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this or Section 7.3(a11.1(a)(iv) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b11.1(a)(iv) and: (A) in the event that, at the time of such termination, each of the Offer Conditions has all conditions to Closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing). Parent shall pay the Expense Payment by wire transfer of immediately available funds within three (13) the condition set forth in clause “(c)(viii)” business days of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant Agreement. (b) In the event that the Expense Payment becomes payable and if requested by the Company, Parent will provide interim financing to Section 7.1(bthe Company in an amount not to exceed Five Million Dollars ($5,000,000) (the “Interim Financing”)). The Interim Financing may be provided by Parent in the form of a loan or an investment in the equity of the Company upon customary terms to be mutually agreed between the Company and Parent; provided that any debt financing shall include the following terms: (i) interest rate equal to LIBOR, (ii) 12 month term, (iii) subordinate to existing senior debt of the Company, (iv) unsecured and with no negative pledges on intellectual property or other assets of the Company, (v) the absence of financial or other operating covenants, and (Bvi) the failure absence of warrant or other equity security coverage. (c) Notwithstanding anything in this Agreement to the contrary, payment of the condition Expense Payment and, if requested, Interim Financing to the Company by Parent in accordance with this Agreement will be the sole and exclusive remedy of the Company and its Stockholders under this Agreement and will be deemed liquidated damages for any actual or purported breach of this Agreement and the other agreements contemplated hereby, and, after such payment has been made, Parent will have no further liability for any such actual or purported breach and the Company shall not seek to recover any other money damages or seek any other remedy, and all such claims are hereby waived, except that nothing herein will relieve any Indemnified Party from Liability for any willful breach of any representation, warranty, covenant or agreement set forth in clause “this Agreement. The Parties agree that the Company’s actual damages would be extremely difficult or impracticable to determine in the event of termination pursuant to the provisions set forth in Section 11.2(a)(i) and (c)(viiii)” . The Company acknowledges and agrees that the agreements contained in this Section 11.2(c) are an integral part of Annex A the transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not enter into this Agreement and that the amounts payable hereunder do not constitute a penalty. (d) In no event shall Parent be required to pay the Expense Payment or Interim Financing on more than one occasion, whether or not the Expense Payment or Interim Financing may be satisfied is not directly attributable to a breach of: (1)payable under more than one provision of this Agreement, at the same or at different times.

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

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

Termination Fee. Notwithstanding any provision in this Agreement to the contrary: (a) In the event that If this Agreement is terminated by the Parent pursuant to Section 7.1(d8.1(f) (other than for a termination in respect of the breach of a representation or warranty occurring after (and not as of) the date of this Agreement based on facts, events or circumstances occurring after (and not as of or prior to) the date of this Agreement), then Company shall pay to the Parent an amount equal to the Parent’s Expenses in cash by wire transfer in immediately available funds, such payment to be made within five Business Days following the termination of this Agreement. (b) If this Agreement is terminated by the Company pursuant to Section 7.1(g8.1(e)(A) (other than for a termination in respect of the breach of a representation or warranty occurring after (and not as of) the date of this Agreement based on facts, events or circumstances occurring after (and not as of or prior to) the date of this Agreement), the Parent shall pay to the Company an amount equal to the Company’s Expenses in cash by wire transfer in immediately available funds, such payment to be made within five Business Days following the termination of this Agreement. (c) If this Agreement is terminated by the Company pursuant to Section 8.1(e)(B), the Parent shall pay to the Company an amount equal to $7,000,000 (the “Liquidated Damages Amount”) plus the aggregate amount of the Company’s Expenses not previously paid or reimbursed by the Parent in cash by wire transfer in immediately available funds, such payment to be made within five Business Days after the termination of this Agreement. It is understood and agreed that in no event shall the Parent be required to pay an aggregate amount in excess of the sum of the Liquidated Damages and the Company’s Expenses. (d) If (i) this Agreement is terminated by the Parent pursuant to Section 8.1(h) or (ii) by the Company pursuant to Section 8.1(g), then the Company shall pay to the Parent a fee of $7,000,000 (the “Termination Fee”) plus the aggregate amount of the Parent’s Expenses not previously paid or reimbursed by the Company Termination Fee. The Company Termination Fee payable pursuant in cash by wire transfer in immediately available funds, such payment to this Section 7.3(a) shall be paid no later than the second (2nd) made within five Business Day Days following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement Agreement. It is understood and agreed that in accordance with its terms, an Acquisition Proposal no event shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant be required to Section 7.1(b) and (iii) within nine (9) months after such termination, pay an aggregate amount in excess of the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction sum of the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on and the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%Parent’s Expenses. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

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

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant (A) a bona fide Acquisition Proposal shall have been communicated to Section 7.1(dor otherwise made known to the shareholders/stockholders, senior management or Board of Directors of Sky or Huntington, as applicable, or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal involving Sky or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business DayHuntington, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) as applicable, after the date of this Agreement but (the party to which this clause (A) applies is referred to in this Section 8.3(a) as the “applicable party”), (B) thereafter this Agreement is terminated (i) pursuant to Sections 8.1(g) or 8.1(c) following the failure to receive the requisite approval of the applicable party’s shareholders or stockholders, or (ii) pursuant to Section 8.1(d) as a result of a willful breach by the applicable party, and (C) prior to the date that is twelve (12) months after the date of such termination the applicable party consummates an Alternative Transaction or enters into any letter of this Agreement intent, agreement in accordance with its termsprinciple, acquisition agreement or other similar agreement related to an Acquisition Proposal Alternative Transaction, then the applicable party shall have been publicly announced and not withdrawnon the date an Alternative Transaction is consummated or any such letter executed or agreement entered into, pay the other party a fee equal to $125 million (iithe “Termination Fee”) thereafter, by wire transfer of same day funds. (b) In the event this Agreement is terminated by Parent or the Company Huntington pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination8.1(e), the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company Sky shall pay to Parent Huntington the Company Termination Fee by wire transfer of same-same day funds on the date such transaction of termination. In the event this Agreement is consummated; provided that solely for purposes of this terminated by Sky pursuant to Section 7.3(b8.1(f), all references to 20% in then Huntington shall pay Sky the definition Termination Fee by wire transfer of “Acquisition Transaction” shall be deemed to be references to 50%same day funds on the date of termination. (c) In Each of Huntington and Sky acknowledges that the event that agreements contained in this Agreement is terminated by (i) Parent Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other party would not enter into this Agreement; accordingly, if any party fails promptly to pay the amount due pursuant to this Section 7.1(b) 8.3, and: (A) at , in order to obtain such payment, the time of other party commences a suit which results in a judgment against such termination, each of first party for the Offer Conditions has been satisfied or waived (other than (1) the condition fee set forth in clause “this Section 8.3, the other party shall pay to such first party its costs and expenses (c)(viii)” of Annex A including attorneys’ fees and (2expenses) in connection with such suit, together with interest on the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure amount of the condition set forth fee at the rate on six-month U.S. Treasury obligations plus 300 basis points in clause “(c)(vii)” of Annex A effect on the date such payment was required to be satisfied is not directly attributable to a breach of: (1)made.

Termination Fee. (a) In the event that this that: (i) This Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g8.1(e); or (ii) (A) the Company has knowledge of a Company Takeover Proposal, (B) a Company Takeover Proposal shall have been made directly to holders of Company Common Stock or (C) any Person has announced an intention (whether or not conditional) to make a Company Takeover Proposal, and thereafter this Agreement is terminated pursuant to Section 8.1(d)(ii), or Section 8.1(f), and within twelve (12) months of such termination the Company either enters into an Acquisition Agreement or consummates a Company Takeover Proposal involving the Person who made the Company Takeover Proposal; then in the case of (i) or (ii) above, the Company shall promptly, but in no event later than the date of the earliest such event, pay to Parent a fee equal to (A) One Million Five Hundred Thousand Dollars ($1,500,000) plus (B) all reasonable, documented out-of-pocket Parent expenses relating hereto up to, but not to exceed, Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate ((A) and (B) collectively, the “Termination Fee”), payable by wire transfer of same day funds. (iii) The Company acknowledges that the agreements contained in this Section 8.3(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement. Accordingly, if the Company fails promptly to make a payment due pursuant to this Section 8.3(b), and, in order to obtain such payment, Parent or Merger Sub commences a suit that results in a judgment against the Company, the Company shall pay to Parent and Merger Sub their reasonable costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the Company Termination Fee. The Company Termination Fee payable pursuant to amount set forth in this Section 7.3(a8.3(b) shall be paid no later than at the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Dayprime rate of Wachovia Bank, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement N.A. in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds effect on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed payment was required to be references to 50%made. (civ) In the no event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other shall more than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to one Termination Fee be satisfied is not directly attributable to a breach of: (1)payable hereunder.

Termination Fee. (a) In the event that (i)(A) this Agreement is terminated by Parent either Party pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b11.1(b) and: (A) , at the time of such termination, each 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 Offer Conditions has 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 (1ii) Seller Parent terminates this Agreement under Section 11.1(f) or Buyers otherwise fail to close the condition Transactions in breach of this Agreement (and no Seller is in material breach of this Agreement), then in each case, Buyer Parent shall pay Seller Parent a non-refundable termination fee of two billion, five hundred million Yen (¥2,500,000,000) (the “Termination Fee”) by wire transfer of immediately available funds within twenty (20) Business Days of such date. Buyer Parent agrees that Buyers shall not seek to frustrate Seller Parent’s entitlement to the Termination Fee (in the circumstances in which it would otherwise be payable pursuant to this 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. Only a single Termination Fee may be paid pursuant to the terms of this Agreement. (b) Seller Parent and Buyer Parent agree that the agreements contained in this Section 11.3 are an integral part of the Transactions and the Termination Fee constitutes liquidated damages and not a penalty. Notwithstanding any other provision of this Agreement to the contrary, the sole remedy of Sellers for any loss or damage of any nature as a result of the circumstances set forth in clause “Section 11.3(a) shall be Sellers’ right to receive the Termination Fee, which will constitute the sole and exclusive remedy of any nature whatsoever (c)(viii)” of Annex A and (2whether for money, specific performance or otherwise) against Buyers. The obligation to pay the condition set forth in clause “(c)(vii)” of Annex A due to Termination Fee shall survive the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)Agreement.

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

Termination Fee. (a) In the event that this Agreement is terminated by Parent Seller or Buyer pursuant to Section 7.1(d9.1(b) (legal restraint) or by Section 9.1(c) (upon reaching Outside Date) owing to the Company pursuant Required Regulatory Approvals not having been obtained, and all other conditions to Section 7.1(gClosing 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 Buyer shall, promptly and in any event within two (2) Business Days of such termination, pay Seller a non-refundable termination fee, without offset or reduction of any kind, in an amount of One Hundred and Twenty-five Million Dollars (C$125,000,000) (the Company shall pay to Parent the Company “Buyer Termination Fee. The Company ”), it being understood that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. Any amount that becomes payable pursuant to this Section 7.3(a9.3(a) shall be paid no later than 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 second circumstances described in this Section 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 Buyer Termination Fee (2nd) Business Day following termination and any Interest Amount or Collection Costs recoverable by Seller pursuant to this Section 7.1(d) 9.3(a)), and concurrently (or if specific performance of the Company Acquisition Agreement is executed on a day not a Business Day, consummation of the next Business Day) with any termination Closing pursuant to Section 7.1(g)this Agreement. (b) If 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 (ix) after 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 this Agreement but prior to the termination of this Agreement at a rate per annum equal to the prime rate as published in accordance with its termsthe Wall Street Journal, an Acquisition Proposal shall have been publicly announced and not withdrawnEastern Edition, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds in effect on the date such transaction is consummated; provided that solely for purposes of termination of this Section 7.3(bAgreement (such amount, the “Interest Amount”), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) . In the event that this Agreement the Buyer Termination Fee is terminated by (i) Parent paid to Seller pursuant to Section 7.1(b9.3(a), Seller acknowledges and agrees that, other than with respect to amounts payable pursuant to this Section 9.3(b) and: (A) at including the time of such terminationCollection Costs and Interest Amount), each payment by Buyer of the Offer Conditions has been satisfied Buyer Termination Fee (and any Interest Amount or waived Collection Costs) shall be the sole and exclusive remedy, whether in any individual, corporate or any other capacity, with respect to any and all claims relating (other than (1directly or indirectly) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination subject matter of this Agreement pursuant or the transactions contemplated hereby, regardless of the legal theory under which such material Liability or obligation may be sought to Section 7.1(b)); be imposed, whether sounding in contract or tort, or whether at law or in equity, of Seller and any of its Affiliates, for any material Liabilities suffered as a result of any breach (Bwhether willful, intentional, unintentional or otherwise) of any representation, warranty, covenant or agreement in this Agreement, or related to the subject matter of this Agreement or the transactions contemplated hereby, against Buyer or any of its Affiliates or the failure (whether willful, intentional, unintentional or otherwise) of the transactions contemplated hereby to be consummated and none of Seller or its Affiliates shall bring or permit any of their respective Affiliates to bring any Proceeding in connection with any such failure of the condition set forth in clause “(c)(vii)” of Annex A transactions contemplated hereby to be satisfied is not directly attributable to a breach of: (1)consummated.

Termination Fee. (a) In the event that this Agreement is terminated (A) by Parent pursuant to Section 7.1(d7.01(c)(ii) or (B) by the Company pursuant to Section 7.1(g) 7.01(d)(ii), then the Company shall pay to Parent Parent, as liquidated damages and not as a penalty, the Company Termination Fee. The If the Company Termination Fee is payable pursuant to this Section 7.3(aclause (A) of the preceding sentence, the Company Termination Fee shall be paid no later than the second within four (2nd4) Business Day following Days after the date of such termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement Termination Fee is executed on a day not a Business Daypayable pursuant to clause (B) of the preceding sentence, the next Business Day) with any termination pursuant Company Termination Fee shall be paid on the date of such termination, in each case, by wire transfer of immediately available funds to Section 7.1(gan account designated by Parent in writing (it being understood that in no event shall the Company be required to pay the Company Termination Fee more than once). (b) If this Agreement is terminated by the Company or Parent pursuant to Section 7.01(b)(iii) and (iA) at any time after the date of this Agreement but and prior to the termination of this Agreement in accordance with its termssuch termination, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or publicly made known to the Company Board or the Company pursuant Stockholders and not withdrawn prior to Section 7.1(b) such termination and (iiiB) within nine twelve (912) months after of such termination, the Company either consummates an Acquisition Proposal or enters into a definitive agreement to consummate an Acquisition Transaction that is subsequently consummated Proposal and the Company thereafter consummates such Acquisition Proposal (whether or not within such twelve (12) month period), then concurrently with consummating such transaction the Company shall pay to Parent Parent, as liquidated damages and not as a penalty, the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummatedFee; provided that solely for purposes of this Section 7.3(b7.03(b), all the references to “twenty percent (20% %)” in the definition of “Acquisition Transaction” Proposal shall be deemed to be references to “fifty percent (50%).” If the Company Termination Fee is payable, the Company Termination Fee shall be paid upon the consummation of such Acquisition Proposal by wire transfer of immediately available funds to an account designated by Parent in writing (it being understood that in no event shall the Company be required to pay the Company Termination Fee more than once). (c) In the event that Parent or its designee shall receive full payment pursuant to either Section 7.03(a) or Section 7.03(b), the receipt of the applicable Company Termination Fee shall be the sole and exclusive remedy for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any Action against the Company or any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination. (d) The Parties acknowledge that the agreements contained in this Section 7.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither Company nor Parent would enter into this Agreement. Accordingly, if the Company fails promptly to pay any amount due pursuant to this Section 7.03, and, in order to obtain such payment, the Parent commences a suit which results in a judgment against the Company for any payments set forth in this Section 7.03, the Company shall pay to the Parent its costs and expenses (including attorneys’ fees) in connection with such suit, together with interest on the Company Termination Fee from the date payment was required to be made until the date of such payment at the prime rate published in the Wall Street Journal in effect on the date such payment was required to be made. If this Agreement is terminated by (i) Parent pursuant to a provision that calls for a payment to be made under this Section 7.1(b) and: (A) at the time of such termination7.03, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due it shall not be a defense to the termination of either Party’s obligation to pay hereunder that this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to could have been terminated under a breach of: (1)different provision or could have been terminated at an earlier or later time.

Termination Fee. (a) In The Company shall pay Parent, by wire transfer of immediately available funds to an account designated by Parent, a fee of $59,000,000 (the event that “Termination Fee”) if this Agreement is terminated by as follows: (i) if (x) Parent terminates this Agreement pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then 9.1(a)(iii)(B), the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to in full within two Business Days of such termination, and (y) the Company terminates this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination Agreement pursuant to Section 7.1(d) and concurrently (or if 9.1(a)(iv)(B), the Company Acquisition shall pay Parent the Termination Fee in full on the date of such termination; or (ii) if (x) this Agreement is executed on a day not a Business Day, the next Business Day) with any termination terminated pursuant to Section 7.1(g9.1(a)(ii)(A) or (C). , (by) If (i) at any time after the date of this Agreement but prior and at or before the date of such termination a proposal with respect to the termination of this Agreement in accordance with its terms, an Acquisition Proposal Transaction shall have been publicly announced and not withdrawnor disclosed, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iiiz) within nine twelve (912) months after the date of such terminationtermination the Company shall have entered into an agreement with respect to an Acquisition Transaction, then, in any such case, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds promptly on the date of execution of such transaction is consummated; provided that solely for purposes of agreement with respect to such Acquisition Transaction, pay Parent the Termination Fee. When used in this Section 7.3(b9.4(a)(ii) only, the term “Acquisition Transaction” shall have the meaning assigned to such term in Section 5.3(a), all references except the reference to 20“15% or more” in the definition of “Acquisition Transaction” shall be deemed to be references a reference to “more than 50%”. (cb) In the event that the Company fails to pay the Termination Fee when due, the Company will also pay the costs and expenses of Parent or Merger Sub in connection with a legal action to enforce this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) Agreement, together with interest on such Termination Fee, commencing on the date that such Termination Fee became due, at the time of prime lending rate prevailing at such terminationtime, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth as published in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)The Wall Street Journal.

