Common use of Termination Fee Clause in Contracts

Termination Fee. (a) In the event that (A) (i) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii), or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of 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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate If Buyer terminates this Agreement pursuant to Section 6.1(c)(ii), 9.1(e) of this Agreement or (ii) West shall terminate GSB terminates this Agreement pursuant to Section 6.1(e)(i)9.1(f) of this Agreement, or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) then GSB shall, on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and pay to Buyer the sum of $7.2 million (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”). The Termination Fee within five business days of the earlier of the consummation of shall be paid to Buyer in same day funds. GSB hereby waives any right to set-off or counterclaim against such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsamount. (b) In the event that West (i) an Acquisition Proposal with respect to GSB shall terminate have been communicated to or otherwise made known to the shareholders, senior management, or board of directors of GSB, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to GSB after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by GSB or Buyer pursuant to Section 6.1(e)(ii9.1(d) (only if the Requisite GSB Shareholder Approval has not theretofore been obtained), Raindance (B) by Buyer pursuant to Section 9.1(e), or (C) by GSB or Buyer pursuant to Section 9.1(c)(iv), and (iii) prior to the date that is 12 months after the date of such termination, GSB consummates an Acquisition Transaction or enters into an Acquisition Agreement, then GSB shall on the earlier of the date an Acquisition Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Buyer a fee equal to West the Termination Fee within five business days after in same day funds. For the date this Agreement is terminatedavoidance of doubt, by wire transfer of immediately available fundsBuyer shall be entitled to no more than one Termination Fee. GSB hereby waives any right to set-off or counterclaim against such amount. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 The Parties acknowledge that the agreements contained in this Section 7.4 Article 9 are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, West they would not enter into this Agreement. In the event that Raindance ; accordingly, if GSB fails to pay when due promptly any amount fee payable under by it pursuant to this Section 7.49.3, then (i) Raindance GSB shall reimburse West for all pay to Buyer its reasonable costs and expenses (including disbursements and reasonable fees of counselattorneys’ fees) incurred in connection with the collection of collecting such overdue amountTermination Fee, and (ii) Raindance shall pay to West together with interest on such overdue the amount of the fee at the prime annual rate of interest (for as published in The Wall Street Journal) plus 2% as the period commencing as of same is in effect from time to time from the date such overdue amount payment was originally required to be paid and ending on due under this Agreement until the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidof payment.

Termination Fee. (a) In As a condition of BBVA and Merger Sub’s willingness, and in order to induce BBVA and Merger Sub, to enter into this Agreement, TRBI hereby agrees to pay to BBVA, and BBVA shall be entitled to payment of a fee of $85 million ($85,000,000) (less any payment made pursuant to the event proviso in Section 9.05) if (each of the following being a “Fee Payment Event”) any of the following occur following the date hereof and prior to a Fee Termination Event, as hereafter defined: (1) TRBI or any of its Subsidiaries, without having received BBVA’s prior written consent, shall have entered into an agreement to engage in an Acquisition Transaction with any person other than BBVA or any of its Subsidiaries (each an “BBVA Subsidiary”), or the TRBI Board shall have recommended that the shareholders of TRBI approve or accept any Acquisition Transaction with any person other than BBVA or an BBVA Subsidiary; (2) Any person other than BBVA or any BBVA Subsidiary shall have acquired beneficial ownership or the right to acquire beneficial ownership of 25% or more of the outstanding shares of TRBI Common Stock; (3) The TRBI Board shall have withdrawn, modified or qualified (or publicly announced its intention to withdraw, modify or qualify) in any manner materially adverse in any respect to BBVA or to adoption of this Agreement its recommendation that the shareholders of TRBI adopt this Agreement in anticipation of engaging in an Acquisition Transaction, or TRBI or any of its Subsidiaries shall have authorized, recommended or proposed (or publicly announced its intention to authorize, recommend or propose) an agreement to engage in an Acquisition Transaction with any person other than BBVA or an BBVA Subsidiary; (4) This Agreement is terminated (A) following an Acquisition Proposal or (iB) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii8.01(e), in the event TRBI’s failure to comply with any provision of this Agreement has been the primary cause of the failure of the Effective Time to occur on or before such date, or (iiC) West shall terminate this Agreement pursuant to Section 6.1(e)(i8.01(f), or (iii) West shall terminate in the event TRBI’s failure to comply with any provision of this Agreement pursuant has been the primary cause of the denial of any approval referred to in such Section 6.1(b8.01(f) on and, within 18 months after any of the basis of a material breach by Raindance of Section 4.4 or 4.9events described in (A), (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C), an event described in Section 8.03(a)(1) 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsSection 8.03(a)(2) occurs. (b) In the event that West Any payment required to be made under Section 8.03(a) shall terminate this Agreement pursuant to Section 6.1(e)(ii), Raindance shall pay to West the Termination Fee be payable within five three business days after following the date this Agreement is terminatedFee Payment Event. In any case such payment shall be made, without setoff, by wire transfer of in immediately available funds, to an account specified by BBVA. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 TRBI acknowledges that the agreements contained in this Section 7.4 8.03 are an integral part of the transactions contemplated by this Agreement and are cumulative with, and not intended to limit, other remedies that may be available, and that, without these agreements, West BBVA would not enter into this Agreement. In the event that Raindance ; accordingly, if TRBI fails promptly to pay when due any amount payable under due pursuant to this Section 7.48.03, then (i) Raindance and, in order to obtain such payment, BBVA commences a suit which results in a judgment against TRBI for the payment set forth in this Section 8.03, TRBI shall reimburse West for all BBVA’s costs and expenses (including disbursements and reasonable fees of counselattorneys’ fees) incurred in connection with the collection of such overdue amountsuit, and (ii) Raindance shall pay to West together with interest on such overdue any amount (for the period commencing as of due pursuant to this Section 8.03 from the date such overdue amount was originally required to be paid and ending on becomes payable until the date of such overdue amount is actually paid payment at the prime rate published in full) at a rate per annum equal to the Prime Rate The Wall Street Journal in effect on the date such overdue amount payment was originally required to be paidmade. (d) TRBI shall notify BBVA promptly in writing of the occurrence of any Fee Payment Event, it being understood that the giving of such notice by TRBI shall not be a condition to BBVA’s rights pursuant to this Section 8.03. (e) For purposes hereof, a “Fee Termination Event” is any one of the following: (1) the Effective Time, or (2) the expiration of eighteen (18) months following termination of this Agreement.

Termination Fee. (a) In Barrick shall be entitled to a termination fee of $ 259.7 million (the "Termination Fee") upon the occurrence of any of the following events (each a "Termination Fee Event") which shall be paid by Placer Dome within the time specified in respect of each such Termination Fee Event: (i) the Agreement is terminated pursuant to Section 7.1(g) as a result of (A) the Placer Dome Board of Directors or any committee thereof failing to publicly recommend or reaffirm the Offer within two calendar days (or, in the event that (Athe Offer shall be scheduled to expire within such two calendar day period, prior to the scheduled expiry of the Offer) (i) either Party shall terminate this Agreement pursuant of any request from Barrick to Section 6.1(c)(ii), or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9do so, (B) at the Placer Dome Board of Directors or any committee thereof withdrawing, modifying, changing or qualifying its approval or recommendation of this Agreement or the Offer in a manner adverse to Barrick, other than a termination pursuant to Section 7.1(g)(ii) arising solely as a result of (x) the circumstances described in Section 2.2(b)(i) or 2.2(b)(ii) or (y) a change (or any condition, event or development involving a prospective change) in the business, operations, assets, capitalization, properties, condition (financial or otherwise), licenses or permits, results of operations, rights or privileges (whether contractual or otherwise), prospects or liabilities (whether accrued, absolute, contingent or otherwise) of Barrick or any of the Barrick Subsidiaries that has occurred since the date hereof which, when considered either individually or in the aggregate, has resulted or would reasonably be expected to result in a Material Adverse Effect with respect to Barrick (provided that the Placer Dome Board of Directors shall have determined in good faith (after receipt of advice from its legal and financial advisors) that the failure of Placer Dome to withdraw, modify, change or qualify its approval or recommendation of this Agreement or the Offer would be inconsistent with its fiduciary duties); or (C) the Placer Dome Board of Directors or any committee thereof having approved or recommended or publicly proposed to approve or recommend any Superior Proposal, or as a result of Placer Dome failing to defer the separation time of the SRP Rights, in each of which cases the Termination Fee shall be paid to Barrick by 1:00 p.m. (Toronto time) on the first business day following such action or inaction; (ii) this Agreement shall have been terminated in accordance with Section 7.1(h) as a result of Placer Dome proposing to enter into a definitive agreement with respect to a Superior Proposal following Barrick having elected not to match a Superior Proposal in accordance with the terms of Section 6.2(f)(iv) in which case the Termination Fee shall be paid to Barrick by 1:00 p.m. (Toronto time) on the first business day following the day on which this Agreement is so terminated; (iii) the Offer is not completed in accordance with the conditions set out in Schedule A as a result of Placer Dome being in material default of any of its covenants or obligations contained in Section 6.2 of this Agreement, in which case the Termination Fee shall be paid to Barrick on the first business day following the expiry of the Offer; or (iv) on or after the date of this Agreement hereof and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such terminationthe Expiry Time, and (C) within 12 months following such termination an Acquisition Proposal is consummated publicly announced or a definitive agreement or letter of intent is entered into by Raindance with respect any person has publicly announced an intention to an make such Acquisition Proposal, Raindance shall pay West and such Acquisition Proposal either has been accepted or has not expired, been withdrawn or been publicly abandoned, and (A) the Offer is not completed as a result of the Minimum Tender Condition not having been met, and (B) such Acquisition Proposal is completed on or prior to September 30, 2006, in which case the Termination Fee within five business days of shall be paid to Barrick on the earlier of the date that an Acquisition Proposal is entered into or agreed to or concurrently with the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal; provided, by wire transfer in each case, that Barrick is not in material default in the performance of immediately available fundsits obligations under this Agreement. (b) In the event that West shall terminate this Agreement pursuant to Section 6.1(e)(ii), Raindance shall pay to West the The Termination Fee within five business days after the date this Agreement is terminated, shall be paid by Placer Dome to Barrick by wire transfer of in immediately available fundsfunds to an account specified by Barrick. For greater certainty, the obligations of Placer Dome under this Section 7.2 shall survive the termination of this Agreement, regardless of the circumstances thereof. (c) In Placer Dome acknowledges that the event that Raindance shall terminate this Agreement pursuant to amount set out in Section 6.1(f), then Raindance shall pay West 7.2 in respect of the Termination Fee on represents liquidated damages which are a genuine pre-estimate of the date damages, including opportunity costs, which Barrick will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement Agreement, and is terminated, by wire transfer of immediately available fundsnot a penalty. Placer Dome irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. (d) Raindance hereby acknowledges that the agreements contained in this For greater certainty, Placer Dome shall not be obligated to make more than one payment under Section 7.4 are an integral part 7.2 if one or more 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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidevents specified therein occurs.