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on of a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b9.01(a) (if and only if terminated at a time when the Equity Offering has not been completed) or Section 9.01(c) (if and only if terminated at a time when the Equity Offering has not been completed), Buyer shall pay to Parent and/or Sellers, by way of compensation, a fee of $1,000,000 (collectively, the “Termination Fee”), in each case, within one (1) Business Day after the date of the termination of this Agreement by Sellers pursuant to Section 9.01(a) or Section 9.01(c) and, in the event of a termination by Buyer pursuant to Section 9.01(a), concurrently with, and as a condition precedent to, the termination of this Agreement, by wire transfer of immediately available funds to an account designated in writing by Parent and/or Sellers; provided that Buyer shall not be required to pay the Termination Fee on more than one occasion. Buyer acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Sellers would not enter into this Agreement. Accordingly, if Buyer fails promptly to pay any amount due pursuant to this Section 9.03, Buyer shall also pay any reasonable and documented costs, fees and expenses incurred by Parent and/or Sellers (including reasonable attorneys’ fees) in connection with a legal action to enforce this Agreement that results in a judgment for such amount or any portion thereof against Buyer or its Affiliates. Any amount not paid when due pursuant to this Section 9.03 shall bear interest from the date such amount is due until the date paid at a rate equal to LIBOR plus 8%. Notwithstanding anything to the contrary in this Agreement, except in the event of (i) an intentional breach by Buyer of any representation, warranty, covenant, or agreement in this Agreement or (ii) Buyer’s Fraud, if this Agreement is terminated in circumstances requiring the payment of the Termination Fee to Parent and/or Sellers, the payment in full of the Termination Fee by Buyer to Parent and/or Sellers, together with any interest, costs, fees or expenses payable, in each case in accordance with this Section 9.03, shall be the sole and exclusive remedy of Parent and Sellers against Buyer and its Affiliates, and upon such payment, except in the event of such an intentional breach or Fraud, none of Buyer or any of its Affiliates shall have any further liability or obligation (whether at Law or equity, in contract, in tort or otherwise) to Parent and Sellers arising out of this Agreement, any Ancillary Agreement or any of the transactions contemplated hereby or thereby. The Parties acknowledge and agree that (i) the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement; (ii) the damages resulting from the termination of this Agreement under circumstances where the Termination Fee is payable are uncertain and incapable of accurate calculation; and (Biii) without these agreements, the failure Parties would not enter into this Agreement. Therefore, the Termination Fee, if, as and when required to be paid pursuant to this Section 9.03 will not constitute a penalty but rather liquidated damages in a reasonable amount that will compensate Parent and Sellers receiving such amount in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the condition set forth consummation of the transactions contemplated by this Agreement; provided that payment of the Termination Fee shall not constitute liquidated damages in clause “(c)(vii)” the case of Annex A to be satisfied is not directly attributable to a Fraud or an intentional breach of: (1)of this Agreement.

Termination Fee. (a) In The Company will pay, or cause to be paid, to Parent an amount equal to $8,250,000 (the event that "Termination Fee") if (i) the Company terminates this Agreement pursuant to Section 7.1(d)(ii), or (ii) Parent terminates this Agreement pursuant to Section 7.1(c)(i) and an Adverse Company Recommendation is made in connection with the receipt or announcement of an Acquisition Proposal. (b) If this Agreement is terminated by Parent (i) pursuant to Section 7.1(d7.1(b)(iii) and prior to the date of the Company Stockholders' Meeting an Acquisition Proposal shall have been made or publicly announced and such Acquisition Proposal shall not have been publicly withdrawn without qualification at least five (5) Business Days prior to the Company Stockholders' Meeting, (ii) by the Company pursuant to Section 7.1(g7.1(d)(i) then the Company shall pay to or (iii) by Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d7.1(c)(i) and concurrently (or if under circumstances in which the Termination Fee is not payable, the Company Acquisition Agreement is executed will pay, or cause to be paid, all of Parent's, Merger Sub's and their respective Affiliates' reasonable out-of-pocket fees and expenses (including reasonable legal fees and expenses) actually incurred by Parent, Merger Sub and their respective Affiliates on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but or prior to the termination of this Agreement in accordance connection with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, the transactions contemplated by this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummatedAgreement; provided that solely for purposes of in no event shall the amount payable pursuant to this Section 7.3(b) exceed $4,000,000 (the amount payable pursuant to this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%"Parent Expenses. (c) The Company acknowledges that the agreements contained in Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Purchasers would not enter into this Agreement; accordingly, if the Company fails to promptly pay the Termination Fee or Parent Expenses and, in order to obtain such payment, Parent or Merger Sub commences a suit that results in a judgment against the Company for the Termination Fee or Parent Expenses (or a portion of any such fees), the Company shall pay Parent its costs and expenses (including attorneys' fees) in connection with such suit, together with interest on the amount of the fee at the prime rate published in the Money Rates section of The Wall Street Journal in effect on the date such payment was required to be made. (d) All payments under this Section 7.3 shall be made by wire transfer of immediately available funds to an account designated in writing by Parent, and shall be made in the case of, (i) the Termination Fee, within two (2) Business Days after the termination of this Agreement, and (ii) Parent Expenses, within two (2) Business Days of receipt of an invoice from Parent. (e) In the event that this Agreement is terminated by Parent shall have the right to receive the Termination Fee or Parent Expenses, Parent's right to receive such payment (i) Parent pursuant to and the fees and expenses set forth in Section 7.1(b) and: (A) at 7.3(d)), if any, shall be the time of such termination, each of the Offer Conditions has been satisfied or waived sole and exclusive remedy (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due with respect to the termination any Liability resulting from any willful breach of this Agreement pursuant to Section 7.1(b)); or intentional misconduct by the Company) against the Company and (B) the failure any of the condition set forth Company's Subsidiaries or Affiliates for any and all losses suffered by Parent, Merger Sub, their respective Affiliates in clause “(c)(vii)” connection with, or as a result of Annex A the failure, of the transactions contemplated by this Agreement to be satisfied is not directly attributable to a breach of: (1)consummated.

Termination Fee. (a) In Sellers agree and acknowledge that Purchaser's preparation, negotiation and execution of the event Agreement have resulted from substantial investment of management time and have required significant commitment of financial and other resources by Purchaser, and that this Agreement is terminated by Parent pursuant the preparation, negotiation and execution have provided value to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination FeeSellers. The Company Consequently, if a Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second Event (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement as defined in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, subsection (ii) thereafterbelow) occurs, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company Sellers shall pay to Parent the Company Termination Fee $750,000 by wire transfer of same-day immediately available funds on to Purchaser as a Termination Fee and shall also pay the date such transaction is consummatedExpense Reimbursement, in accordance with clause (iii) below; provided that Sellers shall not be obligated to pay the Termination Fee if (x) prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated pursuant solely for purposes of this to (1) Section 7.3(b), all references to 20% in 8.1 or 8.3 or (2) by the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent Purchaser pursuant to Section 7.1(b8.2(a) and: or (Ab) if at the time of such termination, each termination there is no proposal for an Alternative Transaction pending or (y) an Alternative Transaction is not consummated. (ii) A "Termination Fee Event" is the occurrence of any of the Offer Conditions has been satisfied or waived following: (other than (1A) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the The termination of this Agreement pursuant to Section 7.1(b))8.2(c) or (d) hereof; and (B) The execution by any Seller, or any trustee in bankruptcy for any Seller, of an agreement providing for the failure sale or disposition of all or any material portion of the condition set forth Business or of an equity interest in clause “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 (c)(viian "Alternative Transaction")” ; or (C) The confirmation of Annex A 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 transaction. (iii) 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 Section 8.6 (a)). Sellers' obligation to pay the Termination Fee shall survive termination of this Agreement and shall (x) constitute an administrative expense (which shall be satisfied is not directly attributable a superpriority administrative expense claim senior to all other administrative expense claims other than administrative expense claims arising under the DIP Credit Agreement) of the Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code and (y) be secured by a breach of: perfected second priority lien (1)junior only to the liens under the DIP Credit Agreement) on the Assets and the proceeds thereof. ARTICLE IX

Termination Fee. (a) If this Agreement is terminated: (a) by Parent pursuant to Section 8.1(e); (b) pursuant to Section 8.1(d), and (i) prior to such termination a bona fide Acquisition Proposal (defined for the purposes of this clause (b) by replacing all the references to 20% in the definition of the term Acquisition Transaction with 50%) had been publicly announced or disclosed and not withdrawn, and (ii) within nine months following such termination, the Company enters into a binding definitive agreement providing for the implementation of an Acquisition Transaction with any Person that is subsequently consummated, or consummates an Acquisition Transaction with any Person; (c) pursuant to Section 8.1(b), and (i) prior to such termination a bona fide Acquisition Proposal (defined for the purposes of this clause (c) by replacing all the references to 20% in the definition of the term Acquisition Transaction with 50%) had been made known to the Company or otherwise had been publicly announced or disclosed and not withdrawn, (ii) all of the conditions set forth in Sections 6 and 7 had been satisfied or waived as of such termination date, other than, (A) the conditions set forth in Sections 6.3 and 7.3 due to a failure by the Company to submit the Required Company Stockholder Vote to the stockholders of the Company at the Company Stockholder Meeting by the Outside Date, and (B) those that by their nature are only satisfied as of the Closing; and (iii) within nine months following such termination, the Company enters into a binding definitive agreement providing for the implementation of an Acquisition Transaction with any Person or consummates an Acquisition Transaction with any Person, or (d) by Company pursuant to Section 8.1(h), then the Company shall pay Parent a fee equal to $19,100,000, net of any Parent Expenses previously paid. Such fee shall be paid in immediately available funds and shall be due and payable (I) in its entirety two business days after the date of termination in the event of a termination by Parent pursuant to Section 8.1(e), (II) in its entirety simultaneously with the entry by the Company into a binding definitive agreement with respect to, or the consummation of, the Acquisition Transaction referenced in clause (b) above, as applicable, in the event of a termination pursuant to Section 8.1(d), provided such Acquisition Transaction is with the Person who made the Acquisition Proposal publicly announced at the time of such termination, (III) in its entirety simultaneously with the entry by the Company into a binding definitive agreement with respect to, or the consummation of, the Acquisition Transaction referenced in clause (c) above, as applicable, in the event of a termination pursuant to Section 8.1(b), provided such Acquisition Transaction is with the Person who made the Acquisition Proposal publicly announced at the time of such termination, (IV) one-half upon the entry by the Company into a binding definitive agreement with respect to, and such portion of the fee not previously paid simultaneously with, and conditioned upon, the consummation of, any Acquisition Transaction with any Person referenced in clause (b) above in the event of a termination pursuant to Section 8.1(d) or in clause (c) above in the event of a termination pursuant to Section 8.1(b), or (V) simultaneously with the termination of this Agreement in the event of a termination by the Company pursuant to Section 8.1(h). (b) In the event that this Agreement is terminated by Parent pursuant under the provisions referred to in clause (c) of Section 7.1(d8.4(a) (or by the Company pursuant to Section 7.1(g) is terminated under another provision of this Agreement but could have been terminated under such clause), then the Company shall pay to Parent, as promptly as possible following receipt of an invoice from Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a(but in any event within two business days following such receipt), in accordance with Parent’s written instructions, Parent’s actual and reasonably documented out-of-pocket fees and expenses (including fees and expenses of counsel, accountants, financial advisors, or consultants and commitment fees) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) actually incurred by Parent and concurrently (its respective Affiliates on or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance connection with its termsthe Contemplated Transactions (“Parent Expenses”), an Acquisition Proposal which amount shall have been publicly announced and not withdrawnbe greater than $3,000,000; provided, (ii) thereafterhowever, this Agreement is terminated that the existence of circumstances which could require the Termination Fee to become subsequently payable by Parent or the Company pursuant to clause (c) of Section 7.1(b8.4(a) and (iii) within nine (9) months after such termination, shall not relieve the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction of its obligations to pay the Parent Expenses pursuant to this Section 8.4(b); and provided, further, that is subsequently consummated then concurrently with consummating such transaction the payment by the Company of Parent Expenses pursuant to this Section 8.4(b) shall pay to Parent not relieve the Company of any subsequent obligation to pay the Termination Fee by wire transfer pursuant to clause (c) of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b8.4(a), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In The Company acknowledges that the event agreements contained in this Section 8.4 are an integral part of the Contemplated Transactions, that without these agreements Parent would not have entered into this Agreement is terminated by (i) Agreement, and that any amounts payable pursuant to this Section 8.4 do not constitute a penalty. If the Company fails to pay Parent any amounts due to Parent pursuant to this Section 7.1(b) and: (A) 8.4 within the time periods specified in this Section 8.4, the Company shall pay interest on such unpaid amounts at the time prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of such terminationactual payment. For the avoidance of doubt, each in no event shall the liability of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement Company pursuant to this Section 7.1(b8.4 exceed $19,100,000 plus the amount of any interest accrued pursuant to this Section 8.4(c)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1).

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by Parent while pursuing the Merger, in the event that that: (i) this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(f); (ii) or by the Company pursuant (A) an Acquisition Proposal with respect to Section 7.1(g) then the Company shall pay have been communicated to Parent or otherwise made known to the stockholders, senior management or Board of Directors of the Company, or any Person or group of Persons shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawnAgreement, (iiB) thereafter, thereafter this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.1(e) (if the Requisite Company Stockholder Vote has not theretofore been obtained), (2) by Parent pursuant to Section 8.1(d) for breach by the Company under Section 6.1 or 6.3 or (3) by Parent or the Company pursuant to Section 8.1(c) and (iiiC) within nine prior to the date that is twelve (912) months after the date of such termination, termination the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such a transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% a type set forth in the definition of “Acquisition TransactionProposal” shall be deemed or enters into any definitive agreement relating to be references to 50%.a transaction of a type set forth in the definition of “Acquisition Proposal”; or (ciii) In the event that this Agreement is terminated byby the Company pursuant to Section 8.1(g); then, the Company shall pay to Parent, by wire transfer of immediately available funds, a termination fee equal to $10,000,000 (the “Termination Fee”) within two (2) Business Days following the date of such termination; provided, that any Termination Fee payable pursuant to Section 8.3(a)(ii) shall be paid on the earlier of the date such transaction is consummated or such definitive agreement is entered into. (b) Parent and the Company each agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for such amounts, the Company shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal (or any reasonably similar successor publication thereto), designated therein as the “prime rate” on the date such payment was due, plus (ii) 100 basis points, together with the costs and expenses of Parent pursuant to Section 7.1(b(including reasonable legal fees and expenses) and: (A) at the time of in connection with such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)suit.

Termination Fee. (a) In the event that this Agreement It is terminated by Parent pursuant to Section 7.1(d) or understood by the Company pursuant to Section 7.1(g) then parties hereto that the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee shall only become due and payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or Buyer if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior Seller elects not to consummate the termination of this Agreement transaction contemplated herein for any reason other than those set forth in accordance with its terms, an Acquisition Proposal shall have been publicly announced Sections 11.1.1 and not withdrawn11.1.3, (ii) thereaftera Superior Proposal is received by Seller prior to Seller’s election not to consummate such transaction, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine six (96) months after such terminationfrom the date of Termination of this Agreement by the Seller pursuant to Section 11.1.3(ii), the Company consummates an Acquisition Proposal Seller agrees to or enters into an Acquisition Transaction agreement to sell or transfer the Business, whether through a sale of all, or substantially all, of the 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 Person’s Affiliate (a “Third Party Sale”) and the Third Party Sale ultimately closes. The Seller acknowledges and agrees that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee represents the Parties’ best estimate of the out-of-pocket costs incurred by wire transfer the Buyer and the value of same-day funds management time, overhead, opportunity costs and other unallocated costs of the Buyer incurred by or on behalf of the date such transaction is consummated; provided Buyer in connection with this Agreement. The Seller further acknowledges that solely the provisions for purposes the payment of this Section 7.3(bTermination Fee are an integral part of the transaction contemplated by this Agreement and that, without these provisions, the Buyer would not have entered into this Agreement. Payment of the Termination Fee shall be made in immediately available funds payable at the closing of the Third Party Sale. Seller, and its principal commercial lenders, Spring Capital and BIA Digital (jointly), shall fully indemnify Buyer for any and all references costs, including the payment of any attorneys’ fees, incurred in connection with the collection and enforcement of any judgment relating to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each non-payment of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)Termination Fee.

Termination Fee. (a) In If (i) the event that Board of Directors of the Company shall terminate this Agreement is terminated by Parent pursuant to Section 7.1(d7.1(c)(i) hereof; or by (ii) the Company Board of Directors of Parent shall terminate this Agreement pursuant to Section 7.1(g7.1(b)(v) hereof, then in any such case as described in clause (i) or (ii), the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no (not later than the second date of termination of this Agreement in the case of clause (2ndi) Business Day following above and the date one business day after the date of 43 termination of this Agreement in the case of clause (ii) above) by wire transfer of immediately available funds an amount equal to $26 million inclusive of Parent's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by this Agreement. If the Board of Directors of the Company shall terminate this Agreement pursuant to Section 7.1(d7.1(b)(iv) and concurrently (or if hereof, the Company Acquisition Agreement is executed on a day shall pay to Parent (not a Business Day, later than the next Business Daydate of termination of this Agreement) by wire transfer of immediately available funds an amount equal to $5 million to cover Parent's expenses incurred in connection with any termination pursuant to Section 7.1(g)the transactions contemplated by this Agreement. (b) If (i) after the Board of Directors of Parent shall terminate this Agreement pursuant to Section 7.1(d)(i) hereof; or (ii) the Board of Directors of the Company shall terminate this Agreement pursuant to Section 7.1(b)(v) hereof, then in any such case as described in clause (i) or (ii), Parent shall pay to the Company (not later than the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced the case of clause (i) above and not withdrawn, the date one business day after the date of termination of this Agreement in the case of clause (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(babove) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of sameimmediately available funds an amount equal to $26 million inclusive of the Company's reasonable out-day funds on of-pocket expenses incurred in connection with the transactions contemplated by this Agreement. If the Board of Directors of Parent shall terminate this Agreement pursuant to Section 7.1(b)(iv) hereof, Parent shall pay to the Company (not later than the date such transaction is consummated; provided that solely for purposes of termination of this Section 7.3(b), all references Agreement) by wire transfer of immediately available funds an amount equal to 20% $5 million to cover the Company's expenses incurred in connection with the definition of “Acquisition Transaction” shall be deemed to be references to 50%transactions contemplated by this Agreement. (c) In Any amounts due under this Section 7.3 shall be in the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at nature of liquidated damages and not in the time nature of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)penalty.