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 (Ai) **** 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 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 3.4 (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) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii), or (a) (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsabove. (b) In If after the event first anniversary of the Closing Date, the Borrowers provide to Lender an unconditional (other than subject to customary closing conditions) loan commitment for a credit facility that West **** from a reputable bank or finance company, Lender shall terminate this Agreement pursuant have the right of first refusal to Section 6.1(e)(iiprovide 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 Lender has been presented with such commitment or such 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), Raindance Borrower shall not be obligated to pay to West Lender the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available funds**** termination fee described in clause (a)(ii) above. (c) In view of the event that Raindance shall terminate this Agreement pursuant impracticality and difficulty of ascertaining actual damages and by mutual agreement of the parties as to Section 6.1(f), then Raindance shall a reasonable calculation of lost profits of Lender as a result of an early cancellation or termination. Borrowers hereby agree to pay West to Lender 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 applicable termination fee or default termination in accordance with this Section 7.4 are an integral part 3.4. Such fees shall be presumed to be the amount of the transactions contemplated damages sustained 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 Lender as a result of such overdue amountearly termination or cancellation, and (ii) Raindance shall pay to West interest on Borrowers agree that such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to reasonable under the Prime Rate in effect on the date such overdue amount was originally required to be paidcircumstances.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate If Parent terminates this Agreement pursuant to Section 6.1(c)(ii), 9.1(e) of this Agreement or (ii) West shall terminate Cornerstone terminates this Agreement pursuant to Section 6.1(e)(i)9.1(f) of this Agreement, then Cornerstone shall, on the date of termination, pay to Parent the sum of $950,000 prior to such termination or (iii) West shall terminate abandonment of this Agreement pursuant to Section 6.1(b) on 9.1 (the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the “Termination Fee”). The Termination Fee within five business days of the earlier of the consummation of shall be paid to Parent in same day funds. Cornerstone hereby waives any right to set-off or counterclaim against such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsamount. (b) In the event that West (i) an Acquisition Proposal with respect to Cornerstone shall terminate have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of Cornerstone, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to Cornerstone after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Cornerstone or Parent pursuant to Section 6.1(e)(ii9.1(d) (if the Requisite Cornerstone Shareholder Vote has not theretofore been obtained), Raindance (B) by Parent pursuant to Section 9.1(b), or (C) by Cornerstone or Parent pursuant to Section 9.1(c)(iii), and (iii) prior to the date that is twelve (12) months after the date of such termination, Cornerstone consummates an Acquisition Transaction or enters into an Acquisition Agreement that is ultimately consummated, then Cornerstone shall on the date an Acquisition Transaction is consummated, pay Parent a fee equal to West the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available in same day funds. Cornerstone hereby waives any right to set-off or counterclaim against such amount. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 The Parties acknowledge that the agreements contained in this Section 7.4 Article 9 are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, West Parent would not enter into this Agreement. In the event that Raindance ; accordingly, if Cornerstone fails to pay when due promptly any amount fee payable under by it pursuant to this Section 7.49.3, then (i) Raindance Cornerstone shall reimburse West for all pay to Parent its reasonable costs and expenses (including disbursements and reasonable fees of counselattorneys’ fees) incurred in connection with the collection of collecting such overdue amountTermination Fee, and (ii) Raindance shall pay to West together with interest on such overdue the amount of the fee at the prime annual rate of interest (for as published in The Wall Street Journal) plus 2% as the period commencing as of same is in effect from time to time from the date such overdue amount payment was originally required to be paid and ending on due under this Agreement until the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidof payment.

Termination Fee. To compensate BFST for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by BFST, ▇▇▇▇▇▇▇ and BFST agree as follows: (a) In Provided that BFST is not in material breach of any covenant or obligation under this Agreement (which breach has not been cured within thirty (30) days following receipt of written notice thereof by Oakwood specifying in reasonable detail the event that (A) basis of such alleged breach), if this Agreement is terminated by: (i) either Party shall terminate this Agreement pursuant to Oakwood under the provisions of Section 6.1(c)(ii9.1(e), or then Oakwood shall pay to BFST in immediately available funds the sum of $3,503,010.41 (the “Termination Fee”); (ii) West shall terminate this Agreement pursuant to BFST under the provisions of Section 6.1(e)(i9.1(f), or then Oakwood shall pay to BFST the Termination Fee in immediately available funds; (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on either BFST or Oakwood under the basis of a material breach by Raindance provisions of Section 4.4 or 4.99.1(a)(iii), if, at the time of termination, the Registration Statement has been declared effective for at least twenty-five (B25) at any time after the date of this Agreement and Business Days prior to such termination there and Oakwood shall have been publicly announced failed to call, give notice of, convene and hold Oakwood Shareholder Meeting in accordance with Section 5.1, then Oakwood shall pay to BFST the Termination Fee in immediately available funds; (iv) either BFST or Oakwood under the provisions of Section 9.1(a)(iv), if, at the time of termination, there exists an Acquisition Proposal that with respect to Oakwood, then Oakwood shall pay to BFST the Termination Fee in immediately available funds; or (v) either BFST or Oakwood under the provisions of Section 9.1(a)(iii), if, at such time, the Oakwood Shareholder Approval has not been formally withdrawn or abandoned prior to such occurred and if, at the time of termination, and (C) within 12 months following such termination there exists an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to Oakwood and within twelve (12) months of the termination of this Agreement, Oakwood enters into 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement Agreement with any Person with respect to such Acquisition Proposal, by wire transfer of then Oakwood shall pay to BFST the Termination Fee in 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 payment of the Termination Fee within five business days after the date shall be BFST’s sole and exclusive remedy with respect to termination of this Agreement is terminatedas set forth in this Section 9.3. For the avoidance of doubt, by wire transfer of immediately available fundsin no event shall the Termination Fee under the circumstances described in this Section 9.3 be payable on more than one occasion. (c) In Any payment required by this Section 9.3 shall become payable within two (2) Business Days after receipt by the event non-terminating party of written notice of termination of this Agreement; provided, however, that Raindance shall terminate this Agreement if the payment of the Termination Fee is required pursuant to Section 6.1(f), 9.3(a)(v) then Raindance such payment shall pay West become payable on or before the Termination Fee on second (2nd) Business Day following the date this Agreement is terminated, execution by wire transfer ▇▇▇▇▇▇▇ of immediately available fundsan Acquisition Agreement. (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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.

Termination Fee. (a) In 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 United Financial Bancorp pursuant to Section 7.1(f), then CNB Financial shall pay the Fee on the second business day following such termination; or (ii) if this Agreement is terminated by (A) (i) either Party shall terminate this Agreement party pursuant to Section 6.1(c)(ii), 7.1(b) or (iiB) West shall terminate this Agreement by United Financial Bancorp pursuant to Section 6.1(e)(i)7.1(e) because of CNB Financial’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in any such case an Acquisition Proposal with respect to CNB Financial shall have been publicly announced or otherwise communicated or made known to CNB Financial’s Board of Directors (iii) West or any person shall terminate this Agreement pursuant have publicly announced, communicated or made known an intention to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (Bmake an Acquisition Proposal) at any time after the date of this Agreement 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 there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (Cy) if within 12 months following after such termination an Acquisition Proposal is consummated or CNB Financial enters into a definitive agreement or letter of intent is entered into by Raindance with respect to to, or consummates, an Acquisition Proposal, Raindance then CNB Financial shall pay West the Termination Fee within five business days remainder of the earlier of Fee on the consummation date of such Acquisition Proposal execution or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect consummation. (b) Any amount that becomes payable pursuant to such Acquisition Proposal, Section 7.2(a) shall be paid by wire transfer of immediately available funds. (b) In the event that West shall terminate this Agreement pursuant funds to Section 6.1(e)(ii), Raindance shall pay an account designated by United Financial Bancorp in writing to West the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available fundsCNB Financial. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 CNB Financial acknowledges that the agreements agreement contained in this Section 7.4 are 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 and that, without these agreements, West would that such amounts do not enter into this Agreementconstitute a penalty. In the event that Raindance If CNB Financial fails to pay when the amounts due any amount payable under this Section 7.47.2(a) with the time periods specified, then (i) Raindance CNB Financial shall reimburse West for all pay the costs and expenses (including disbursements reasonable legal fees and reasonable fees of counselexpenses) incurred by United Financial Bancorp in connection with any action, including the collection filing of any lawsuit, taken to collect payment of such overdue amountamounts, and (ii) Raindance shall pay to West together with interest on the amount of any such overdue amount (for unpaid amounts at the prime lending rate prevailing during such period commencing as of published in The Wall Street Journal, calculated on a daily basis from the date such overdue amount was originally amounts were required to be paid and ending on until the date such overdue amount is actually paid in fullof actual payment. (d) at a rate per annum equal Notwithstanding anything to the Prime Rate in effect on contrary contained herein, CNB Financial shall be obligated, subject to the date such overdue amount was originally required terms of this Section 7.2, to be paidpay only one Fee.

Termination Fee. (a) In the event that (A) If this Reorganization Agreement is terminated: 1. by CFC (i) either Party if at any time prior to the AFC Shareholders Meeting, the Board of Directors of AFC shall terminate this Agreement pursuant have failed to Section 6.1(c)(ii)recommend the Merger to the holders of AFC Common Stock, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of CFC, or (ii) West shall terminate this Agreement pursuant because a tender offer or exchange offer for 20% or more of the outstanding shares of AFC Common Stock is commenced (other than by CFC) and the Board of AFC recommends that the stockholders of AFC tender their shares in such tender or exchange offer or otherwise fails to Section 6.1(e)(i), recommend that such stockholders reject such tender offer or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on exchange offer within ten business days after the basis commencement thereof; 2. by AFC or CFC because of a material breach by Raindance failure to obtain the required approval of Section 4.4 or 4.9, (B) at any time the stockholders of AFC after the date of this Agreement and prior to such termination there an Acquisition Proposal for AFC shall have been publicly announced disclosed, or any Person shall have publicly disclosed an intention (whether or not conditional) to make an Acquisition Proposal that has not been formally withdrawn Proposal; or 3. by CFC pursuant to Section 9.1(c) if the breach by AFC giving rise to such termination was willful and, at or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated shall have been made known to AFC or a definitive agreement any of its subsidiaries or letter shall have been publicly disclosed to AFC's stockholders or any Person shall have made known to AFC or any of intent is entered into by Raindance with respect its subsidiaries or otherwise publicly disclosed an intention (whether or not conditional) to make an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days Proposal and regardless of the earlier of the consummation of whether such Acquisition Proposal shall have been rejected by AFC or withdrawn prior to the date on which Raindance enters into time of such termination, then, in such case, AFC shall pay to CFC a definitive agreementtermination fee of $10.5 million (the "Termination Fee"). Any Termination Fee that becomes payable pursuant to this Section shall be paid promptly following the receipt of a written request for Termination Fee to AFC from CFC. Notwithstanding the foregoing, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect no event shall AFC be obligated to such Acquisition Proposal, by wire transfer of immediately available funds. (b) In the event that West pay any Termination Fee if AFC shall be entitled to terminate this Reorganization Agreement pursuant to Section 6.1(e)(ii), Raindance shall pay 9.1(c) due to West the Termination Fee within five business days after the date this Agreement is terminated, a breach by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal CFC prior to the Prime Rate in effect on the date such overdue amount was originally required to be paidreceipt by AFC of an Acquisition Proposal.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate If FXNC terminates this Agreement pursuant to Section 6.1(c)(ii), 9.1(e) of this Agreement or (ii) West shall terminate Touchstone terminates this Agreement pursuant to Section 6.1(e)(i), or (iii9.1(f) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such terminationAgreement, 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 then Touchstone shall pay West to FXNC the sum of $1,900,000 (the “Termination Fee Fee”) within five business days of the earlier of the consummation of termination date. The Termination Fee shall be paid to FXNC in same day funds. Touchstone hereby waives any right to set-off or counterclaim against such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsamount. (b) In the event that West (i) an Acquisition Proposal with respect to Touchstone shall terminate have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of Touchstone, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to Touchstone, in either case after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Touchstone or FXNC pursuant to Section 6.1(e)(ii9.1(d) (if the Requisite Touchstone Shareholder Vote has not theretofore been obtained), Raindance (B) by FXNC pursuant to Section 9.1(b), or (C) by Touchstone or FXNC pursuant to Section 9.1(c)(iii), and (iii) prior to the date that is 12 months after the date of such termination, Touchstone consummates an Acquisition Transaction or enters into an Acquisition Agreement that is ultimately consummated, then Touchstone shall on the date an Acquisition Transaction is consummated, pay FXNC a fee equal to West the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available in same day funds. Touchstone hereby waives any right to set-off or counterclaim against such amount. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 The Parties acknowledge that the agreements contained in this Section 7.4 Article 9 are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, West FXNC would not enter into this Agreement. In the event that Raindance ; accordingly, if Touchstone fails to pay when due promptly any amount fee payable under by it pursuant to this Section 7.49.3, then (i) Raindance Touchstone shall reimburse West for all pay to FXNC its reasonable costs and expenses (including disbursements and reasonable fees of counselattorneys’ fees) incurred in connection with the collection of collecting such overdue amount, and (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidTermination Fee.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate If Buyer terminates this Agreement pursuant to Section 6.1(c)(ii), 9.1(e) of this Agreement or (ii) West shall terminate ASBB terminates this Agreement pursuant to Section 6.1(e)(i)9.1(f) of this Agreement, or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) then ASBB shall, on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and pay to Buyer the sum of $6,800,000.00 (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”). The Termination Fee within five business days of the earlier of the consummation of shall be paid to Buyer in same day funds. ASBB hereby waives any right to set-off or counterclaim against such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsamount. (b) In the event that West (i) an Acquisition Proposal with respect to ASBB shall terminate have been communicated to or otherwise made known to the shareholders, senior management, or board of directors of ASBB, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to ASBB after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by ASBB or Buyer pursuant to Section 6.1(e)(ii9.1(d) (only if the Requisite ASBB Shareholder Approval has not theretofore been obtained), Raindance (B) by Buyer pursuant to Section 9.1(b), or (C) by ASBB or Buyer pursuant to Section 9.1(c)(iii), and (iii) prior to the date that is 12 months after the date of such termination, ASBB consummates an Acquisition Transaction or enters into an Acquisition Agreement, then ASBB shall on the earlier of the date an Acquisition Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Buyer a fee equal to West the Termination Fee within five business days after in same day funds. For the date this Agreement is terminatedavoidance of doubt, by wire transfer of immediately available fundsBuyer shall be entitled to no more than one Termination Fee. ASBB hereby waives any right to set-off or counterclaim against such amount. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 The Parties acknowledge that the agreements contained in this Section 7.4 Article 9 are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, West they would not enter into this Agreement. In the event that Raindance ; accordingly, if ASBB fails to pay when due promptly any amount fee payable under by it pursuant to this Section 7.49.3, then (i) Raindance ASBB shall reimburse West for all pay to Buyer its reasonable costs and expenses (including disbursements and reasonable fees of counselattorneys’ fees) incurred in connection with the collection of collecting such overdue amountTermination Fee, and (ii) Raindance shall pay to West together with interest on such overdue the amount of the fee at the prime annual rate of interest (for as published in The Wall Street Journal) plus 2% as the period commencing as of same is in effect from time to time from the date such overdue amount payment was originally required to be paid and ending on due under this Agreement until the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidof payment.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate If this Agreement is terminated pursuant to Section 6.1(c)(ii7.1(f), or and Purchaser’s failure to consummate the Closing was solely as a result of a Debt Financing Failure, Purchaser shall be obligated to pay Chemtura, on behalf of Sellers, $49,700,000 in cash (ii) West shall terminate this Agreement the “Purchaser Termination Fee”). If the Purchaser Termination Fee is payable pursuant to Section 6.1(e)(i)the preceding sentence, or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance Purchaser shall pay West to or at the direction of Chemtura the Purchaser Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of 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 funds no later than five business days Business Days after the date this Agreement is terminated, by wire transfer of immediately available funds. such termination (c) In it being understood that in no event shall Purchaser be required to pay the event that Raindance shall terminate this Agreement pursuant to Section 6.1(f), then Raindance shall pay West the Purchaser Termination Fee on more than one occasion). If Purchaser fails to promptly pay the Purchaser Termination Fee when due, interest shall accrue on such amount from the date such payment was required to be paid pursuant to the terms of this Agreement is terminateduntil the date of payment at a rate equal to the Prime rate as published in the Wall Street Journal, by wire transfer Eastern Edition, plus 500 basis points. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of immediately available funds. a year of 365 days and the actual number of days elapsed. If, in order to obtain such payment, Chemtura commences a suit that results in judgment for Chemtura, Purchaser shall pay Chemtura its (dand Sellers’) Raindance hereby acknowledges that the agreements contained reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred 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 Agreementconnection with such suit. In the event that Raindance fails Chemtura has the right to pay when due any amount payable under terminate this Agreement and receive the Purchaser Termination Fee as provided in the first sentence of this Section 7.47.3, then the right to terminate this Agreement and receive the Purchaser Termination Fee, together with collecting any interest and other amounts due under the preceding sentence of this Section 7.3 and any amounts due under the indemnification and reimbursement obligations set forth in Section 5.19, shall be the sole and exclusive remedy (iwhether at law, in equity, in contract, in tort or otherwise) Raindance shall reimburse West of the Seller Related Parties against Purchaser for any and all costs and expenses (including disbursements and reasonable fees of counsel) Losses suffered or incurred by the Seller Related Parties in connection with the collection of such overdue amountthis Agreement, and the Debt Commitment Letter (iiand the termination hereof and thereof), the transactions contemplated hereby and thereby (and the abandonment or termination hereof and thereof) Raindance or any matter forming the basis for such termination, and no Seller Related Party shall pay be entitled to West interest on such overdue amount (for bring or maintain any claim, action or proceeding against Purchaser arising out of or in connection with this Agreement, the period commencing as Debt Commitment Letter, any of the date transactions contemplated hereby or thereby (or the abandonment or termination hereof or thereof) or any matters forming the basis for 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 the Prime Rate in effect on the date such overdue amount was originally required to be paidtermination.