Termination Fee. (ai) In The Company shall pay to Parent a termination fee (the “Termination Fee”) of $3,000,000 in immediately available funds in the event that Parent shall terminate this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(d)(ii) or by the Company 8.1(e) or either party shall terminate this Agreement pursuant to Section 7.1(g8.1(c) then and, in any such case, (i)(A) a Competing Transaction with respect to the Company is consummated within twelve (12) months of such termination of this Agreement or (B) the Company enters into a definitive agreement with respect to a Competing Transaction, within twelve months following such termination of this Agreement, (ii) such Competing Transaction was publicly announced or otherwise delivered to the Company prior to such termination of this Agreement, and (iii) the Aggregate Value of such Competing Transaction is greater than the aggregate value of the Merger, as determined by Parent and the Company for purposes of this Section 8.2(c). (ii) Any payment required to be made pursuant to Section 8.2(c)(i) shall be made not later than two Business Days after the earlier of (x) the entering into of a definitive agreement with respect to a Competing Transaction, or (y) the consummation of a Competing Transaction. Such payment shall be made by wire transfer of immediately available funds to an account designated by the party entitled to receive payment. The Company acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amount due pursuant to this Section 8.2 and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.2, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than amount of the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if fee at the Company Acquisition Agreement is executed on a day not a Business Dayprime rate of Citibank, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement N.A. in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds effect on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed payment was required to be references to 50%made. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (a) In The Company shall pay to Parent a termination fee in the amount equal to the lesser of (x) Buyer Transaction Expenses incurred up to the time of termination and (y) $2,500,000 (the “Termination Fee”), in the event that that: (i) (A) this Agreement is validly terminated by Parent or Buyer pursuant to Section 10.1(d), (B) following the execution and delivery of this Agreement and prior to receipt of the Company Member Approval, an Alternative Transaction (whether or not conditional and whether or not withdrawn) shall have been publicly announced or shall have become publicly disclosed and (C) within six (6) months following such termination of this Agreement, (1) the Company enters into a definitive agreement with any third party with respect to an Alternative Transaction or (2) an Alternative Transaction is consummated, in which case the Termination Fee shall be payable concurrently with the earlier of (a) the Company’s entry into the definitive agreement with respect to such Alternative Transaction and (b) the consummation of such Alternative Transaction; or (ii) this Agreement is terminated by the Company in accordance with Section 10.1(i), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. (b) The Company, Parent, the Buyer and Newco acknowledge and agree that the agreement contained in this Section 10.3 is an integral part of the transactions contemplated by this Agreement, and that, without this agreement, Parent would not enter into this Agreement; accordingly if the Company fails promptly to pay any amount due pursuant to this Section 7.1(d) or by 10.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company pursuant to Section 7.1(g) then for the Termination Fee, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the Company Termination Fee. The Company Termination Fee payable amount due pursuant to this Section 7.3(a) shall 10.3 from the date such payment was required to be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. All payments under this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal Section 10.3 shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee be made by wire transfer of same-day immediately available funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% an account designated in the definition of “Acquisition Transaction” shall be deemed to be references to 50%writing by Parent. (c) In P▇▇▇▇▇’s receipt of the event Termination Fee to the extent owed pursuant to Section 10.3(a) (and any payments owed pursuant to Section 10.3(b)) will be the only monetary damages that this Agreement is terminated by Parent, Buyer and Newco and each of their respective Affiliates may recover from (i) Parent pursuant to Section 7.1(bthe Company; and (ii) and: (A) at the time former, current and future holders of such terminationany equity, each controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of the Offer Conditions has been satisfied or waived Company and its affiliates (other than the Persons in clauses (1i) the condition set forth in clause “(c)(viii)” of Annex A and (2ii) collectively, the condition set forth “Company Related Parties”) in clause “(c)(vii)” respect of Annex A due to this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure, and upon payment of such amount, (A) none of the Company Related Parties will have any further liability or obligation to Parent, the Buyer and Newco or their Affiliates relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and Parent, the Buyer and Newco may be entitled to remedies with respect to, the Confidentiality Agreement pursuant to and Section 7.1(b)12.10, as applicable); and (B) none of Parent, the Buyer nor Newco or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and Buyer and Newco may be entitled to remedies with respect to Section 10.3(a) and Section 10.3(b), as applicable). Under no circumstances will the collective monetary damages payable by the Company for breaches under this Agreement exceed the Termination Fee in the aggregate for all such breaches (plus any payments owed pursuant to Section 10.3(b)) (the “Company Liability Limitation”). In no event will any of the Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Company Liability Limitation against any of the Company Related Parties, and in no event will Parent, the Buyer and Newco or their Affiliates be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation against the Company Related Parties for, or with respect to, this Agreement or the Merger, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)any such breach, termination or failure.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by BFC while structuring and pursuing the Merger, TB shall pay to BFC a termination fee equal to $1,300,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by BFC in the event of any of the following: (i) in the event BFC terminates this Agreement pursuant to Section 7.01(g), TB shall pay BFC the Termination Fee within one (1) Business Day after receipt of BFC’s notification of such termination; (ii) in the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but and prior to the termination of this Agreement in accordance with its termsAgreement, an Acquisition Proposal shall have been made known to senior management of TB or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to TB and (A) thereafter this Agreement is terminated (x) by either BFC or TB pursuant to Section 7.01(c) because the Requisite TB Shareholder Approval shall not have been obtained or (y) by BFC pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, TB enters into any agreement with another party for a transaction with respect to an Acquisition Proposal (iiwhether or not the same Acquisition Proposal as that referred to above), then TB shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay BFC the Termination Fee, provided, that for purposes of this Section 7.02(a), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%,” and (iii) thereafterin the event TB terminates this Agreement pursuant to Section 7.01(h), TB shall pay BFC the Termination Fee within one (1) Business Day after TB’s notification of such termination. (b) In the event this Agreement is terminated by Parent or the Company BFC pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination7.01(j), the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company BFC shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references TB a fee equal to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%$650,000. (c) In TB and BFC each agree that the event that agreements contained in this Agreement is terminated by Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, BFC would not enter into this Agreement; accordingly, if TB fails promptly to pay any amounts due under this Section 7.02, TB shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) Parent pursuant the rate of interest published from time to Section 7.1(btime in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) and: 200 basis points, together with the costs and expenses of BFC (Aincluding reasonable legal fees and expenses) at in connection with such suit. (d) Notwithstanding anything to the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition contrary set forth in clause “this Agreement, the Parties agree that if TB pays or causes to be paid to BFC the Termination Fee in accordance with Section 7.02(a), TB (c)(viii)” or any successor in interest of Annex A and TB) will not have any further obligations or liabilities to BFC with respect to this Agreement or the transactions contemplated by this Agreement. (2e) Notwithstanding anything to the condition contrary set forth in clause “this Agreement, the Parties agree that if BFC pays or causes to be paid to TB the fee in accordance with Section 7.02(b), BFC (c)(vii)” or any successor in interest of Annex A due BFC) will not have any further obligations or liabilities to the termination of TB with respect to this Agreement pursuant to Section 7.1(b)); and (B) or the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)transactions contemplated by this Agreement.

Termination Fee. Notwithstanding any provision in this Agreement to the contrary, if (ai) In prior to the event that termination of this Agreement, any Company Alternative Proposal is commenced, publicly proposed or publicly disclosed prior to, and, in each case, not withdrawn at the time of, the Company Meeting, (ii) this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g7.1(b) then the Company shall pay to (but only if at such time Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall would not be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of prohibited from terminating this Agreement but prior to the termination by application of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (iiSection 7.1(b)(ii)) thereafter, this Agreement is terminated or by Parent or the Company pursuant to Section 7.1(b7.1(d) and (iii) concurrently with or within (A) nine (9) months after such termination, any agreement relating to a Qualifying Transaction (as defined below) shall have been entered into with the person who made the Company consummates an Acquisition Alternative Proposal that was existing at the time of the Company Meeting, or enters any affiliate or associate thereof (each, a “Qualifying Person”), or (B) six (6) months after such termination, any agreement relating to a Qualifying Transaction shall have been entered into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction any person other than a Qualifying Person or Parent, any of its Subsidiaries or any of their affiliates or associates, then, in either case, the Company shall pay to Parent a fee of $120 million in cash and the Company Termination Fee by wire transfer of same-day funds on shall have no further liability with respect to this Agreement or the date such transaction is consummated; transactions contemplated hereby to Parent or its shareholders (provided that solely nothing herein shall release any party from liability for intentional breach or fraud), such payment to be made upon entering into an agreement relating to such Qualifying Transaction, it being understood that in no event shall the Company be required to pay the fee referred to in this Section 7.2 on more than one occasion. For purposes of this Section 7.3(b)Agreement, all references to 20% in the definition of “Acquisition Qualifying Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by mean any (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each acquisition of the Offer Conditions has been satisfied Company by merger or waived business combination transaction, or for a “merger of equals” with the Company; (ii) acquisition by any person (other than Parent, any of its Subsidiaries or their affiliates or associates) of forty percent (140%) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure or more of the condition set forth in clause “assets of the Company and its Subsidiaries, taken as a whole; or (c)(vii)” iii) acquisition by any person of Annex A to be satisfied is not directly attributable to a breach of: forty percent (1)40%) or more of the outstanding shares of Company Common Stock.

Termination Fee. 6.3.1 Subject to paragraph 6.3.2 below, if this Lease is terminated prior to the date falling sixty (a60) In months after the Delivery Date, the Lessee shall, in addition to the Termination Sum, pay to the Lessor on the Termination Payment Date, the Termination Fee which shall be of an amount equal to: where: A is the aggregate of each amount of the Percentage Return which would have been debited in the column headed "Margin" in the latest Applicable Cash Flow after the Termination Payment Date and until and including the date falling sixty (60) months after the Delivery Date (on the basis that the Lease would not have Terminated before such date) discounted to the Termination Payment Date at the rate of five point two two five per cent (5.225%) per annum; and B is (1-x) where x is the Corporation Tax Applicable Rate (expressed as a decimal) for the Accounting Period of the Lessor in which the Termination Payment Date falls. 6.3.2 The Termination Fee referred to in paragraph 6.3.1 shall not be payable: (i) in the event that this Agreement Lease is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to falling sixty (60) months after the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, Delivery Date; or (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement Lease is terminated by as a result of a Total Loss of the Ship; or (iiii) Parent in the event that this Lease is terminated as a result of a Relevant Bank Change of Law Event pursuant to Section 7.1(bclause 25.3; or (iv) and: in the event that this Lease is terminated as a result of a Relevant Bank Illegality Event pursuant to clause 25.4; or (Av) at in the time event that this Lease is terminated as a result of such termination, each a Termination Event pursuant to clauses 26.1.8 to 26.1.14 (inclusive) and clause 26.2; or (vi) in the event that this Lease is terminated as a result of the Offer Conditions has been satisfied application of clause 31; or waived (other than (1vii) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due where this Lease is terminated prior to the termination of this Agreement pursuant date falling sixty (60) months after the Delivery Date and the Lessee certifies in writing to Section 7.1(b)); and (B) the failure reasonable satisfaction of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied Lessor that it is not directly attributable to a breach of: (1)terminating this Lease because it has become Economically Burdensome.

Termination Fee. (a) In the event that If Parent terminates this Agreement is terminated by Parent pursuant to Section 7.1(d9.1(e) of this Agreement or by the Company Signature Bank terminates this Agreement pursuant to Section 7.1(g9.1(f) of this Agreement, then Signature Bank shall, on the Company shall date of termination, pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date sum of this Agreement but $1,600,000 prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination abandonment of this Agreement pursuant to Section 7.1(b9.1 (the “Termination Fee”). The Termination Fee shall be paid to Parent in same day funds. Signature Bank hereby waives any right to set-off or counterclaim against such amount. (b) In the event that (i) an Acquisition Proposal with respect to Signature Bank shall have been communicated to or otherwise made known to the shareholders, senior management or board of directors of Signature Bank, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to Signature Bank after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Signature Bank or Parent pursuant to Section 9.1(d) (if the Requisite Signature Bank Shareholder Vote has not theretofore been obtained); and , (B) by Parent pursuant to Section 9.1(b), or (C) by Signature Bank or Parent pursuant to Section 9.1(c)(iii), and (iii) prior to the failure date that is twelve (12) months after the date of such termination, Signature Bank consummates an Acquisition Transaction or enters into an Acquisition Agreement, then Signature Bank shall on the earlier of the condition set forth date an Acquisition Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Parent a fee equal to the Termination Fee in clause “same day funds. For the avoidance of doubt, Parent shall be entitled to no more than one Termination Fee. Signature Bank hereby waives any right to set-off or counterclaim against such amount. (c)(vii)” c) The Parties acknowledge that the agreements contained in this Article 9 are an integral part of Annex A the transactions contemplated by this Agreement, and that without these agreements, Parent would not enter into this Agreement; accordingly, if Signature Bank fails to be satisfied pay promptly any fee payable by it pursuant to this Section 9.3, then Signature Bank shall pay to Parent its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, together with interest on the amount of the fee at the prime annual rate of interest (as published in The Wall Street Journal) plus 2% as the same is not directly attributable in effect from time to a breach of: (1)time from the date such payment was due under this Agreement until the date of payment.

Termination Fee. If the Merger Agreement is terminated and the Offer and the Merger are abandoned by the Company or by Parent or Purchaser under the situations described in further detail below, the Company may be required to pay a Termination Fee to Parent. The Company must pay the Termination Fee to Parent if: • (aA) In the event Merger Agreement is validly terminated by (i) Parent or the Company because the Acceptance Time has not occurred on or before September 17, 2018 or (ii) Parent because the Company has breached or failed to perform in any material respect any of its representations, warranties, covenants or agreements under the Merger Agreement, such that this certain Offer conditions are not satisfied and such breach or condition is not curable or not cured within 20 business days of the date that Parent gives notice of such breach to the Company, (B) an acquisition proposal has been announced, made or delivered to the Company and (C) the Company consummates an acquisition proposal (with all references to 15% included in the definition of acquisition proposal increased to 50%) within twelve months after such termination or the Company enters into a definitive agreement within twelve months after such termination to effect an acquisition proposal; • The Merger Agreement is terminated by Parent pursuant to Section 7.1(d) or by because the Company pursuant to Section 7.1(g) then Board makes a Change of Recommendation or the Company shall pay to Parent the Company Termination Fee. has materially breached its obligations summarized in “No Solicitation of Other Offers”; or • The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Merger Agreement is terminated by the Company in connection with the Company Board causing the Company to enter into an Alternative Acquisition Agreement in order to accept a superior proposal, provided that, at such time, the Company has complied in all material respects with the obligations summarized in “No Solicitation of Other Offers” with respect to such superior proposal. (Any termination contemplated in the items above by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such terminationCompany, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company a “Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(bTrigger”), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (a) In If this Agreement is terminated: (i) by the event Company pursuant to Section 6.1(b), then FCE shall pay to the Company a cash termination fee of $900,000 at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of the Company, incurred in connection with the transactions contemplated herein; (ii) by either party pursuant to Section 6.1(e)(ii), then FCE shall pay to the Company a cash termination fee of $900,000 at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of the Company, incurred in connection with the transactions contemplated herein; or (iii) by the Company pursuant to Section 6.1(l), then FCE shall pay to the Company a cash termination fee of $900,000 at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of the Company, incurred in connection with the transactions contemplated herein; provided, however, that under no circumstances shall FCE be obligated to pay nor shall the Company be entitled to collect any termination fee pursuant to Section 6.5(a)(i) if the Company has received or will receive a termination fee pursuant to this Section 6.5(a)(iii). (b) If this Agreement is terminated: (i) by FCE pursuant to Section 6.1(c) then the Company shall pay to FCE a cash termination fee of $900,000 at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of FCE, incurred in connection with the transactions contemplated herein; (ii) by either party pursuant to Section 6.1(e)(i), then the Company shall pay to FCE a cash termination fee of $900,000at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of FCE, incurred in connection with the transactions contemplated herein; (iii) by FCE pursuant to Section 6.1(k), then the Company shall pay to FCE a cash termination fee of $900,000 at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of FCE, incurred in connection with the transactions contemplated herein; or (iv) by FCE pursuant to Section 6.1(m), then the Company shall pay to FCE a cash termination fee of $900,000 at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of FCE, incurred in connection with the transactions contemplated herein; provided, however, that under no circumstances shall the Company be obligated to pay nor shall FCE be entitled to collect any termination fee pursuant to Section 6.5(b)(i) if FCE has received or will receive a termination fee pursuant to this Section 6.5(b)(iv). (c) If a bona fide Acquisition Proposal is publicly announced or is proposed, offered or made to the shareholders of the Company or to the Company and (x) such Acquisition Proposal has not expired or been withdrawn at the time of the Company Shareholders Meeting, (y) the securityholders of the Company do not approve the Arrangement (and the other matters to be approved at such meeting as provided in Section 7.1(a) hereof), and (z) within 12 months following the termination of this Agreement, the Company enters into, directly or indirectly, an agreement, commitment or understanding with respect to such Acquisition Proposal, an amended version thereof, a competing Acquisition Proposal or an Acquisition Proposal solicited in response to the foregoing, or any such Acquisition Proposal is consummated, then the Company shall pay to FCE a cash termination fee of $2 million, payable immediately upon satisfaction of the requirements contained in paragraphs (x), (y) and (z) of this Section 6.5(c). If the Company pays a cash termination fee to FCE pursuant to this Section 6.5(c), then the Company may set-off such amounts previously paid to FCE pursuant to Section 6.5(b). (d) If this Agreement is terminated by Parent the Company pursuant to Section 7.1(d6.1(h), then FCE shall pay to the Company upon such termination a cash termination fee of$2 millionat the time of such termination. (e) If this Agreement is terminated by FCE pursuant to Section 6.1(g) or by the Company pursuant to Section 7.1(g) 6.1(i), then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following FCE upon such termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any cash termination pursuant to Section 7.1(g). (b) If (i) after the date fee of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) $2 million at the time of such termination, . (f) FCE and the Company each agree that the agreements contained in Sections 6.5(a) through 6.5(e) are an integral part of the Offer Conditions has been satisfied transactions contemplated by this Agreement. If either party fails to promptly pay the other party any fee due under such Sections 6.5(a) through 6.5(e), it shall pay the other party's costs and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit or waived (other than (1) legal action, taken to collect payment, together with interest on the condition set forth in clause “(c)(viii)” amount of Annex A and (2) any unpaid fee at the condition set forth in clause “(c)(vii)” publicly announced prime rate of Annex A due to Canadian Imperial Bank of Commerce from the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)date such fee was first due.