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by Purchaser while structuring and pursuing the Merger, the Company shall pay to Purchaser by wire transfer of immediately available funds a termination fee equal to $7,400,000 (the “Termination Fee”): (i) in the event the Company terminates this Agreement pursuant to Section 7.1(f), in which case the Company shall pay the Termination Fee at or prior to the time of such termination, and (ii) in the event Purchaser terminates this Agreement pursuant to Section 7.1(g), in which case Company shall pay the Termination Fee as promptly as practicable (but in any event within three (3) Business Days of termination). (b) In the event that (A) (i) either Party an Acquisition Proposal, whether or not conditional, shall terminate this Agreement pursuant to Section 6.1(c)(ii), or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time have been publicly announced after the date of this Agreement and (or any Person shall have, after the date of this Agreement, publicly announced an intention, whether or not conditional, to make an Acquisition Proposal) or (ii) the board of directors of the Company has made a Change in Recommendation (or publicly proposed to make a Change in Recommendation), prior to or on the date of the Company Stockholder Meeting (including any adjournment or postponement at which the vote on the Merger is held), (B) this Agreement is thereafter terminated by either Purchaser or Company pursuant to Section 7.1(b), by the Company pursuant to Section 7.1(d), or by Purchaser pursuant to Section 7.1(e), provided that the breach of the Company giving rise to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn was knowing or abandoned prior to intentional and, at the time of such termination, Purchaser is not in material breach of any representation, warranty or material covenant contained herein, and (C) within 12 twelve (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 date of such Acquisition Proposal or termination, the date on which Raindance Company enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to any Acquisition Transaction, the board of directors of the Company recommends any Acquisition Transaction or Company consummates any Acquisition Transaction (whether or not such Acquisition ProposalTransaction resulted from or was related to the Acquisition Proposal referred to in the foregoing clause (A)(i), if applicable), then the Company shall pay Purchaser the Termination Fee, which amount shall be payable by wire transfer of immediately available funds. funds on or prior to the earlier of the Company entering into a definitive agreement for or consummating such Acquisition Transaction, provided, however, that for purposes of this clause (b) In the event that West shall terminate this Agreement pursuant to Section 6.1(e)(iiC), Raindance all references in the definition of “Acquisition Transaction” to “20% or more” shall pay instead refer to West the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available funds“50% or more”. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 Company and Purchaser each agree that the agreements contained in this Section 7.4 7.2 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, West Purchaser would not enter into this Agreement. In ; accordingly, if the event that Raindance Company fails promptly to pay when any amounts due any amount payable under this Section 7.47.2 and, then in order to obtain such payment, Purchaser 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 (ix) Raindance shall reimburse West for all the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication), designated therein as the prime rate on the date such payment was due, plus 200 basis points, together with the costs and expenses of Purchaser (including disbursements reasonable legal fees and reasonable fees of counselexpenses) incurred in connection with the collection of such overdue amountsuit. (d) Notwithstanding anything to the contrary set forth in this Agreement, and (ii) Raindance shall pay to West interest on such overdue amount (for if the period commencing as of the date such overdue amount was originally required Company pays or causes to be paid to Purchaser or to Berkshire Bank the Termination Fee, neither the Company nor Savings Institute Bank and ending Trust Company (or any successor in interest of the Company or Savings Institute Bank and Trust Company) nor any of their officers, directors or Affiliates will have any further obligations or liabilities to Purchaser or Berkshire Bank with respect to this Agreement or the transactions contemplated by this Agreement and, except in the case of fraud or willful misconduct, payment of the Termination Fee shall be the sole remedy of Purchaser in the event of termination of this Agreement on the date such overdue amount is actually paid bases specified in fullSections 7.2(a) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidand (b).

Termination Fee. To compensate Sterling for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including the foregoing the pursuit of other opportunities by Sterling, First Houston and Sterling agree as follows: (a) In Provided that neither Sterling nor Merger Subsidiary shall be in material breach of its obligations under this Agreement (which breach has not been cured promptly following receipt of written notice thereof by First Houston specifying in reasonable detail the event that basis of such alleged breach), First Houston shall pay to Sterling the sum of $1,500,000 (Athe "Termination Fee"), plus reasonable out-of-pocket expenses, not in excess of $500,000 (including, without limitation, amounts paid or payable to banks and investment bankers, fees and expenses of counsel and printing expenses) (such expenses are hereinafter referred to as the "Expenses") incurred by Sterling or any of its affiliates in connection with or arising out of the transactions contemplated by this Agreement, regardless of when those expenses are incurred, if this Agreement is terminated either (i) either Party shall terminate this Agreement pursuant to by First -41- 42 Houston under the provisions of Section 6.1(c)(ii), 10.01(f) or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on by Sterling under the basis of a material breach by Raindance provisions of Section 4.4 or 4.9, (B) at any time after the date 10.01(h). Sterling shall provide First Houston with an itemization of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsExpenses. (b) In the event that West Any payment required by paragraph (a) of this Section shall terminate this Agreement pursuant to Section 6.1(e)(ii), Raindance shall pay to West the Termination Fee become payable within five two business days after termination of the date this Agreement is terminatedor, by wire transfer in the case of immediately available fundsreimbursement to Sterling of the Expenses, promptly after (but in no event later than 3 business days following) delivery to First Houston of the itemization of Expenses. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 First Houston acknowledges that the agreements contained in this Section 7.4 8.14 are an integral part of the transactions contemplated by in this Agreement Agreement, and that, without these agreements, West Sterling would not enter into this Agreement. In the event that Raindance ; accordingly, if First Houston fails to promptly pay the Termination Fee or Expenses when due any amount payable under this Section 7.4due, then (i) Raindance First Houston shall reimburse West for in addition thereto pay to Sterling all costs and expenses (including fees and disbursements and reasonable fees of counsel) incurred in connection collecting such Termination Fee or Expenses, as the case may be, together with the collection of such overdue amount, and (ii) Raindance shall pay to West interest on such overdue the amount of the Termination Fee or Expenses (for the period commencing as of or any unpaid portion thereof) from the date such overdue amount payment was originally required to be paid and ending on made until the date such overdue amount payment is actually paid in full) received by Sterling at a the prime rate per annum equal to the Prime Rate of NationsBank of Texas, National Association as in effect on the date from time to time during such overdue amount was originally required to be paidperiod.

Termination Fee. The Merger Agreement contemplates that a termination fee of $4 million plus 4% of any draw then funded under the Note (athe “Termination Fee”) In will be payable by the event that Company to Parent under any of the following circumstances: • the Merger Agreement is terminated under the third, sixth or seventh bullets above under “—Termination”, and prior to the date of such termination of the Merger Agreement, an Acquisition Proposal has been made known to the Company or has been made to the stockholders of the Company generally or any person has publicly announced an intention (whether or not conditional ) to make an Acquisition Proposal, and on or prior to the first anniversary of the termination of the Merger Agreement (A) (i) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii), or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West (B) the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance Company enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other written agreement with respect to such any Acquisition Agreement with respect to any Acquisition Proposal (provided that the term “Acquisition Proposal” as used herein shall have the meaning assigned to such term in the Merger Agreement, except that the references to “15% or more” shall be deemed to be references to “50% or more”); or • the Merger Agreement is terminated by wire transfer Parent due to a Triggering Event. As used in the Merger Agreement, a “Triggering Event” shall be deemed to have occurred if: • an Adverse Recommendation Change occurs; • the Company failed to include in the Schedule 14D-9 or the Proxy Statement the Company Board Recommendation or a statement to the effect that the Company Board has determined that each of immediately available funds. the Offer and the Merger is in the best interests of the Company’s stockholders; • the Company Board has publicly recommended to its stockholders any Acquisition Proposal; Table of Contents • the Company has entered into any letter of intent or any contract relating to any Acquisition Proposal (b) In other than an acceptable confidentiality agreement); • a tender or exchange offer relating to securities of the event that West shall terminate this Agreement pursuant Company has been commenced, and the Company has not sent to Section 6.1(e)(ii)its securityholders, Raindance shall pay to West the Termination Fee within five ten business days after the date this Agreement is terminatedcommencement of such tender or exchange offer, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 a statement disclosing that the agreements contained in this Section 7.4 are an integral part Company recommends rejection of such tender or exchange offer; • the Company has materially breached the terms 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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as non-solicitation provisions of the date such overdue amount was originally required Merger Agreement; • the Company has failed to be paid publicly reaffirm its recommendation to its stockholders of the Offer and ending on the date such overdue amount is actually paid in full) at Merger within ten business days after receiving a rate per annum equal written request from Parent to do so; or • the Prime Rate in effect on Company has publicly proposed to do any of the date such overdue amount was originally required to be paidforegoing.

Termination Fee. (a) In the event that (A) this Agreement is terminated pursuant to: (i) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii), or (ii8.1(c)(i) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis by VTBH as a result of a material willful breach committed by Raindance of Section 4.4 Parent or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned Merger Sub prior to such termination, and VTBH shall be entitled to receive the Reimbursement within one (C1) within 12 months following Business Day after the date of 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 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 the event that an Acquisition Proposal is consummated shall have been publicly proposed or a definitive agreement or letter publicly disclosed and not withdrawn prior to the Parent Stockholders Meeting, VTBH shall be entitled to receive (A) the Reimbursement within (1) Business Day after the date of intent is entered such termination and (B) if Parent enters into by Raindance an Alternative Acquisition Agreement with respect to an Acquisition Proposalany Person other than VTBH within twelve (12) months after the date of such termination under Section 8.1(b)(iii), Raindance shall pay West the Termination Fee within five business days of the earlier of 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 on which Raindance enters into of such termination; (vii) Section 8.1(d)(i) by Parent as a definitive agreement, letter result of intent, agreement in principle, memorandum of understanding or other agreement with respect a willful breach committed by VTBH prior to such Acquisition Proposaltermination, Parent shall be entitled to receive from VTBH the Fee within ten (10) Business Days after the date of such termination; or (viii) Section 8.1(d)(iii) by wire transfer Parent, Parent shall be entitled to receive from VTBH the Fee within ten (10) Business Days after the date of immediately available fundssuch termination. (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 this Agreement is terminated, by wire transfer For purposes of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.8.3:

Termination Fee. (a) In the event that (A) (i) either Party shall terminate this Agreement is terminated by SmartFinancial pursuant to Section 6.1(c)(ii), or 9.1(b) and (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there at or before the Bancorp Meeting (including at or before any adjournment or postponement thereof) an Acquisition Proposal shall have been publicly announced an Acquisition Proposal that received by the Foothills Parties, which has not been formally withdrawn or abandoned prior to such terminationthe date of the termination of this Agreement, and (C) within 12 months following such of the date of termination an Acquisition Proposal is consummated of this Agreement Bancorp or the Bank enters into a definitive agreement or letter of intent is entered into by Raindance with respect to, or consummates, any Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to an Acquisition Proposalabove), Raindance then the Foothills Parties shall pay West the Termination Fee within five business days to SmartFinancial a termination fee of $1,450,000 on the earlier of the date of Bancorp’s or the Bank’s, as applicable, execution of such definitive agreement or consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available funds. (b) In the event that West shall terminate this Agreement is terminated by SmartFinancial pursuant to Section 6.1(e)(ii9.1(g) or Section 9.1(h), Raindance the Foothills Parties shall pay to West the Termination Fee within five business days SmartFinancial a termination fee of $1,450,000 not later than two Business Days after the date of termination of this Agreement is terminated, by wire transfer of immediately available fundsAgreement. (c) In the event that Raindance shall terminate this Agreement is terminated by the Foothills Parties pursuant to Section 6.1(f9.1(i), then Raindance the Foothills Parties shall pay West the Termination Fee on to SmartFinancial a termination fee of $1,450,000 not later than two Business Days after the date of termination of this Agreement is terminated, Agreement. Any termination fee and other amounts payable in accordance with this Section 9.3 shall be paid by wire transfer of immediately available funds. (d) Raindance hereby acknowledges funds to an account designated by SmartFinancial. The Foothills Parties acknowledge that the agreements contained in this Section 7.4 9.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, West that absent such agreements SmartFinancial would not enter have entered into this Agreement. In the event that Raindance fails the Foothills Parties fail to pay when timely make payment of any amounts due any amount and payable by them under this Section 7.49.3, then (i) Raindance the Foothills Parties shall pay or reimburse West for SmartFinancial all costs and expenses (including disbursements reasonable attorneys’ fees and reasonable fees of counselexpenses and court costs) incurred by SmartFinancial in connection with any action, including the collection filing of any lawsuit, taken to collect payment of such overdue amountamounts, and (ii) Raindance shall pay to West together with interest on the amount of any such overdue amount (for amounts unpaid at the prime lending rate prevailing during such period commencing as of published in The Wall Street Journal, calculated on a daily basis from the date such overdue amount was originally amounts were required to be paid and ending on until the date such overdue amount of actual payment. The termination fees and other amounts payable by the Foothills 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 SmartFinancial in the event this Agreement is actually paid terminated under the circumstances described in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidSections 9.3(a)-(c).