Termination Fee. (a1) In the event that this Agreement is terminated by Parent the Vendors in accordance with either Section 9.2 or Section 9.4 as a result of any of the Regulatory Approvals not being obtained by the Outside Date, then the Purchaser shall pay, or cause to be paid, a termination fee to the Corporation of an amount equal to $50,750,000 (the “Termination Fee”). (2) The Termination Fee shall be paid to the Corporation within five Business Days following the termination date by wire transfer of immediately available funds to an account or accounts specified by the Corporation in writing to the Purchaser. If the Purchaser is required or reasonably believes it is required by any Applicable Law to withhold any Taxes from the payment of the Termination Fee due pursuant to this Section 7.1(d) or 9.7, the amount of the Termination Fee shall be increased by the Company pursuant Purchaser when payable as necessary so that after making or allowing for the required withholding to be made, the Corporation receives an amount equal to the amount it would have received had no such withholding been required. (3) The Parties acknowledge (a) that the agreements contained in this Section 7.1(g9.7 are an integral part of the Transactions, (b) then that without these agreements the Company shall pay to Parent Vendors would not enter into this Agreement, and (c) that the Company Termination Fee. The Company Termination Fee amounts payable pursuant to this Section 7.3(a) shall be paid no later than 9.7 are payments in consideration for the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if disposition of the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of Vendors’ rights under this Agreement but prior and represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damages and out-of-pocket expenditures, which the Corporation will suffer or incur as a result of the event giving rise to the such damages and resultant termination of this Agreement in accordance with its termsAgreement, and are not penalties, and for greater certainty are not and are not intended to be an Acquisition Proposal shall inducement, refund, reimbursement or assistance to either Vendor for entering into this Agreement. The Purchaser irrevocably waives any right it may have been publicly announced and not withdrawnto raise as a defence that any such liquidated damages are excessive or punitive, (ii) thereafterincluding under article 1623 of the Civil Code of Québec. In addition, this Agreement is terminated by Parent or if the Company Purchaser fails to timely pay the Termination Fee when due pursuant to this Section 7.1(b) and (iii) within nine (9) months after such termination9.7, and, in order to obtain payment, the Company consummates an Acquisition Proposal Vendors commence a legal proceeding that results in a final, non-appealable order against the Purchaser, the Purchaser shall pay, or enters into an Acquisition Transaction that is subsequently consummated then concurrently cause to be paid, to the Vendors based on their respective Designated Percentage their reasonable costs and expenses (including the fees and disbursements of legal counsel) in connection with consummating such transaction legal proceeding, together with interest on the Company shall pay to Parent the Company Termination Fee by wire transfer at a rate per annum equal to the prime rate of same-day funds on the Bank of Canada plus 5% from the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b)fee, all references to 20% in the definition of “Acquisition Transaction” shall be deemed cost or expense was required to be references to 50%. paid through (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1but excluding) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied date such payment is not directly attributable to a breach of: (1)actually received.

Termination Fee. (a) In the event that Notwithstanding any provision in this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or contrary, if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but (A) prior to the termination of this Agreement Agreement, any Alternative Proposal (substituting 20% for the 15% thresholds set forth in accordance the definition of “Alternative Proposal;” provided, that any proposals for the acquisition of any of the Proposed Divestitures shall not be included in the calculation of such 20% threshold with respect to assets of the Company and its termsSubsidiaries) is publicly proposed or publicly disclosed prior to, an Acquisition Proposal shall have been publicly announced and not withdrawnwithdrawn at the time of, the Company Meeting, (iiB) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b7.1(d) and (iiiC) concurrently with or within nine (9) months after such termination, a transaction the proposal of which would constitute an Alternative Proposal (substituting 50% for the 15% thresholds set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) shall have occurred or any definitive agreement providing for a Qualifying Transaction shall have been entered into or (ii) this Agreement is terminated by the Company consummates an Acquisition Proposal pursuant to Section 7.1(g) or enters into an Acquisition Transaction that is subsequently consummated by Parent pursuant to Section 7.1(h), then concurrently with consummating in any such transaction event the Company shall pay to Parent a fee of $171,900,000 in cash, such payment to be made, in the case of termination by the Company Termination Fee pursuant to Section 7.1(g), concurrently with such termination, or in the case of termination by wire transfer Parent pursuant to Section 7.1(h), two (2) business days after the date of same-day funds such termination, or, otherwise, upon the earlier of (i) consummation of such Qualifying Transaction and (ii) entry into a definitive agreement providing for a Qualifying Transaction, it being understood that in no event shall the Company be required to pay the fee referred to in this Section 7.2(a) on more than one occasion. (b) The Company 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, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.2, and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company, the Company shall pay to Parent Parent’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.2 at the prime rate of Citibank, N.A. in effect on the date such transaction is consummated; provided that solely for purposes payment was required to be made. Payment of the fees described in this Section 7.2 shall not be in lieu of damages incurred in the event of an intentional breach of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%Agreement. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

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

Termination Fee. (1) The Purchaser shall pay any filing fees payable in connection with the Regulatory Approvals, including the cost and expenses of all legal action required to obtain the Regulatory Approvals. Each Party shall pay all other fees, costs and expenses incurred by such Party in connection with this Agreement and the Arrangement. (2) If a Termination Fee Event occurs, the Company shall pay as directed by the Parent in writing (by wire transfer of immediately available funds) the Termination Fee in accordance with Section 7.3(3). For the purposes of this Agreement, "Termination Fee" means $19,350,000, less the amount of any withholding required by applicable Laws relating to Taxes which is concurrently remitted by the Company to the relevant Governmental Entity in respect of such amount, and "Termination Fee Event" means the termination of this Agreement pursuant to: (a) In Section 8.1(1)(c)(i) or Section 8.1(1)(d)(i); or (b) Section 8.1(1)(b)(i) or 8.1(1)(b)(iii) either by the event Company or the Purchaser, but only if, in the case of this paragraph (b): (i) prior to the Company Meeting a bona fide Acquisition Proposal shall have been publicly announced, proposed or disclosed by any person other than the Purchaser or the Parent or any affiliate thereof; and (ii) an Acquisition Proposal is consummated within 12 months following the termination of this Agreement, or a definitive agreement with respect to an Acquisition Proposal is entered into within such 12 month period and such Acquisition Proposal is subsequently consummated, provided that for the purposes of this paragraph (b), all references to "20%" in the definition of Acquisition Proposal shall be changed to "50%". (3) If a Termination Fee Event occurs due to a termination of this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g8.1(1)(d)(i), the Termination Fee shall be paid simultaneously with the occurrence of such Termination Fee Event. If a Termination Fee Event occurs due to a termination of this Agreement by the Purchaser pursuant to Section 8.1(1)(c)(i), the Termination Fee shall be paid within two business days following such Termination Fee Event. If a Termination Fee Event occurs in the circumstances set out in Section 7.3(2)(b), the Termination Fee shall be paid upon the consummation of the applicable Acquisition Proposal referred to therein. (4) then In no event shall the Company shall be required to pay to Parent under Section 7.3(2) and/or Section 7.3(3), in the Company aggregate, an amount in excess of the Termination Fee. (5) Each of the Parties acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. The Company Each Party acknowledges that all of the payment amounts set out in this Section 7.3 are payments of liquidated damages which are a genuine pre-estimate of the damages which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each Party irrevocably waives any right that it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt as directed by the Parent of any Termination Fee payable pursuant to this Section 7.3(a) 7.3 neither the Purchaser nor the Parent shall have any further claim against the Company arising from or in connection with this Agreement or the Arrangement, and the Purchaser and the Parent agree that, if paid by the Company in accordance with the terms hereof, the Termination Fee shall be paid no later than the second (2nd) Business Day following termination pursuant to sole and exclusive remedy of the Parent and the Purchaser, provided that nothing in this Section 7.1(d) and concurrently (7.3 shall preclude the Purchaser or if the Company Acquisition Agreement is executed on a day not a Business DayParent from, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated seeking injunctive relief to restrain any breach or threatened breach by Parent or the Company pursuant of any of its obligations hereunder or otherwise to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%obtain specific performance. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (a) In the event that (i) this Agreement is terminated by Parent the Commerce Union Parties pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d9.1(b) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Dayii) with at any termination pursuant to Section 7.1(g). (b) If (i) time after the date of this Agreement but prior to and at or before the termination of this Agreement in accordance with its terms, an CFI Meeting (including at or before any adjournment or postponement thereof) a bona fide Acquisition Proposal shall have been publicly announced received by the Community First Parties, which has not been withdrawn prior to the date of the termination of this Agreement, and not withdrawn, (ii) thereafter, within 12 months of the date of such termination of this Agreement is terminated by Parent CFI enters into a definitive agreement with respect to, or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such terminationconsummates, the Company consummates an any Acquisition Proposal (whether or enters into an not the same Acquisition Transaction Proposal as that is subsequently consummated referred to above), then concurrently with consummating such transaction the Company CFI shall pay to Parent the Company Commerce Union Parties a termination fee of $2,100,000 (the “Termination Fee by wire transfer of same-day funds Fee”) on the earlier of the date of CFI’s execution of such transaction is consummateddefinitive agreement or consummation of such Acquisition Proposal; provided that solely that, for purposes of this Section 7.3(b9.3(a), all references to 20% in the definition of Acquisition Proposal to “Acquisition Transaction20%” shall instead be deemed to be references to “50%.” (b) In the event this Agreement is terminated by the Commerce Union Parties pursuant to Section 9.1(g) or Section 9.1(h), the Community First Parties shall pay to the Commerce Union Parties the Termination Fee not later than two Business Days after the date of termination of this Agreement. (c) In the event that this Agreement is terminated by (i) Parent by the Community First Parties pursuant to Section 7.1(b) and: (A) at 9.1(i), the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due Community First Parties shall pay to the Commerce Union Parties the Termination Fee not later than two Business Days after the date of termination of this Agreement. (d) In the event this Agreement is terminated by the Community First Parties pursuant to Section 7.1(b9.1(j)); , the Commerce Union Parties shall pay to the Community First Parties the Termination Fee not later than two Business Days after the date of termination of this Agreement. Any Termination Fee and (B) other amounts payable in accordance with this Section 9.3 shall be paid by wire transfer of immediately available funds to an account designated by the failure Commerce Union Parties or the Community First Parties, as applicable. The Parties acknowledge that the agreements contained in this Section 9.3 are an integral part of the condition set forth transactions contemplated by this Agreement and that absent such agreements the Parties would not have entered into this Agreement. In the event a Party fails to timely make payment of any amounts due and payable by such Party under this Section 9.3, the Party failing to make such payment shall pay or reimburse the Party or Parties entitled to receive such payment all costs and expenses (including reasonable attorneys’ fees and expenses and court costs) incurred by such Party or Parties in clause “(c)(vii)” connection with any action, including the filing of Annex A any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such amounts unpaid at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be satisfied paid until the date of actual payment. The Termination Fees and other amounts payable by the Parties pursuant to this Section 9.3 constitute liquidated damages and not a penalty and, except in the case of fraud or willful or intentional breach of this Agreement, shall be the sole monetary remedy of the Parties in the event this Agreement is not directly attributable to a breach of: (1terminated under the circumstances described in Sections 9.3(a)-(d).

Termination Fee. (a) In the event that (i) this Agreement is terminated by Parent the Citizens Parties pursuant to Section 7.1(d9.1(b) as a result of a breach or violation by Charter of, its obligations and covenants set forth in Section 7.7; and (ii) within 12 months of the Company pursuant to Section 7.1(g) date of termination of this Agreement, Charter enters into a definitive agreement with respect to, or consummates, any Acquisition Proposal; then the Company Charter shall pay to Parent Citizens a termination fee of $800,000 on the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (earlier date of Charter’s execution of such definitive agreement or if the Company consummation of such Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)Proposal. (b) If In the event (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company Citizens Parties pursuant to Section 7.1(b9.1(b) as a result of a result of the intentional, willful, or reckless breach by Charter of any representation, warranty, covenant, or agreement contained herein; and (iiiii) within nine (9) 12 months after such terminationof the date of termination of this Agreement, the Company consummates an Acquisition Proposal or Charter enters into an a definitive agreement with respect to, or consummates, any Acquisition Transaction that is subsequently consummated Proposal; then concurrently with consummating such transaction the Company Charter shall pay to Parent Citizens a termination fee of $800,000 on the Company Termination Fee earlier date of Charter’s execution of such definitive agreement or consummation of such Acquisition Proposal. Any termination fee and other amounts payable in accordance with this Section 9.3 shall be paid by wire transfer of same-day immediately available funds to an account designated by Citizens. Charter acknowledges that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement and that absent such agreements Citizens would not have entered into this Agreement. In the event Charter fails to timely make payment of any amounts due and payable by it under this Section 9.3, Charter shall pay or reimburse Citizens all costs and expenses (including reasonable attorneys’ fees and expenses and court costs) incurred by Citizens in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such amounts unpaid at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such transaction is consummated; provided that solely for purposes amounts were required to be paid until the date of actual payment. The termination fees and other amounts payable by Charter pursuant to this Section 9.3 constitute liquidated damages and not a penalty and, except in the case of fraud or willful or intentional breach of this Section 7.3(b)Agreement, all references to 20% shall be the sole monetary remedy of Citizens in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at under the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth circumstances described in clause “(c)(viiiSections 9.3(a)-(b)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1).

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g).that: (b) If (i) (A) an Acquisition Proposal shall have been made, proposed or communicated (and not withdrawn), after the date of this Agreement but hereof and prior to the Shareholders’ Meeting (or prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have if there has been publicly announced and not withdrawnno Shareholders’ Meeting), (iiB) thereafterfollowing the occurrence of an event described in the preceding clause (A), this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii); and (C) within 12 months of the termination of this Agreement, any Acquisition Proposal by a third party is entered into, agreed to or consummated by the Company (in each case whether or not the Acquisition Proposal was the same Acquisition Proposal referred to in clause (A)); or (ii) this Agreement is terminated (A) by Parent pursuant to Section 8.1(c) or (B) by the Company pursuant to Section 7.1(b8.1(d)(ii); then, the Company shall pay Parent or (if so directed) its designee a cash amount equal to US$1,000,000 (the “Termination Fee”) by wire transfer of same day funds; provided, however, that the Company shall not be required to pay to Parent or its designee the Termination Fee in the event that (x) this Agreement is terminated pursuant to Section 8.3(a)(ii)(A) and (iiiy) the circumstances that permit Parent to terminate this Agreement to Section 8.3(a)(ii)(A) were the proximate result of actions or inactions taken by the Company at the direction of Mr. Hong without the approval or direction of the Independent Committee. The Company shall pay the Termination Fee within nine (9) months after five Business Days following such termination, in the Company consummates case of a termination referred to in clause (ii), or within five Business Days after the earlier of the date on which an agreement is entered into with respect to an Acquisition Proposal or enters into an Acquisition Transaction Proposal is consummated in the case of clause (i); it being understood that is subsequently consummated then concurrently with consummating such transaction in no event shall the Company be required to pay the Termination Fee on more than one occasion. Except as otherwise set forth in Section 9.11, the parties hereby agree and acknowledge that Parent’s right to receive payment of the Termination Fee shall pay be the sole and exclusive remedy available to Parent with respect to this Agreement and the Company transactions contemplated hereby. In the event that Parent or its designee shall receive full payment of the Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of pursuant to this Section 7.3(b8.3(a), all references to 20% in the definition receipt of “Acquisition Transaction” the applicable Termination Fee shall be deemed to be references liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to 50%bring or maintain any claim, action or proceeding against the Company or any of its former, current or future Representatives, Affiliates or Company Related Parties arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.3(a) shall limit the rights of Parent and Merger Sub under Section 9.11. (b) In the event that the Company shall terminate this Agreement pursuant to Sections 8.1(d)(i) and 8.1(d)(iii), then Parent shall pay, or cause to be paid, to the Company a cash amount equal to US$2,000,000 (the “Parent Termination Fee”) by wire transfer of same day funds, within five Business Days following such termination. Except as otherwise set forth in Section 9.11, the parties hereby agree and acknowledge that the Company’s right to receive payment of the Parent Termination Fee shall be the sole and exclusive remedy available to the Company with respect to this Agreement and the transactions contemplated hereby. In the event that the Company shall receive full payment of the Parent Termination Fee pursuant to this Section 8.3(b), the receipt of the Parent Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Company or any other Person in connection with this Agreement, the Financing Documents, the transactions contemplated hereby and thereby (and the abandonment or termination thereof) or any matter forming the basis for such termination, and neither the Company nor any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective former, current or future Representatives, Affiliates or any Buyer Group Parties arising out of or in connection with this Agreement, the Financing Documents, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.3(b) shall limit the rights of the Company under Section 9.11. (c) In Each of the event parties hereto acknowledge that the agreements contained in this Agreement is terminated by (i) Parent Section 8.3 are an integral part of the Merger, and that without these agreements the other parties would not enter into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 7.1(b) 8.3, and: (A) at , in order to obtain the time of such terminationpayment, each of Parent or the Offer Conditions has been satisfied Company, as the case may be, commences an Action which results in a judgment against the other party, with respect to Parent or waived (other than (1) Merger Sub, or parties, with respect to the condition Company for the payment set forth in clause “this Section 8.3, such paying party shall pay the other party or parties, as applicable, its reasonable and documented costs and expenses (c)(viii)” of Annex A including reasonable and documented attorneys’ fees) in connection with such Action, together with interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment is actually received. (2d) the condition set forth in clause “(c)(vii)” of Annex A due The party desiring to the termination of terminate this Agreement pursuant to Section 7.1(b8.1 (other than Section 8.1(a)); ) shall give written notice of such termination to the other parties specifying the relevant provision(s) pursuant to which such termination is purportedly effected and (B) the failure including reasonable detail of the condition set forth in clause “(c)(vii)” of Annex A circumstances giving rise to be satisfied is not directly attributable to a breach of: (1)such termination.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by BFC while structuring and pursuing the Merger, DBI shall pay to BFC a termination fee equal to $4,800,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by BFC in the event of any of the following: (i) in the event BFC terminates this Agreement pursuant to Section 7.01(g), DBI shall pay BFC the Termination Fee within one (1) Business Day after receipt of BFC’s notification of such termination; (ii) in the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but and prior to the termination of this Agreement in accordance with its termsAgreement, an Acquisition Proposal shall have been made known to senior management of DBI or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn, ) an Acquisition Proposal with respect to DBI and (iiA) thereafter, thereafter this Agreement is terminated (x) by Parent either BFC or the Company DBI pursuant to Section 7.1(b7.01(c) because the Requisite DBI Shareholder Approval shall not have been obtained or (y) by BFC pursuant to Section 7.01(d) or Section 7.01(e) and (iiiB) within nine prior to the date that is twelve (912) months after the date of such termination, the Company DBI enters into any agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then DBI shall, on the earlier of the date it enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on agreement and the date of consummation of such transaction is consummated; provided transaction, pay BFC the Termination Fee, provided, that solely for purposes of this Section 7.3(b7.02(a)(ii), all references to 20% in the definition of Acquisition Proposal to “Acquisition Transaction20%” shall be deemed instead refer to be references to “50%,” and (iii) in the event DBI terminates this Agreement pursuant to Section 7.01(h), DBI shall pay BFC the Termination Fee within one (1) Business Day after DBI’s notification of such termination. (b) DBI and BFC each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, BFC would not enter into this Agreement; accordingly, if DBI fails promptly to pay any amounts due under this Section 7.02, DBI shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of BFC (including reasonable legal fees and expenses) in connection with such suit. (c) In Notwithstanding anything to the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition contrary set forth in clause “this Agreement, the Parties agree that if DBI pays or causes to be paid to BFC the Termination Fee in accordance with Section 7.02(a), DBI (c)(viii)” or any successor in interest of Annex A and (2DBI) the condition set forth in clause “(c)(vii)” of Annex A due will not have any further obligations or liabilities to the termination of BFC with respect to this Agreement pursuant to Section 7.1(b)); and (B) or the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)transactions contemplated by this Agreement.

Termination Fee. (a) In Notwithstanding any other provision of the event that Agreement or this Fee Letter Agreement is terminated by Parent pursuant to Section 7.1(dthe contrary, the Corporation agrees not to terminate or replace the Agreement or the Letter of Credit prior to the Letter of Credit Expiration Date, except upon (i) or the payment by the Company pursuant Corporation to Section 7.1(gthe Bank of a Termination Fee as described below, (ii) then the Company payment by the Corporation to the Bank of all Obligations payable under the Agreement and this Fee Letter Agreement and (iii) the Corporation providing the Bank with ten (10) days prior written notice of its intent to terminate or replace the Agreement and the Letter of Credit; provided, that any such termination of the Agreement or the Letter of Credit shall pay to Parent be in compliance with the Company Termination Feeterms and conditions of the Trust Agreement and the Agreement. The Company Termination Fee payable pursuant Corporation agrees that all payments to this Section 7.3(a) the Bank referred to in the preceding paragraph shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)made in immediately available funds. (b) If The Corporation hereby agrees to pay to the Bank a Termination Fee in connection with the termination or replacement of the Letter of Credit by the Corporation as set forth in Section 1.4(a) hereof in an amount equal to the product of (iA) after the Letter of Credit Fee Rate in effect pursuant to Section 1.1 hereof on the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure Stated Amount (without regard to any temporary reductions thereof) on the date of such termination and (C) a fraction, the numerator of which is equal to the number of days from and including the date of such termination to and including the first (1st) anniversary of the condition set forth in clause Date of Issuance and the denominator of which is 360 (the “(c)(viiTermination Fee”)” , payable on the date the Letter of Annex A to Credit is terminated or replaced; provided, however, that no Termination Fee shall be satisfied is not directly attributable due with respect to a breach of: termination or replacement of the Letter of Credit by the Corporation less than ten days prior to the Letter of Credit Expiration Date; provided, further, that no Termination Fee shall become payable if the Letter of Credit is terminated or replaced as a result of (1i) (A) a withdrawal, suspension or reduction of the Bank’s senior unsecured short-term ratings below “P-1”, “F1” or “A-1”, respectively, by any two of ▇▇▇▇▇’▇, ▇▇▇▇▇ or S&P or (B) a withdrawal, suspension or reduction of the Bank’s senior unsecured long-term ratings below “A2” by ▇▇▇▇▇’▇, “A” by Fitch or “A” by S&P (provided, that for the avoidance of doubt, the ratings referenced in this clause (i) shall mean those ratings assigned to Sumitomo Mitsui Banking Corporation, acting through its New York Branch and not ratings assigned to Sumitomo Mitsui Banking Corporation, acting through its New York Branch’s parent or holding company or any other affiliate of Sumitomo Mitsui Banking Corporation, acting through its New York Branch); (ii) the Bank having imposed increased costs upon the Corporation and the County pursuant to Section 2.8 of the Agreement or (iii) a refunding or refinancing of the Notes in full that does not require or involve credit enhancement, liquidity support or bank direct purchase from a bank, financial institution or other third party.

Termination Fee. (ai) In the event that If this Agreement is terminated by Parent pursuant to Section 7.1(d11.01(c)(i) (Adverse Recommendation Change), or by the Company pursuant to Section 7.1(g11.01(d)(i) (Superior Proposal), then the Company shall pay to Parent in immediately available funds the Termination Fee, in the case of a termination by Parent, within two (2) Business Days after such termination and, in the case of a termination by the Company, substantially concurrent with such termination, and as a condition thereto. (ii) If (A) this Agreement is terminated (x) by Parent or the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d11.01(b)(i) (End Date) and concurrently at such time the conditions set forth in clause (B) of Annex I shall have been satisfied or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day(y) with any termination by Parent pursuant to Section 7.1(g11.01(c)(ii) (Other Breach). , (b) If (iB) after the date of this Agreement but and prior to the termination of this Agreement in accordance with its termssuch termination, an Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors and shall have become publicly known, and, in either case, such Acquisition Proposal has not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant been unconditionally withdrawn prior to Section 7.1(b) such termination and (iiiC) within nine (9) 12 months after following the date of such termination, the Company consummates or any of its Subsidiaries shall have entered into a definitive agreement with respect to or recommended to its stockholders an Acquisition Proposal or enters into an which Acquisition Transaction Proposal shall have been consummated (provided that is subsequently consummated for purposes of this clause (C), each reference to “25%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then concurrently with consummating such transaction the Company shall pay to Parent in immediately available funds, prior to or concurrently with such consummation, the Termination Fee. (iii) Payment by the Company of the Termination Fee pursuant to this Section 12.04 shall be paid by wire transfer of same-same day funds in accordance with this Section 12.04 to an account designated by Parent, provided that such payments can be delayed until the Business Day after the day on which Parent provides the Company with wiring instructions and such delay will not give rise to a breach of the Company’s obligations under this Section 12.04. If the Company fails to pay when due any amount payable under this Section 12.04 or any portion of such amount, then the Company shall pay Parent interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such transaction overdue amount is consummated; provided actually paid to Parent in full) at the rate of interest per annum equal to the “Prime Rate” as set forth on the date such payment became past due in The Wall Street Journal “Money Rates” column, plus 300 basis points and, if in order to obtain such payment, Parent or Merger Sub commences a suit that solely results in a judgment against the Company for purposes of any amount payable under this Section 7.3(b)12.04 or any portion of such amount, all references the Company shall pay to 20% Parent and Merger Sub their reasonable costs and expenses (including reasonable attorneys’ fees) in the definition of “Acquisition Transaction” shall be deemed to be references to 50%connection with such suit. (civ) In Each of Parent and Merger Sub agrees that in the event that the Termination Fee is paid to Parent as required pursuant to Section 12.04, except (x) in the case of Fraud and (y) in the case of a termination of this Agreement is terminated by (i) by Parent pursuant to Section 7.1(b11.01(c)(ii) and: due to a Knowing and Intentional Breach by the Company following which a Termination Fee is payable by the Company pursuant to Section 12.04(b)(ii), (Ai) at the time payment of such terminationTermination Fee shall be the sole and exclusive remedy of Parent and Merger Sub and their respective stockholders and all of their Affiliates against the Company or any of its directors, each officers and other Affiliates for, and (ii) in no event will Parent or Merger Sub or any of the Offer Conditions has been satisfied their respective stockholders or waived (any of their Affiliates be entitled to recover any other than money damages or any other remedy based on a claim in law or equity with respect to, (1) any loss suffered as a result of the condition set forth in clause “(c)(viii)” failure of Annex A and the Merger to be consummated, (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant Agreement, (3) any liabilities or obligations arising under this Agreement, or (4) any claims or Actions arising out of or relating to Section 7.1(b)); and (B) the any breach, termination or failure of or under this Agreement, and upon payment to Parent of the condition set forth Termination Fee in clause “(c)(vii)” accordance with this Section 12.04, neither the Company nor any of Annex A its directors, officers or other Affiliates shall have any further liability or obligation to be satisfied is not directly attributable Parent or Merger Sub or any of their respective stockholders or any of their Affiliates relating to a breach of: (1)or arising out of this Agreement or the Transactions.

Termination Fee. (a) In the event that If this Agreement is terminated by Parent pursuant to Section 7.1(dterminated: (i) or by the Company pursuant to Section 7.1(g9.01(c)(i) then (Parent Adverse Recommendation Change), Section 9.01(c)(ii) (Parent Breach of Representation or Failure of Performance) or Section 9.01(c)(iii) (Delisting of Parent Common Stock); or (ii) by the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d9.01(d) and concurrently (Company Breach); then the non-terminating party shall pay, or if cause to be paid, to the Company Acquisition Agreement is executed on other, in cash at the time specified herein, a day not a Business Day, fee in the next Business Dayamount of five hundred thousand dollars ($500,000) with any termination pursuant to Section 7.1(g(the “Termination Fee”). (b) If this Agreement is terminated: (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.01(b)(ii) and (iiiParent Stockholder Approval Not Obtained); or (ii) within nine (9) months after such termination, by the Parent due to the failure of the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction to obtain the Company Shareholder Approval for; then the non-terminating party shall pay pay, or cause to Parent be paid, to the Company other, in cash at the time specified herein, an expense reimbursement fee in the amount of four hundred thousand dollars ($400,000) (the “Expense Reimbursement Fee”). The Termination Fee by wire transfer of same-day funds on or Expense Reimbursement Fee, as applicable, shall be paid within two (2) Business Days after the date such transaction is consummated; provided that solely for of termination of this Agreement. For purposes of this Section 7.3(b9.03(a), all “Parent Acquisition Proposal” shall have the meaning assigned thereto in Section 10.03 except that references to 20% in the definition of to “Acquisition Transaction20%” shall be deemed to be references to replaced by “50%”. (c) In Any payment of the event Termination Fee, Expense Reimbursement Fee or the Collection Expenses shall be made by wire transfer of immediately available funds to an account designated in writing by the Company or Parent, as applicable. (d) The Parties agree and understand that this Agreement is terminated by (i) in no event shall Parent or Company be required to pay, or cause to be paid, the Termination Fee or Expense Reimbursement Fee, as applicable, on more than one occasion and (ii) in no event shall the Company or Parent, as applicable, be entitled, pursuant to this Section 9.03, to receive an amount greater than the Termination Fee or Expense Reimbursement Fee, as applicable, plus any Collection Expenses. Notwithstanding anything to the contrary in this Agreement, except in the case of Fraud or Willful Breach, the terminating party’s receipt of the Termination Fee or Expense Reimbursement Fee, as applicable, in the event such Termination Fee or Expense Reimbursement Fee, as applicable, is due and payable pursuant to Section 7.1(b9.03(a) and: (A) at or Section 9.03(b), respectively, from, or on behalf of, the time of such terminationnon-terminating party pursuant thereto, each together with any Collection Expenses, shall be the sole and exclusive remedy of the Offer Conditions has been satisfied terminating party against the non-terminating party and their respective former, current or waived (other than (1) future partners, stockholders, shareholders, managers, members, Affiliates and Representatives and none of the condition set forth in clause “(c)(viii)” non-terminating party or any of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due their respective former, current or future partners, stockholders, shareholders, managers, members, Affiliates or Representatives shall have any further liability or obligation relating to the termination or arising out of this Agreement or the Transactions. (e) The Parties acknowledge that the agreements contained in this Section 9.03 are an integral part of the Transactions, that, without these agreements, neither Party would enter into this Agreement and that any amounts payable pursuant to this Section 9.03 do not constitute a penalty. Accordingly, if either Parent or the Company fails to promptly pay any amount due pursuant to Section 7.1(b9.03(a) or Section 9.03(b), as applicable, then such Party shall also pay any reasonable costs and expenses (including reasonable legal fees and expenses) incurred by the non-defaulting Party directly in connection with any Proceeding to enforce this Agreement that results in a judgment for such amount against Parent or the Company, as applicable (such costs and expenses of enforcement, “Collection Expenses”); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1).

Termination Fee. (a) In the event that of the termination of this Agreement is terminated by Parent Arpent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company 8.1(b)(ii), RNC shall pay to Parent Arpent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) within two Business Day Days following delivery of notice of termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)as liquidated damages. (b) If In the event of (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b8.1(a), or Section 8.1(b)(i); , and (ii) if within 180 days following the date of such termination, (A) an Alternative Proposal is consummated or effected, (B) RNC, directly or indirectly, in one or more transactions, enters into a Contract in respect of any Alternative Proposal, or (C) RNC or any other Person publicly announces or publicly discloses RNC's intention to enter into an Alternative Proposal (each such event in paragraphs (A), (B) and (C) a "Tail Fee Event"), then RNC shall pay Arpent the failure Termination Fee within five Business Days following the occurrence of the condition set forth applicable Tail Fee Event without any further act or formality. (c) Any Termination Fee payable by RNC pursuant to this Agreement shall be paid free and clear of and without deduction or withholding for, or on account of, any present or future Taxes. (d) RNC acknowledges that the agreements contained in clause “this Section 8.4 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Purchaser Parties would not enter into this Agreement, and that the Termination Fee represents liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which the Purchaser Parties will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and are not penalties. RNC irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. (c)(vii)” e) Notwithstanding the foregoing paragraphs of Annex A this Section 8.4, the Purchaser Parties shall also have the right to be satisfied is not directly attributable injunctive and other equitable relief in accordance with Section 10.5 to a breach of: (1)prevent breaches or threatened breaches of this Agreement and to enforce compliance with the terms of this Agreement.

Termination Fee. (ai) In the event that (A) Parent shall terminate this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g), or (B) then this Agreement shall be terminated (x) pursuant to Section 7.1(b) or (y) pursuant to Section 7.1(d)(i) and (1) at or prior to such termination, there shall exist or have been publicly proposed a bona fide Acquisition Proposal relating to a Company Acquisition with a person or group reasonably capable of consummating a Company Acquisition and (2) within 12 months after such termination, Company shall enter into a definitive agreement with respect to any Company Acquisition or any Company Acquisition shall be consummated, then, in the case of clause (A), promptly after such termination, or in the case of clause (B), concurrently with the execution of a definitive agreement with respect to, or the consummation of, as applicable, such Company Acquisition, Company shall pay to Parent $6.7 million in cash (the "TERMINATION FEE"). (ii) The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the Company Termination Fee. The Company Termination Fee payable pursuant to amounts set forth in this Section 7.3(a7.3(b) at the prime rate of Citibank N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be paid no later in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the second transactions contemplated by this Agreement): (2ndA) Business Day following termination pursuant to Section 7.1(d) and concurrently (a merger, consolidation, business combination, recapitalization, liquidation, dissolution or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or similar transaction involving the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, which the stockholders of the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating immediately preceding such transaction hold less than 60% of the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% aggregate equity interests in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time surviving or resulting entity of such terminationtransaction, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) a sale or other disposition by the failure Company of assets representing in excess of 40% of the condition set forth aggregate fair market value of the Company's business immediately prior to such sale or (C) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in clause “(c)(vii)” excess of Annex A to be satisfied is not directly attributable to a breach of: (1)40% of the voting power of the then outstanding shares of capital stock of the Company.

Termination Fee. (a) In the event that this Agreement is terminated pursuant to: (i) Section 8.1(c)(i) by VTBH as a result of a willful breach committed by Parent pursuant or Merger Sub prior to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) such termination, VTBH shall be paid no later than entitled to receive the second Reimbursement within one (2nd1) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior such termination and the Fee by the Fee Payment Date; (ii) Section 8.1(c)(ii) by VTBH, VTBH shall be entitled to receive the Reimbursement within one (1) Business Day after the date of such termination and the Fee by the Fee Payment Date; (iii) Section 8.1(c)(iii) by VTBH, VTBH shall be entitled to receive the Reimbursement within one (1) Business Day after the date of this Agreement such termination and the Fee by the Fee Payment Date; (iv) Section 8.1(c)(iv) by VTBH or Section 8.1(d)(ii) by Parent, VTBH shall be entitled to receive the Reimbursement and the Fee within one (1) Business Day after the date of such termination and the Fee one (1) Business Day after the consummation of the transaction contemplated by the Alternate Acquisition Agreement; (v) Section 8.1(b)(iii) by either VTBH or Parent in accordance with its terms, the event that an Acquisition Proposal shall have been publicly announced proposed or publicly disclosed and not withdrawnwithdrawn prior to the Parent Stockholders Meeting, VTBH shall be entitled to receive (iiA) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(bReimbursement within (1) Business Day after the date of such termination and (iiiB) if Parent enters into an Alternative Acquisition Agreement with any Person other than VTBH within nine twelve (912) months after the date of such termination under Section 8.1(b)(iii), the Fee within one (1) Business Day after the consummation of the transaction contemplated by such Alternate Acquisition Agreement; (vi) Section 8.1(b)(iii) by either VTBH or Parent and no Acquisition Proposal shall have been publicly proposed or publicly disclosed and not withdrawn prior to the Parent Stockholders Meeting, VTBH shall be entitled to receive the Reimbursement within (1) Business Day after the date of such termination; (vii) Section 8.1(d)(i) by Parent as a result of a willful breach committed by VTBH prior to such termination, Parent shall be entitled to receive from VTBH the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on within ten (10) Business Days after the date of such transaction is consummatedtermination; provided that solely for or (viii) Section 8.1(d)(iii) by Parent, Parent shall be entitled to receive from VTBH the Fee within ten (10) Business Days after the date of such termination. (b) For purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)8.3:

Termination Fee. (a) In the event that If Purchaser terminates this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(c)(ii) or by the Company terminates this Agreement pursuant to Section 7.1(g) 8.1(d)(ii), then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on its designee) a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)fee of $2,159,725. (b) If (i) after the date of Purchaser terminates this Agreement but prior pursuant to Section 8.1(c)(i) or Purchaser or the termination of Company terminates this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawnpursuant to Section 8.1(b)(iii), (ii) thereafterprior to the date of such termination (but after the date hereof) an Acquisition Proposal is publicly announced or is otherwise communicated to the Company’s Board of Directors, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine twelve (912) months after the date of such termination, the Company consummates an Acquisition Proposal or enters into an a definitive agreement with respect to or otherwise consummates any Acquisition Transaction that is subsequently consummated Proposal, then concurrently with consummating such transaction the Company shall pay to Parent (or its designee) a termination fee of $2,159,725 no later than two (2) Business Days after the Company Termination Fee by wire transfer execution of same-day funds on such definitive agreement or consummation of such Acquisition Proposal, as the date such transaction is consummatedcase may be; provided provided, that solely for purposes of this Section 7.3(b8.3(b), the term Acquisition Proposal shall have the meaning ascribed thereto in Section 6.2(c), except that all references to twenty percent (20% in the definition of “Acquisition Transaction” %) shall be deemed changed to be references to fifty percent (50%). (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of If Purchaser terminates this Agreement pursuant to Section 7.1(b8.1(c)(i) or Purchaser or the Company terminates this Agreement pursuant to Section 8.1(b)(iii)); and , then the Company shall reimburse Parent (Bor its designee) the failure for any Expenses incurred by or on behalf of the condition set forth Purchaser Entities or any of their Affiliates, in clause an aggregate amount not to exceed $500,000 (“Expense Reimbursement”), no later than two (c)(vii)” 2) Business Days after the date of Annex A such termination. (d) The parties agree and understand that in no event shall the Company be required to pay any termination fee pursuant to this Section 8.3 (any such amount, the “Termination Fee”) on more than one occasion. Notwithstanding anything to the contrary in this Agreement, (i) if Parent (or its designee) receives the Termination Fee and/or Expense Reimbursement from the Company pursuant to this Section 8.3, such payment(s) shall be satisfied the sole and exclusive remedy of Parent and Merger Sub against the Company and its Subsidiaries and their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates and Representatives, and none of the Company, any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates or Representatives shall have any further liability or obligation relating to or arising out of the Transaction Agreements or the Transactions and, (ii) if Parent (or its designee) receives any Expense Reimbursement, and thereafter Parent (or its designee) is entitled to receive the Termination Fee under this Section 8.3, the amount of such Termination Fee shall be reduced by the aggregate amount of such Expense Reimbursement. The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the Transactions, and that, without these agreements, the parties would not directly attributable enter into the Transaction Agreements, and that any amounts payable pursuant to this Section 8.3 do not constitute a breach of: (1)penalty.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by Parent while pursuing the Merger, in the event that that: (i) this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(f); (ii) or by the Company pursuant (A) an Acquisition Proposal with respect to Section 7.1(g) then the Company shall pay have been communicated to Parent or otherwise made known to the shareholders, senior management or Board of Directors of the Company, or any Person or group of Persons shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawnAgreement, (iiB) thereafter, thereafter this Agreement is terminated (1) by Parent or the Company pursuant to Section 7.1(b8.1(e) (if the Requisite Company Shareholder Vote has not theretofore been obtained), (2) by Parent pursuant to Section 8.1(d) or (3) by Parent or the Company pursuant to Section 8.1(c) and (iiiC) within nine (9) prior to the date that is 12 months after the date of such termination, termination the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such a transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% a type set forth in the definition of “Acquisition TransactionProposal” or enters into any definitive agreement relating to a transaction of a type set forth in the definition of “Acquisition Proposal”; or (iii) This Agreement is terminated by the Company pursuant to Section 8.1(g); then, the Company shall pay to Parent, by wire transfer of immediately available funds, a termination fee equal to $8,500,000 (the “Termination Fee”) within two Business Days following the date of such termination; provided, that any Termination Fee payable pursuant to Section 8.3(a)(ii) shall be deemed paid on the earlier of the date such transaction is consummated or such definitive agreement is entered into. (b) Parent and the Company each agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails promptly to be references pay any amounts due under this Section 8.3 and, in order to 50%obtain such payment, Parent commences a suit that results in a judgment against the Company for such amounts, the Company shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal (or any reasonably similar successor publication thereto), designated therein as the “prime rate” on the date such payment was due, plus (ii) 100 basis points, together with the costs and expenses of Parent (including reasonable legal fees and expenses) in connection with such suit. (c) In The payment of the event Termination Fee shall fully discharge the Company from and be the sole and exclusive remedy of Parent with respect to any and all losses that this Agreement is terminated by (i) may be suffered by Parent pursuant based upon, resulting from or arising out of the circumstances giving rise to Section 7.1(b) and: (A) at the time payment of such termination, each of Termination Fee. In no event shall the Offer Conditions has been satisfied or waived (other Company be required to pay the Termination Fee on more than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)one occasion.

Termination Fee. (a) In the event that of termination of this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then 7.1(h), the Company shall pay make payment to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following Purchaser of a termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)fee of $2,450,000. (b) If (i) after In the date event of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company Purchaser pursuant to Section 7.1(b) and (iii) within nine (9) months after 7.1(f), so long as at the time of such terminationtermination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay make payment to Parent the Company Termination Fee by wire transfer Purchaser of same-day funds on the date such transaction is consummated; provided that solely for purposes a termination fee of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%$2,450,000. (c) In the event that If (i) this Agreement is terminated by (iA) Parent by either party pursuant to Section 7.1(b7.1(b)(i) and: or (AB) by Purchaser pursuant to Section 7.1(e) if the breach giving rise to such termination was knowing or intentional, and (ii) at the time of such terminationtermination Purchaser is not in material breach of any representation, each warranty or material covenant contained herein, and (iii) prior to the Company Stockholder Meeting (in the case of termination pursuant to Section 7.1(b)(i)) or the Offer Conditions date of termination (in the case of termination pursuant to Section 7.1(e)), an Acquisition Proposal has been satisfied publicly announced, disclosed or waived communicated and (other than iv) within twelve (112) months of such termination the condition Company shall consummate or enter into any agreement with respect to the Acquisition Proposal set forth in clause “(c)(viiiiii) of this Section 7.2(c)” , then the Company shall make payment to Purchaser of Annex A and a termination fee of $2,450,000. Table of Contents (d) The fee payable pursuant to Section 7.2(a) or (b) shall be made by wire transfer of immediately available funds at the time of termination. Any fee payable pursuant to Section 7.2(c) shall be made by wire transfer of immediately available funds within two (2) Business Days after notice of demand for payment. The Company and Purchaser acknowledge that the condition set forth agreements contained in clause “this Section 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Purchaser would not enter into this Agreement. The amount payable by the Company pursuant to Sections 7.2(a), (c)(vii)” b) or (c) constitutes liquidated damages and not a penalty and shall be the sole remedy of Annex A due to Purchaser in the event of termination of this Agreement pursuant to Section 7.1(b)); and (B) or on the failure of the condition set forth bases specified in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)such sections.

Termination Fee. (a) In the event that this Agreement is terminated after the issuance of a Non-Renewal Notice or issuance of a Company Notice of Termination, or fails to renew due to failure of agreement of negotiation terms, the Consultant shall receive a termination fee (the "Termination Fee") equal to the sum of: (a) at the Consultant's election, continuance of any option for the lesser of one year or the period permitted by Parent pursuant applicable regulation, or buy-out of any outstanding stock options for a price equal to Section 7.1(d) or the thirty day average market price of the Company's shares on its principal trading exchange the day prior to either party's termination notice and multiplied by the Company pursuant to Section 7.1(g) then number of shares under option and less the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g).exercise price thereof; plus (b) If the multiple of: (i) after the date aggregate remaining Fee for the unexpired remainder of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, Term; plus (ii) thereafterthree months of Fee for each year, or portion thereof, served after the Effective Date; but that any Fee multiple shall not be less than 12 and not more than 24, except as set forth below. Notwithstanding the foregoing, this Agreement shall be considered terminated without fault of the Consultant, at its sole option at any time within six months of its reasonable knowledge of such event, and the Termination Fee shall be paid as liquidated damages for imputed constructive breach if: (a) without the consent of the Consultant, its representative person, is removed or not reappointed as an officer or director of the Company; or (b) without the consent of the Consultant or without agreement as to a termination fee multiple if the Consultant wishes to resign or is to be terminated, there is a change of control of the Board of Directors or of the Company; or (c) this Agreement is terminated or repudiated by Parent or the Company pursuant to Section 7.1(b) without due and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal proper cause or enters into an Acquisition Transaction that is subsequently consummated then concurrently otherwise not in compliance with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b))Agreement; and (B) the failure of Parties acknowledge that the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)foregoing actions, if effected without the Consultant's consent, would materially damage the Consultant's interests or reputation.

Termination Fee. (a) In The Sellers agree and acknowledge that the event that Purchaser's negotiation and execution of this Agreement have resulted from a substantial investment of management time and have required a significant commitment of financial and other resources by the Purchaser, and that the negotiation and execution have provided value to the Sellers. Therefore, if a Termination Fee Event occurs, the Sellers shall pay the Purchaser an amount equal to the lesser of: (i) $2,000,000, or (ii) the amount by which the net Consideration to the Sellers or the Sellers' creditors in an Alternative Transaction is greater than the net Consideration which would have been provided by the Purchaser under this Agreement (the "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 by Parent pursuant solely to Section 7.1(d) 8.1 or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)8.3. (b) If (i) after A "Termination Fee Event" is the date occurrence of this Agreement but prior to 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 the sale of all or any material portion of the Business or of an equity interest in Intellisys, involving any party other than the Purchaser within six months of the termination of this Agreement Agreement, and which provides net consideration to the Sellers or the Sellers' creditors in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, excess of the net consideration which would be provided by the Purchaser under this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such terminationan "Alternative Transaction"), the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this the Purchaser has timely given the notice set forth in Section 7.3(b7.1(d), all references to 20% in a closing occurs and the definition of “Acquisition Transaction” shall be deemed to be references to 50%Seller has received consideration. (c) In The Sellers shall pay the event that this Agreement is terminated by Termination Fee within five (i5) Parent pursuant to Section 7.1(b) and: (A) at Business Days following the time occurrence of such termination, each any of the Offer Conditions has been satisfied or waived (other than (1) the condition events set forth in clause “subsection (c)(viii)” of Annex A and (2b) above. The Sellers' obligation to pay the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure Termination Fee shall constitute an administrative expense of the condition set forth in clause “(c)(vii)” Sellers under Sections 503(b) and 507(a)(1) of Annex A to be satisfied is not directly attributable to a breach of: (1)the Bankruptcy Code.

Termination Fee. (a) In the event that Except as otherwise provided in this Agreement is terminated by Parent pursuant to Section 7.1(d) or 7.3, all fees and expenses incurred by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) parties hereto shall be paid no later than borne solely and entirely by the second (2nd) Business Day following termination pursuant to Section 7.1(d) party which has incurred such fees and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)expenses. (b) If at any time before the stockholders meeting described in Section 2.3(b) (i) after the date of Company terminates this Agreement but pursuant to Section 7.1(d), or (ii) the Parent terminates this Agreement pursuant to Section 7.1(b)(ii) or 7.1(e)(ii) and prior to the such termination of this Agreement in accordance with its terms, any third party shall have made or announced an intention to make an Acquisition Proposal and within twelve (12) months of such termination the Company enters into an agreement relating to an Acquisition Proposal, then, in any such case, the Company shall have been publicly announced and not withdrawnpay to Parent, within one business day following (a) the execution by the Company of an Acquisition Agreement in the case of (i) above or (b) the consummation of an Acquisition Proposal in the case of (ii) thereafterabove, a fee ("Termination Fee"), in cash, equal to $6,000,000; provided, however, that the Company in no event shall be obligated to pay more than once such Termination Fee with respect to all such agreements and occurrences and such termination. Any payment required to be made pursuant to this subsection (b) shall be made to Parent by wire transfer of immediately available funds to an account designated by Parent. (c) If this Agreement is terminated by Parent or Sub pursuant to Section 7.1(e)(i) and the condition does not result from a willful breach, promptly upon demand the Company shall reimburse Parent and Sub for their actual reasonable documented out-of-pocket fees and expenses in connection with this Agreement, the Merger and the transactions contemplated hereby (the "Expenses"); provided, however, that in no event shall such Expenses exceed a maximum amount of $1,000,000. Payment of Expenses shall be the sole and exclusive remedy of Parent and Sub for such a breach. (d) If this Agreement is terminated by the Company pursuant to Section 7.1(b7.1(f) and (iii) within nine (9) months after such terminationthe condition does not result from a willful breach, promptly upon demand Parent shall reimburse the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction for its actual reasonable documented Expenses; provided, however, that is subsequently consummated then concurrently with consummating in no event shall such transaction Expenses exceed a maximum amount of $1,000,000. Payment of Expenses shall be the sole and exclusive remedy of the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date for such transaction is consummated; provided that solely for a breach. (e) For purposes of this Section 7.3(b)7.3, all references to 20% "willful breach" shall mean that one or more representations and warranties of a party is false or misleading when made and one or more of the persons listed in Section 7.3(c) of the Company Disclosure Letter, in the definition case of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent a termination pursuant to Section 7.1(b7.3(c), or Section 7.3(d) and: of the Parent Disclosure Schedule, in the case of a termination pursuant to Section 7.3(d), had actual knowledge at or as of (Aas applicable) at the time of the making thereof of events, facts, circumstances or conditions not disclosed hereunder which caused such termination, each of the Offer Conditions has been satisfied or waived (other than (1representation(s) the condition set forth in clause “(c)(viii)” of Annex A and (2warrant(ies) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)false or misleading.

Termination Fee. (a) In addition to any payment required by the foregoing provisions of this Section 7.2, in the event that (A) this Agreement is terminated by Parent pursuant to Section 7.1(d7.1(e), Section 7.1(f) or by the Company pursuant to Section 7.1(g) 7.1(g)(B), then the Company shall pay to Parent Buyer immediately prior to such termination, in the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than case of a termination by the second Company, or within two (2nd2) Business Day following Days thereafter, in the case of a termination by Buyer, a termination fee of $4.5 million, and (B) this Agreement is terminated pursuant to Section 7.1(d) ), and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have has been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or expressly and publicly withdrawn prior to the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such terminationStockholders’ Meeting, then the Company consummates shall pay Buyer, no later than two (2) Business Days after the earlier to occur of (x) the date of entrance by the Company or any Company Subsidiary into an agreement concerning a transaction that constitutes an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on (y) the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied any Person or waived Persons (other than Buyer) purchases all or substantially all of the assets of the Company and the Company Subsidiaries, taken as a whole, or a majority or more of the Equity Interests of the Company, provided that the date of such purchase is within twelve (112) the condition set forth in clause “(c)(viii)” months of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the such termination of this Agreement pursuant (provided further that the entering of any definitive agreement referred to Section 7.1(bin clauses (x) and (y) of this sentence is entered into by the Company or any Company Subsidiary, or if there is no such agreement with respect to a purchase contemplated by clause (y), any tender, exchange or other offer or arrangement for the Company’s voting securities is first publicly announced, within six (6) months of such termination of this Agreement); , a termination fee of $4.5 million (such amounts described in clauses (A) and (B) above are defined as the “Termination Fee”). The payment of the Termination Fee shall be compensation and liquidated damages for the loss suffered by Buyer as a result of the failure of the condition set forth in clause “(c)(vii)” of Annex A Merger to be satisfied is not directly attributable consummated and to a breach of: (1avoid the difficulty of determining damages under the circumstances, and the Company shall have no other liability to Buyer in addition to payment of the Termination Fee except for payment of Buyer Expenses pursuant to Section 7.2(b), which shall be paid to Buyer in addition to the Termination Fee.

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g).that: (b) If (i) (A) a bona fide Acquisition Proposal shall have been made, proposed or communicated (and not withdrawn) by a Third Party after the date of this Agreement but hereof and prior to the Shareholders’ Meeting (or prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have if there has been publicly announced and not withdrawnno Shareholders’ Meeting), (iiB) thereafterfollowing the occurrence of an event described in the preceding clause (A), this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iv), and (C) within twelve (12) months of the termination of this Agreement, any Acquisition Proposal by such Third Party is entered into or consummated by the Company; or (ii) this Agreement is terminated by (A) Parent pursuant to Section 8.1(c) or (B) the Company pursuant to Section 7.1(b) and 8.1(d)(ii); (iii) then, in any such event under clause (i) or (ii) of this Section 8.3(a), the Company shall pay if and as directed by Parent or its designee a cash amount equal to US$275,000 (the “Company Termination Fee”) to Parent or its designee by wire transfer of same day funds. The Company shall pay the Company Termination Fee within nine five (95) months after Business Days following such termination, in the Company consummates case of a termination referred to in clause (ii), or within five (5) Business Days after the earlier of the date on which an agreement is entered into with respect to an Acquisition Proposal or enters into an Acquisition Transaction Proposal is consummated in the case of clause (i); it being understood that is subsequently consummated then concurrently with consummating such transaction in no event shall the Company shall be required to pay to Parent the Company Termination Fee by wire transfer on more than one occasion. In the event that Parent or its designee seeks or receives full payment of same-day funds on the date such transaction is consummated; provided that solely for purposes of Company Termination Fee pursuant to this Section 7.3(b8.3(a), all references to 20% in the definition receipt of “Acquisition Transaction” the Company Termination Fee shall be deemed to be references liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to 50%bring or maintain any claim, action or proceeding against the Company or any of its Representatives arising out of or in connection with this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.3(a) shall limit the rights of Parent and Merger Sub under Section 9.11. Subject to the foregoing exclusion in respect of Section 9.11, if the Company pays the Company Termination Fee pursuant to this Section 8.3(a), then any such payment shall be the sole and exclusive remedy available to Parent and Merger Sub with respect to this Agreement and the transactions contemplated by the Transaction Documents. (b) In the event that: (i) the Company shall terminate this Agreement pursuant to Section 8.1(d)(i) or Section 8.1(d)(iii); (ii) then, Parent shall pay or cause to be paid to the Company or its designee promptly (but in any event no later than five (5) Business Days) after the Company validly terminates this Agreement pursuant to Section 8.1(d)(i) or Section 8.1(d)(iii), a termination fee equal to US$550,000 (the “Tier I Parent Termination Fee”), which amount shall be payable in cash in immediately available funds, by wire transfer to an account or accounts designated in writing by the Company. (c) In the event that that: (i) this Agreement is terminated by (i) by the Company or Parent pursuant to Section 7.1(b8.1(b)(ii); (ii) and: (A) at the time of such terminationthen, each of the Offer Conditions has been satisfied Parent shall pay or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due cause to be paid to the termination of Company or its designee promptly (but in any event no later than five (5) Business Days) after the Company or Parent validly terminates this Agreement pursuant to Section 7.1(b8.1(b)(ii), a termination fee equal to US$275,000 (the “Tier II Parent Termination Fee” and collectively with the Tier I Parent Termination Fee, the “Parent Termination Fee”); and , which amount shall be payable in cash in immediately available funds, by wire transfer to an account or accounts designated in writing by the Company. (Bd) the failure Each of the condition parties hereto acknowledge that the agreements contained in this Section 8.3 are an integral part of the Merger, and that without these agreements the other parties would not enter into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 8.3, and, in order to obtain the payment, Parent or the Company, as the case may be, commences an Action which results in a judgment against the other party, with respect to Parent or Merger Sub, or parties, with respect to the Company for the payment set forth in clause “this Section 8.3, such paying party shall pay the other party or parties, as applicable, its reasonable and documented costs and expenses (c)(vii)” of Annex A including reasonable and documented attorneys’ fees) in connection with such Action, together with interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be satisfied made through the date such payment is not directly attributable to a breach of: (1)actually received.

Termination Fee. (a) In the event that (A) SBC terminates this Agreement is terminated by Parent pursuant to Section 7.1(d6.1(b), as a result of a willful breach of a covenant or agreement by the Company, or pursuant to Sections 6.1(e)(i) or by the Company pursuant to Section 7.1(g6.1(e)(ii), (B) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with at any termination pursuant to Section 7.1(g). (b) If (i) time after the date of this Agreement but and prior to the such termination of this Agreement in accordance with its terms, an Acquisition Proposal Company shall have received or there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and not withdrawn(C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by the Company with respect to an Acquisition Proposal, the Company shall pay Seacoast the Termination Fee within five Business Days after the date it becomes payable pursuant hereto, by wire transfer of immediately available funds. (iib) thereafter, In the event that SBC terminates this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination6.1(e)(iii), the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent Seacoast the Company Termination Fee within five Business Days after the date this Agreement is terminated, by wire transfer of same-day funds immediately available funds. In the event that Holding terminates this Agreement pursuant to Section 6.1(f), the Company shall pay to Seacoast the Termination Fee on the date such transaction this Agreement is consummated; provided that solely for purposes terminated, by wire transfer of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%immediately available funds. (c) The Company hereby acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Seacoast would not enter into this Agreement. In the event that the Company fails to pay if and when due any amount payable under this Agreement is terminated by Section 7.4, then (i) Parent pursuant the Company shall reimburse Seacoast for all costs and expenses (including disbursements and reasonable fees of counsel) incurred in connection with the collection of such overdue amount, and (ii) the Company shall pay to Section 7.1(b) and: Seacoast interest on such overdue amount (Afor the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to five percent (5%) over the time “prime rate” (as published in the “Money Rates” column in The Wall Street Journal or, if not published therein, in another national financial publication selected by Seacoast) in effect on the date such overdue amount was originally required to be paid. (d) Assuming the Company is not in breach of such terminationits obligations under this Agreement, each including Sections 4.5 and 4.12, then the payment of the Offer Conditions has been satisfied Termination Fee shall fully discharge the Company from and be the sole and exclusive remedy of the other Party with respect to, any and all losses that may be suffered by such other Party based upon, resulting from or waived (other than (1) rising out of the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due circumstances giving rise to the such termination of this Agreement pursuant under Section 7.4(a) or 7.4(b). In no event shall the Company be required to Section 7.1(b)); and (B) pay the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)Termination Fee on more than one occasion.

Termination Fee. (a) In The Seller agrees and acknowledges that the event that Purchaser's negotiation and execution of the Offer Letter and this Agreement is terminated have resulted from a substantial investment of management time and have required a significant commitment of financial and other resources by Parent the Purchaser, and that the negotiation and execution have provided value to the Seller. Therefore, if a Termination Fee Event occurs, the Seller shall pay the Purchaser an amount equal to (x) $1,000,000, LESS (y) the amount of the Expense Reimbursement paid pursuant to Section 7.1(d) or by 9.6 (the Company "TERMINATION FEE"); PROVIDED, that the Seller 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 pursuant solely to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee9.1, Section 9.2 or Section 9.3. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g).50 (b) If A "TERMINATION FEE EVENT" is the occurrence of any of the following: (i) after if the date of this Agreement but prior to the termination of Purchaser terminates this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, Section 9.4(a); or (ii) thereafterthe 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 the sale of all or any material portion of the Business or of an equity interest in the Seller, involving any party other than the Purchaser within six months of the termination of this Agreement, and which provides net consideration to the Seller or the Seller's creditors in excess of the net consideration provided by the Purchaser under this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b"ALTERNATIVE TRANSACTION"), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In The Seller shall pay the event that this Agreement is terminated by Expense Reimbursement and the Termination Fee within eleven (i11) Parent pursuant to Section 7.1(b) and: (A) at calendar days following the time occurrence of such termination, each any of the Offer Conditions has been satisfied or waived (other than (1) the condition events set forth in clause “subsection (c)(viii)” of Annex A a) and (2b) above. The Seller's obligation to pay the condition set forth in clause “(c)(vii)” of Annex A due to Expense Reimbursement and the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure Termination Fee shall constitute an administrative expense of the condition set forth in clause “(c)(vii)” Seller under Sections 503(b) and 507(a)(1) of Annex A to be satisfied is not directly attributable to a breach of: (1)the Bankruptcy Code.

Termination Fee. (a) In If the event that Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(dwith the Company for Total Disability or without Cause in accordance with Sections 6(a) or by (c) prior to the Company pursuant to Section 7.1(g) then expiration of the Initial Term or any Renewal Term, the Company shall pay Consultant a termination fee equal to Parent one month of the Company Termination Fee. The Company Termination Fee payable pursuant Fees as in effect on the date of termination plus one (1) additional month for each year of partial or completed service, subject to this Section 7.3(a) shall be paid no later than the second subsections (2nd) Business Day following termination pursuant to Section 7.1(dc) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Dayd), the next Business Day) with any termination pursuant to Section 7.1(g)below. (b) If during the Term of this Agreement there is a CC Termination, then the Consultant will be entitled to a termination fee (in addition to any other rights and other amounts payable to the Consultant under Company plans in which Consultant is a participant, but without duplication for any amounts due to Consultant pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) after the Consultant’s Fees in effect on date of such CC Termination (or, if greater, the highest annualized Fees in effect during the three year period ending on the date of this Agreement but prior to the termination of this Agreement in accordance with its termssuch CC Termination), an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafterthe Consultant’s Average Annual Success Fee, this Agreement is terminated by Parent or the Company pursuant subject to Section 7.1(bsubsections (c) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(bd), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In Any termination fee payable to Consultant pursuant to this Section 7 (a “Termination Fee”) will be made in a lump sum within sixty (60) days after the event that date this Agreement is terminated by (i) Parent giving rise to such Termination Fee pursuant to Section 7.1(b7(a) and: or (Ab); provided that Consultant executes and delivers the release contemplated by Section 7(d) at and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the time of such terminationTermination Fee will be paid in the second calendar year. However, each if Consultant is a “specified employee” as defined in regulations under Section 409A of the Offer Conditions Code and the Termination Fee constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Termination Fee will be paid on the first business day following the date that is six (6) months after the Termination Fee is otherwise payable pursuant to this Agreement. (d) Consultant acknowledges and agrees the Termination Fee to which the Consultant is entitled under this Section 7 is conditioned upon and subject to the Consultant’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Consultant’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Termination Fee will be paid in the second calendar year. Consultant’s right to the Termination Fee is further conditioned upon Consultant’s continued compliance with Sections 8-11 of this Agreement. If Consultant breaches any of its obligations in Sections 8-11 of this Agreement, it will immediately return to the Company any portion of the Termination Fee that has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement paid pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)7.

Termination Fee. (ai) In the event that If this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) 8.4(a), then the Company shall pay to Parent (by wire transfer of immediately available funds), within five Business Days after such termination, a fee in an amount equal to the Termination Fee. (ii) If this Agreement is terminated by the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if 8.3(a), then the Company Acquisition shall pay to Parent (by wire transfer of immediately available funds), substantially concurrently with such termination, a fee in an amount equal to the Termination Fee. (iii) If this Agreement is executed on a day not a Business Day, terminated by the next Business Day) with any termination Company or Parent pursuant to Section 7.1(g8.2(c) and the Company Board shall have made a Company Adverse Recommendation Change, then the Company shall pay to Parent (by wire transfer of immediately available funds), substantially concurrently with such termination, a fee in an amount equal to the Termination Fee. (biv) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.2(a) or Section 8.2(c), (ii) after the date of this Agreement and prior to the time of the Company Stockholders Meeting (or adjournment or postponement thereof) at which a vote was taken to adopt the Merger but the Company Stockholder Approval was not obtained, an Alternative Proposal shall have been publicly made, commenced or submitted or announced and not publicly and irrevocably withdrawn at least five Business Days prior to such Company Stockholders Meeting and (iii) the Company consummates a transaction with respect to any Alternative Proposal within nine (9) 12 months after such termination, the Company consummates an Acquisition or signs a definitive agreement with respect to any Alternative Proposal or enters into an Acquisition Transaction that within 12 months after such termination and such transaction is subsequently consummated consummated, then concurrently with consummating such transaction the Company shall pay to Parent Parent, within two Business Days following such consummation, the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummatedFee; provided that that, solely for purposes of this Section 7.3(b8.6(a)(iv), all references to 20% “fifteen percent (15%)” in the definition of “Acquisition Transaction” Alternative Proposal shall be deemed to be references to “fifty percent (50%). (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)”

Termination Fee. (ai) In the event that If Parent terminates this Agreement is terminated by Parent pursuant to Section 7.1(d8.1(c)(1), 8.1(c)(2) or by the Company pursuant to Section 7.1(g) 8.1(c)(3), then the Company shall pay to Parent promptly, but in no event later than two (2) business days after the Company date of such termination, a fee of $10,900,000 in cash (the “Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g”). (bii) If the Company terminates this Agreement pursuant to Section 8.1(d), prior to or concurrent with, and as a condition to, the effectiveness of such termination, the Company shall pay to Parent the Termination Fee. (iii) If (iA) after Parent or the date Company shall have terminated this Agreement pursuant to Section 8.1(b) or 8.1(e) or Parent shall have terminated this Agreement pursuant to Section 8.1(c)(4), (B) following the execution and delivery of this Agreement but and prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced or shall have become publicly known and not publicly withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iiiC) within nine twelve (912) months after following such termination, the Company consummates an Acquisition Proposal (whether or not such Acquisition Proposal relates to the Acquisition Proposal as originally announced or known) or enters into a definitive agreement with respect to an Acquisition Transaction that is subsequently consummated Proposal, then concurrently with consummating such transaction the Company shall pay to Parent, on the earlier of the date of entry into such definitive agreement or consummation of such Acquisition Proposal, as the case may be, the Termination Fee, less any amount previously paid pursuant to Section 8.2(b)(iv). (iv) If Parent shall have terminated this Agreement pursuant to Section 8.1(a) as a result of a breach of the Agreement by the Company, then, in addition to and without limiting any other right or remedy hereunder or under applicable Law, the Company Termination Fee shall reimburse Parent and Merger Sub in cash for the documented out-of-pocket costs, fees and expenses incurred by wire transfer Parent and/or Merger Sub in connection with this Agreement and the Merger up to an amount not to exceed $3,000,000 in the aggregate, which such reimbursement shall be payable to Parent (or as directed by Parent) within two (2) business days following the later of same-day funds on the date of such transaction is consummated; provided that solely for termination or the date of delivery of such documentation, which must be in reasonable form and substance. (v) For purposes of this Section 7.3(b8.2(b), all references the term “Acquisition Proposal” shall have the meaning assigned to 20% such term in Section 9.5, except that the reference to “at least 15%” in the definition of “Acquisition TransactionProposal” shall be deemed to be references a reference to “at least 50%”. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. (a) In the event that of termination of this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then ), the Company shall pay make payment to Parent of the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) In the event of termination of this Agreement by Parent pursuant to Section 7.1(f), so long as at the time of such termination Parent is not in material breach of any representation, warranty or material covenant contained herein, the Company shall make payment to Parent of the Termination Fee. (c) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company either party pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b7.1(e) and: if the breach giving rise to such termination was knowing or intentional and (Aii) at the time of such terminationtermination Parent is not in material breach of any representation, each of the Offer Conditions has been satisfied warranty or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A material covenant contained herein and (2iii) the condition set forth in clause “(c)(vii)” of Annex A due prior to the Stockholder Meeting (in the case of termination of this Agreement pursuant to Section 7.1(b)) or the date of termination (in the case of termination pursuant to Section 7.1(e); ), an Acquisition Proposal has been publicly announced, disclosed or communicated and (Biv) within twelve (12) months of such termination the failure Company shall consummate or enter into any agreement with respect to an Acquisition Proposal, the Company shall make payment to Parent of the condition set forth Termination Fee. (d) Any fee payable pursuant to this Section 7.2 shall be made by wire transfer of immediately available funds within two (2) Business Days after notice of demand for payment. The Company and Parent acknowledge that the agreements contained in clause “(c)(vii)” this Section 7.2 are an integral part of Annex A the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. The amount payable by the Company pursuant to this Section 7.2 constitutes liquidated damages and not a penalty and shall be satisfied is not directly attributable the sole remedy of Parent in the event of termination of this Agreement on the bases specified in this Section 7.2. Nothing in this Agreement shall in any way limit the right of the Company to seek a remedy at law or in equity in the event of a breach of: (1)of this Agreement by MHC or Parent.

Termination Fee. (a) The Merger Agreement provides that except as set forth below, all fees and expenses incurred in connection with the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated. In the event that this (i) (A) a Takeover Proposal shall have been made (whether to the Company, any subsidiary of the Company, or the shareholders of the Company or otherwise) or become publicly known or any person shall have publicly proposed or publicly announced an intention (whether or not conditional and whether or not withdrawn) to make a Takeover Proposal, (B) thereafter the Merger Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(bas described above in paragraph (b)(i) under "Termination of the Merger Agreement" and (iiiC) within nine (9) 12 months after such termination, the Company consummates an Acquisition Proposal or any of its subsidiaries enters into any Acquisition Agreement with respect to, or otherwise consummates the transaction contemplated by, any Takeover Proposal; or (ii) the Merger Agreement is terminated by Parent as described above in paragraph (c), (d)(i) or (g) under "Termination of the Merger Agreement" or by the Company as described in paragraph (f) under "Termination of the Merger Agreement"; then, in each case, the Company shall pay Parent a fee equal to $98,000,000 (the "TERMINATION FEE") by wire transfer of same day funds, to an Acquisition Transaction account designated by Parent. In the event that such payment is subsequently consummated then concurrently with consummating being made as a result of any event referred to in subsection (i)(C) or subsection (ii)(B) above, such transaction payment shall be made not later than the date of such event and in the event that such payment is being made as a result of any event referred to in subsection (ii) above, such payment shall be made not later than the date of such termination (and in the case of a termination by the Company as a condition to such termination); PROVIDED, HOWEVER, that for purposes of subsection (i) of this paragraph, the references to "10%" in the definition of "Takeover Proposal" shall in each case be deemed to be references to "50%". The parties have agreed that if the Company fails promptly to pay any amount due as described in this paragraph and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for such amount, the Company shall pay to Parent interest on such amount at the Company Termination Fee by wire transfer prime rate of same-day funds Citibank, N.A. in effect on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed payment was required to be references to 50%made. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure of the condition set forth in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)

Termination Fee. Any provision in this Agreement to the contrary notwithstanding, (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its termsAgreement, an (i) (A) any Acquisition Proposal shall have been (substituting 50% for the 25% threshold set forth in the definition of “Acquisition Proposal”) (a “Qualifying Transaction”) is publicly announced proposed or publicly disclosed and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company shall have validly terminated this Agreement pursuant to Section 7.1(b) ), and (iiiB) concurrently with or within nine six (96) months after such termination, the Company consummates an Acquisition Proposal shall have entered into a definitive agreement providing for, or enters into an Acquisition Transaction that is subsequently consummated consummated, a Qualifying Transaction; (ii) Parent shall have validly terminated this Agreement pursuant to Section 7.1(e); or (iii) the Company shall have validly terminated this Agreement pursuant to Section 7.1(f), then concurrently with consummating in any such transaction event the Company shall pay to Parent a fee in cash equal to the sum of (x) $23,435,669 plus (y) all reasonable and documented fees and expenses of Parent and Merger Sub and their Representatives incurred with respect to this Agreement or any transactions contemplated hereby plus (z) all reasonable and documented fees and expenses incurred in any Action required to enforce this Section 7.3; provided, that in no event shall the Company be required to pay more than $5,000,000 for the fees and expenses set forth in the preceding clause (y) (clauses (x), (y) and (z), collectively, the “Company Termination Fee”). The Company Termination Fee shall not constitute a penalty but is liquidated damages and, following receipt by Parent of the Company Termination Fee, the Company shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Parent or its stockholders and none of Parent, Merger Sub, any of their respective Affiliates or any other person shall be entitled to bring or maintain any Action against the Company arising out of this Agreement, or any of the transactions contemplated hereby (including the failure thereof to be consummated) or any matters forming the basis for such termination, whether in law, in contract, in tort, or otherwise. Such payment shall be made, in the case of a termination referenced in clause (i) above, upon consummation of the Qualifying Transaction, in the case of clause (ii) above, within three (3) Business Days of such termination or, in the case of clause (iii) prior to the termination by the Company pursuant to Section 7.1(f). For the avoidance of doubt, in no circumstances or event shall the Company be required to (x) pay the Company Termination Fee on more than one occasion or (y) pay the Company Termination Fee under more than one of clauses (i), (ii) or (iii) above. (b) In the event that (i) the Company shall have validly terminated this Agreement pursuant to Section 7.1(d) or Section 7.1(g) and either (A) the conditions to the funding of the Debt Commitment Letter have been satisfied and the Lenders thereto are prepared to fund the Debt Financing on the terms and conditions thereof or (B) Parent or Merger Sub have committed a Willful Breach that resulted in the facts giving rise to the termination of this Agreement, Parent shall pay or cause to be paid to the Company a reverse termination fee of (1) $41,512,421 in cash plus (2) all reasonable and documented fees and expenses incurred in any Action required to enforce this Section 7.3; or (ii) the Company shall have validly terminated this Agreement pursuant to either (x) Section 7.1(d) and (A) the Insurance Regulatory Approvals and Notices specified on Section 6.1(c) of the Company Disclosure Schedules (the “Insurance Regulatory Approvals and Notices”) have not been obtained or made to the extent or as a result of Parent’s breach of Section 5.6, as the case may be and (B) all other conditions set forth in Section 6.1 and Section 6.3 have been and remain fully satisfied or waived in writing (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing, but subject to such conditions being capable of being satisfied at the Closing as of such date), or (y) Section 7.1(g) under circumstances where clause (i) of this sentence does not apply, Parent shall pay or cause to be paid to the Company a termination fee in cash equal to the sum of (1) $29,794,586 in cash plus (2) all reasonable and documented fees and expenses incurred in any Action required to enforce this Section 7.3 (either such fee in clauses (i) and (ii), the “Parent Termination Fee”), by wire transfer of same-day funds to one or more accounts designated by the Company, such payment to be made no later than three (3) Business Days after such termination. For the avoidance of doubt, in no circumstances or event shall Parent be required to (x) pay the Parent Termination Fee on more than one occasion or (y) pay the date such transaction Parent Termination Fee under both clause (i) and clause (ii) above. The Parent Termination Fee shall not constitute a penalty but is consummated; provided that solely for purposes liquidated damages and following receipt by the Company of the applicable Parent Termination Fee in accordance with this Section 7.3, Parent shall have no further liability with respect to this Agreement or the transactions contemplated hereby to the Company and none of Company nor any of its Affiliates or any other person shall be entitled to bring or maintain any Action against the Parent, Merger Sub, any Investor, any Sponsor or any of their Affiliates arising out of this Section 7.3(b)Agreement, all references to 20% in or any of the definition of “Acquisition Transaction” shall be deemed transactions contemplated hereby (including the failure thereof to be references to 50%consummated) or any matters forming the basis for such termination, whether in law, in contract, in tort, or otherwise. (c) If either party fails to timely pay an amount due pursuant to this Section 7.3, the defaulting party shall pay the non-defaulting party interest on such amount at the U.S. 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. (d) In the event that Parent and/or Merger Sub fail to effect the Closing or otherwise breach this Agreement is terminated by or fail to perform hereunder, then, except for an order of specific performance as and only to the extent expressly permitted by Section 8.5, the Company’s sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against Parent or its Affiliates in respect of this Agreement, any contract or agreement executed in connection herewith (including the Debt Commitment Letter, the Equity Commitment Letter and the Limited Guarantees) and the transactions contemplated hereby and thereby shall be to terminate this Agreement in accordance with this Article VII and collect, if due, (i) the applicable Parent Termination Fee and (ii) any interest payable pursuant to Section 7.1(b) and: 7.3(c), and upon receipt by the Company of such amounts in accordance with this Section 7.3, except in connection with an order of specific performance as and only to the extent expressly permitted by Section 8.5, (A) at neither Parent, any of its Affiliates nor the time Lenders shall have any further liability or obligation relating to or arising out of such terminationthis Agreement, each any contract or agreement executed in connection herewith (including the Debt Commitment Letter, the Equity Commitment Letter and the Limited Guarantees) or any of the Offer Conditions has been satisfied transactions contemplated hereby or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); thereby and (B) neither the failure Company nor its Representatives shall be entitled to bring or maintain any Action against Parent or its Affiliates arising out of or in connection with this Agreement, any contract or agreement executed in connection herewith (including the Debt Commitment Letter, the Equity Commitment Letter and the Limited Guarantees) or any of the condition transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination. Notwithstanding anything to the contrary set forth in clause “(c)(vii)” this Agreement, in no event shall the Company nor its Representatives be entitled to receive both the Parent Termination Fee pursuant to Section 7.3(b) and specific performance under Section 8.5 to cause the consummation of Annex A to be satisfied is not directly attributable to a breach of: (1)the transactions or the performance of any actions or obligations of Parent or Merger Sub pursuant this Agreement.

Termination Fee. (a) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g).that: (b) If (i) (A) a bona fide Acquisition Proposal shall have been made, proposed or communicated (and not withdrawn) by a Third Party after the date of this Agreement but hereof and prior to the Shareholders’ Meeting (or prior to the termination of this Agreement if there has been no Shareholders’ Meeting), (B) following the occurrence of an event described in accordance with its termsthe preceding clause (A), an this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii), and (C) within twelve (12) months of the termination of this Agreement, any Acquisition Proposal shall have been publicly announced and not withdrawn, by such Third Party is entered into or consummated by the Company; or (ii) thereafterthis Agreement is terminated (A) by Parent pursuant to Section 8.1(c) or (B) by the Company pursuant to Section 8.1(d)(ii); then, in any such event under clause (i) or (ii) of this Section 8.3(a), the Company shall pay if and as directed by Parent or its designee a cash amount equal to US$3,000,000 (the “Tier I Termination Fee”) to Parent or its designee by wire transfer of same day funds; provided, however, with respect to clauses (i) and (ii) above, if this Agreement is terminated by Parent or the Company pursuant in connection with an Acquisition Proposal received by the Company on or before the Go-Shop Period End Date, then the Company shall pay if and as directed by Parent or its designee a cash amount equal to Section 7.1(bUS$1,500,000 (the “Tier II Termination Fee” and collectively with the Tier I Termination Fee, the “Company Termination Fee”) to Parent or its designee by wire transfer of same day funds in lieu of, and not in addition to, the Tier I Termination Fee. The Company shall pay the Company Termination Fee within five (iii5) within nine (9) months after Business Days following such termination, in the Company consummates case of a termination referred to in clause (ii), or within five (5) Business Days after the earlier of the date on which an agreement is entered into with respect to an Acquisition Proposal or enters into an Acquisition Transaction Proposal is consummated in the case of clause (i); it being understood that is subsequently consummated then concurrently with consummating such transaction in no event shall the Company shall be required to pay to Parent the Company Termination Fee by wire transfer of same-day funds on more than one occasion. Subject to Section 9.11, if the date such transaction is consummated; provided that solely for purposes of Company pays the Company Termination Fee pursuant to this Section 7.3(b8.3(a), all references then any such payment shall be the sole and exclusive remedy available to 20% in Parent and Merger Sub with respect to this Agreement and the definition transactions contemplated by the Transaction Documents. In the event that Parent or its designee seeks or receives full payment of “Acquisition Transaction” the Company Termination Fee pursuant to this Section 8.3(a), the receipt of the Company Termination Fee shall be deemed to be references liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to 50%bring or maintain any claim, action or proceeding against the Company or any of its Representatives arising out of or in connection with this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.3(a) shall limit the rights of Parent and Merger Sub under Section 9.11. (b) In the event that the Company shall terminate this Agreement pursuant to Section 8.1(d)(i) or Section 8.1(d)(iii), Parent shall pay or cause to be paid to the Company or its designee promptly (but in any event no later than five (5) Business Days) after the Company validly terminates this Agreement pursuant to Section 8.1(d)(i) or Section 8.1(d)(iii), a termination fee equal to US$3,000,000 (the “Parent Termination Fee”), which amount shall be payable in cash in immediately available funds, by wire transfer to an account or accounts designated in writing by the Company. (c) In Each of the event parties hereto acknowledge that the agreements contained in this Agreement is terminated by (i) Parent Section 8.3 are an integral part of the Merger, and that without these agreements the other parties would not enter into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 7.1(b) 8.3, and: (A) at , in order to obtain the time of such terminationpayment, each of Parent or the Offer Conditions has been satisfied Company, as the case may be, commences an Action which results in a judgment against the other party, with respect to Parent or waived (other than (1) Merger Sub, or parties, with respect to the condition Company for the payment set forth in clause “this Section 8.3, such paying party shall pay the other party or parties, as applicable, its reasonable and documented costs and expenses (c)(viii)” of Annex A including reasonable and (2documented attorneys’ fees) in connection with such Action, together with interest on such amount at the condition set forth prime rate as published in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) Wall Street Journal in effect on the failure of the condition set forth in clause “(c)(vii)” of Annex A date such payment was required to be satisfied made through the date such payment is not directly attributable to a breach of: (1)actually received.

Termination Fee. (a) If this Agreement is terminated by Seller pursuant to Section 12.01(f) (or by Parent or Buyer pursuant to Section 12.01(a) or by Seller pursuant to Section 12.01(e), in each case, at a time when Seller would have been entitled to terminate this Agreement pursuant to Section 12.01(f) by delivering the written notice provided for in Section 12.01(f)), Parent shall pay, or cause to be paid, to Seller $300,000,000 (the “Termination Fee”) by wire transfer of immediately available funds within five (5) Business Days after such termination (or, in the case of a termination by Parent or Buyer pursuant to Section 12.01(b), prior to or concurrently with such termination), it being understood that in no event shall Parent be required to pay the Termination Fee more than once. Notwithstanding anything to the contrary in Section 2.17, if all or any part of the Termination Fee is not paid when due pursuant to this Section 12.03(a), the unpaid portion of the Termination Fee shall accrue interest at the rate of 8.0% per annum, compounding monthly, from and including the date the Termination Fee was required to be paid, to but excluding the date of payment, and such accrued and unpaid interest shall be deemed part of the “Termination Fee.” (b) In the event that this Agreement is terminated due to Parent’s and Buyer’s failure to obtain the Debt Financing (which failure was not caused by Parent Parent’s or Buyer’s breach in any material respect of its representation, warranties, covenants or agreements contained herein) (a “Financing Failure”) and the Termination Fee is paid under Section 12.03(a), Seller’s receipt of the Termination Fee in full pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(g) then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a12.03(a) shall be paid no later than the second sole and exclusive remedy (2ndwhether at law, in equity, in contract, in tort or otherwise) Business Day following termination pursuant to Section 7.1(d) of Seller against Parent, ASCO GP LLC, Buyer, Holdings and concurrently Sponsor and their respective former, current and future Affiliates, and their respective former, current and future officers, directors, managers, employees, equityholders, managers, members, partners, agents, representatives or assigns (or if the Company Acquisition Agreement is executed on a day not a Business Daycollectively, the next Business Day“Buyer Related Parties”) with for any termination pursuant Damage suffered as a result of the failure of the Closing to Section 7.1(gbe consummated or for a breach or failure to perform hereunder (except as provided below). (b) If (i) after the date , and no Buyer Related Party shall have any further liability or obligation relating to or arising out of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such terminationtransactions contemplated hereby; provided, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction however, that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by and the Termination Fee is payable under Section 12.03(a), this 0 shall not limit the ability of Seller to recover reimbursement for costs and expenses and indemnification under Section 7.14. For the avoidance of doubt, the amount of the Termination Fee is intended to serve as a cap on the maximum aggregate liability of the Buyer Related Parties under this Agreement only in the event Buyer fails to effect the Closing in accordance with Section 2.10 of this Agreement due to a Financing Failure; provided, further, that even in the event of a Financing Failure, the Termination Fee shall not serve as a cap on any costs and expenses and indemnification owed under Section 7.14, nor shall any such reimbursement or indemnification amounts reduce the amount of the Termination Fee. Nothing in this 0 shall restrict (x) the availability to Seller of any remedies in connection with fraud or intentional misrepresentation or any willful and material breach of any representation, warranty, covenant or agreement contained in this Agreement for which all applicable legal and equitable remedies shall be available to Seller or (y) Seller’s entitlement to seek and obtain specific performance as and to the extent permitted by Section 13.08; provided, however, that in no event shall Seller be entitled to recover Damages, in the aggregate, in excess of $500,000,000 in any Action in which it seeks any remedy in connection with fraud or intentional misrepresentation or any willful and #88639600v31 material breach of any representation, warranty, covenant or agreement contained in this Agreement (for clarity, this proviso does not apply to any claim made under Article 11). Under no circumstances, however, shall Seller be permitted or entitled to (i) Parent pursuant to Section 7.1(breceive payment of the Termination Fee after the Closing has occurred or (ii) and: receive payment of the Termination Fee following a written demand therefor by Seller and (A) at the time of such termination, each of the Offer Conditions has been satisfied continue to seek specific performance or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A due to the termination of this Agreement pursuant to Section 7.1(b)); and (B) the failure to thereafter seek any legal or equitable remedy for any alleged fraud or any alleged intentional misrepresentation or willful and material breach of any representation, warranty, covenant or agreement contained in this Agreement or (iii) commence any Action seeking any award of Damages for any alleged fraud or any alleged intentional misrepresentation or willful and material breach of any representation, warranty, covenant or agreement contained in this Agreement and thereafter seek to require payment of the condition set forth Termination Fee hereunder; provided, however, that nothing herein shall prevent Seller from bringing a claim for specific performance and if unsuccessful, collecting the Termination Fee (to the extent Seller is entitled to such Termination Fee). (c) Each of Parent and Buyer acknowledges that the agreements contained in clause “(c)(vii)” this Section 12.03 are an integral part of Annex A the transactions contemplated by this Agreement and that, without these agreements, Seller would not enter into this Agreement. Accordingly, if Parent fails to be satisfied is not directly attributable promptly pay any amount due pursuant to this Section 12.03, it shall also pay any reasonable costs and expenses incurred by Seller in connection with a breach of: (1)legal action to enforce this Agreement that results in a judgment against Parent or Sponsor for such amount.

Termination Fee. (a) In the event that If this Agreement is terminated by either Parent pursuant or the Company as a result of a Superior Offer, such party shall pay to Section 7.1(d) the other party a fee equal to $300,000; and in the event this Agreement is terminated by either Parent or by the Company pursuant to Section 7.1(g) then any of the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) following provisions, a fee shall be paid no later than by the second terminating party to the other party equal to one-hundred and ten percent (2nd110%) Business Day following termination pursuant of such other Party’s actual out of pocket costs and expenses, not to Section 7.1(d) and concurrently exceed $250,000 (or if the Company Acquisition Agreement is executed on a day not a Business Dayin either event, the next Business Day“Termination Fee”), which Termination Fee shall be the non-terminating party’s sole remedy with respect to the termination of this Agreement except in the case of any willful breach of this Agreement by the terminating party: (i) with any termination pursuant to Section 7.1(g6.1(c); or (ii) Section 6.1(d). (b) If (i) after the date of this Agreement but terminating party is required to pay the other party a Termination Fee, such Termination Fee shall be payable immediately prior to the termination of this Agreement in accordance with its termsthe event of termination, an Acquisition Proposal shall have been publicly announced and not withdrawnlater than one business day after the receipt by the non-terminating party of a notice of termination from the terminating party, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee in each case by wire transfer of sameimmediately available funds to an account designated by the non-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%terminating party. (c) In Parent and Company each agree that the event agreements contained in this Section 6.3 are an integral part of the transaction contemplated by this Agreement, and that, without these agreements, the such parties would not enter into this Agreement; accordingly, if the terminating party fails promptly to pay any amounts due under this Section 6.3 and, in order to obtain such payment, the other party commences a suit that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at results in a judgment against the time terminating party for such amounts, the terminating party shall pay interest on such amounts from the date payment of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and (2) the condition set forth in clause “(c)(vii)” of Annex A amounts were due to the termination date of this Agreement pursuant to Section 7.1(b)); actual payment at the prime rate of Citibank, N.A. in effect on the date such payment was due, together with the costs and (B) the failure expenses of the condition set forth non-terminating party (including reasonable legal fees and expenses) in clause “(c)(vii)” of Annex A to be satisfied is not directly attributable to a breach of: (1)connection with such suit.

Termination Fee. (a) In If: (i) Parent or the event that Company, as --------------- the case may be, terminates this Agreement is terminated by Parent pursuant to Section Sections 7.1(b)(i), 7.1(c), 7.1(d), or 7.1(h) and (ii) in case of a termination pursuant to Sections 7.1(b)(i) or 7.1(h) an Alternative Proposal with respect to the Company shall have been publicly announced prior to such termination and any merger or extraordinary transaction is, entered into or consummated by the Company pursuant to Section 7.1(gwithin twelve (12) then months following such termination, then, in any such case, the Company shall pay to Parent (i) a fee ("Termination Fee"), in --------------- cash, equal to $60 million and (ii) all costs and expenses incurred or payable by or on behalf of Parent or Merger Sub in connection with or in anticipation of the transactions contemplated by this Agreement, including, without limitation, all attorneys' fees, accountants' fees, financial advisors' fees, internal time charges for Parent employees (based on customary charges in the industry) consultant fees, commitment fees and filing fees, not to exceed $10 million in the aggregate (the "Expense ------- Payment"); provided, however, that the Company Termination Fee. The Company in no event shall be ------- -------- ------- obligated to pay more than once such Termination Fee payable pursuant with respect to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) all such agreements and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, the next Business Day) with any termination pursuant to Section 7.1(g)occurrences and such termination. (b) If (i) after the date of this Agreement but prior Any payments required to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company be made pursuant to this Section 7.1(b) and (iii) within nine (9) months after such termination7.3 shall be made to Parent, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-immediately available same day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b)to an account designated by Parent, all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(b) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived (other than (1) the condition set forth in clause “(c)(viii)” of Annex A and within two (2) the condition set forth in clause “(c)(vii)” of Annex A due to business days after the termination of this Agreement pursuant to Section 7.1(b7.1(c) or (d) or, if this Agreement is terminated pursuant to Sections 7.1(b)(i) or 7.1(h)); and (B) , two business days after the failure earlier of the condition set forth entering into or the consummation of any merger or extraordinary transaction. The Company acknowledges that the covenants contained in clause “Section 7.3(a) are an integral part of the transactions contemplated in this Agreement and that without such covenants Parent would not enter into this Agreement. Accordingly, in the event the Company fails to pay to Parent the Termination Fee and Expense Payment, promptly when due, the Company shall, in addition thereto, pay to Parent all costs and expenses, including attorneys' fees and disbursements, incurred in collecting such Termination Fee and Expense Payment together with interest on the amount of the Termination Fee and Expense Payment or any unpaid portion thereof, from the date such payment was due until the date such payment is received by Parent, accrued at the fluctuating prime rate (c)(vii)” of Annex A as quoted in The Wall Street Journal) as in effect from time to be satisfied is not directly attributable to a breach of: (1)time during the period.

Termination Fee. (a) In the event that this Agreement is terminated by Parent or deemed terminated pursuant to Section 7.1(d9.1(e), then Buyer shall promptly, but in no event later than two (2) Business Days after the Termination Date, pay or by cause to be paid to the Company pursuant or its designees an amount equal to Section 7.1(g) then $18,000,000 (the Company shall pay to Parent the Company “Termination Fee. The Company ”) by wire transfer of immediately available funds (it being understood that Buyer shall not be required to pay the Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later on more than one occasion). Solely for purposes of establishing the second (2nd) Business Day following termination pursuant to Section 7.1(d) basis for the amount thereof, the Parties agree that the Termination Fee is a liquidated damage and concurrently (or if the Company Acquisition Agreement is executed on a day not a Business Day, penalty and the next Business Day) with any termination pursuant to Section 7.1(g)payment of the Termination Fee in the circumstances specified herein is supported by due and sufficient consideration. (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been publicly announced and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and (iii) within nine (9) months after such termination, the Company consummates an Acquisition Proposal or enters into an Acquisition Transaction that is subsequently consummated then concurrently with consummating such transaction the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (c) In the event that this Agreement is terminated by (i) Parent or deemed terminated pursuant to Section 7.1(b) and: (A) at 9.1(e), the time of such termination, each Company’s receipt of the Offer Conditions has been satisfied Termination Fee shall be the sole and exclusive remedy of the Company or waived 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. (other than (1c) The Parties acknowledge that the condition set forth agreements contained in clause “(c)(viii)” this Section 9.3 are an integral part of Annex A the transactions contemplated by this Agreement, and (2) that without these agreement the condition set forth in clause “(c)(vii)” of Annex A due Parties would not enter into this Agreement. Accordingly, if Buyer fails to promptly pay the termination of this Agreement Termination Fee pursuant to Section 7.1(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 or any portion thereof, Buyer shall reimburse the Company and the Equity Holders for all of their out-of-pocket costs and expenses (Bincluding attorney’s fees) in connection with such suit, together with interest on such amount or portion thereof at the failure of prime rate in effect on the condition set forth in clause “(c)(vii)” of Annex A date such payment was required to be satisfied is not directly attributable to a breach of: made (1)as reported in the Wall Street Journal) for the period from such required payment date through the date of actual payment.