Termination Fee. (a1) In The Borrowers may terminate all of the event that Facility in whole (Abut not in part) at any time prior to the third anniversary of the Closing Date if: (i) either Party shall the Borrowers provide the Lender with not less than thirty (30) days’ prior written notice of its intention to terminate this Agreement the Facilities, and (ii) the Borrowers repay in full all outstanding Obligations, together with all accrued and unpaid interest thereon, all accrued and unpaid commitment fees and all other fees due hereunder (including any prepayment fee payable pursuant to Section 6.1(c)(ii3.12(2)) to the Maturity Date, and (iii) all outstanding Letters of Credit and Hedging Arrangements are terminated to the satisfaction of the Lender, or the obligations pursuant to all such Letters of Credit and Hedging Arrangements are cash collateralized or otherwise secured in such form and in such amount as is satisfactory to the Lender, acting reasonably. (2) If the Borrowers terminate the Facility prior to the third anniversary of the Closing Date, or if all or any of the Obligations are declared due and payable pursuant to Article 13, the Borrowers shall pay a prepayment fee to the Lender, as liquidated damages for the loss of bargain and not as a penalty, in an amount equal to (i) three percent (3%) of the aggregate Commitments under the Facility, if such termination or declaration occurs on or prior to the first anniversary of the Closing Date, or (ii) West shall terminate this Agreement pursuant two percent (2%) of the aggregate Commitments under the Facility, if such termination or declaration occurs after the first anniversary of the Closing Date, but on or prior to Section 6.1(e)(i)the second anniversary of the Closing Date, or (iii) West zero percent (0%) of the aggregate Commitments under the Facility, if such termination or declaration occurs after the second anniversary of the Closing Date. (3) Notwithstanding the foregoing, the Borrowers shall terminate this Agreement not be obligated to pay any prepayment fee that would otherwise be payable pursuant to Section 6.1(b3.12(2) on if the basis Borrowers terminate the Facility as a result of a material breach by Raindance of Section 4.4 or 4.9, (Ba) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation transfer of such Acquisition Proposal Facility to another division of Bank of Montreal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available funds. (b) In any increase by the event that West shall terminate this Agreement pursuant Lender to Section 6.1(e)(ii), Raindance shall pay to West 100% of PACA Priority Payables being excluded from the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available fundsBorrowing Base. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.

Termination Fee. (a) In the event that (AUpon termination of this Agreement due to an Event of Default by Owner or by Owner in contravention of this Agreement or in those other circumstances provided in Articles 15.02(e) (i) either Party shall terminate this Agreement pursuant failure to Section 6.1(c)(iicomplete reconstruction after casualty), or 16.02(b) (iifailure to complete reconstruction after condemnation) West shall terminate this Agreement pursuant and 21.03 (transfer to Section 6.1(e)(iNon-Qualified Person), or Owner shall, in addition to all other amounts due and payable hereunder, pay to Manager a fee (iiithe "Termination Fee") West as set forth below as liquidated damages for its default. Owner's obligation to pay for all indemnification and defense claims (subject to Articles 14.01(c) and 14.02), to maintain insurance after termination (with respect to occurrences before termination) and to pay for all costs of operating the Casino prior to termination shall terminate this Agreement pursuant be in addition to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date and shall survive termination of this Agreement and prior payment of the Termination Fee. The Termination Fee that shall be payable by Owner to such Manager in the event of, and at the time of, termination there of this Agreement due to any Event of Default by Owner and in certain other circumstances provided for in this Agreement shall have been publicly announced be an Acquisition Proposal that has not been formally withdrawn or abandoned prior amount equal to such three (3) times the average amount of annual Management Fees earned in the twenty-four (24) Fiscal Months preceding termination, but, until the end of the third full Fiscal Year following the date hereof, not less than THIRTY TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS 51 57 ($32,500,000), increased by the percentage increase in the CPI occurring between the date hereof and (C) within 12 months following the date of termination. Notwithstanding the foregoing, if any default or event, action or omission by Owner giving rise to a termination by Manager results solely from an action or omission of Manager's Affiliate in its capacity as shareholder of Owner, or the action or omission of the directors of Owner elected by Manager's Affiliate, Manager shall not in any such termination an Acquisition Proposal is consummated or event receive 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of 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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 such Event of such overdue amountDefault or resulting termination. OWNER RECOGNIZES AND AGREES THAT IF THIS AGREEMENT IS TERMINATED FOR THE REASONS SPECIFIED HEREIN AS ENTITLING MANAGER TO RECEIVE A TERMINATION FEE, and (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidMANAGER WOULD SUFFER AN ECONOMIC LOSS BY VIRTUE OF THE RESULTING LOSS OF MANAGEMENT FEES WHICH WOULD OTHERWISE HAVE BEEN EARNED UNDER THIS AGREEMENT. BECAUSE SUCH FEES VARY IN AMOUNT DEPENDING ON THE GROSS REVENUES EARNED AT THE CASINO AND ACCORDINGLY WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN WITH CERTAINTY, THE PARTIES AGREE THAT THE TERMINATION FEE PROVIDED IN THIS AGREEMENT HAS BEEN DETERMINED TO CONSTITUTE A REASONABLE ESTIMATE OF LIQUIDATED DAMAGES TO MANAGER. IT IS AGREED THAT MANAGER SHALL NOT BE ENTITLED TO MAINTAIN A CAUSE OF ACTION AGAINST OWNER FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT OR ACTUAL DAMAGES IN EXCESS OF THE TERMINATION FEE IN ANY CONTEXT WHERE THE TERMINATION FEE IS PROVIDED BY THIS AGREEMENT TO BE MANAGER'S REMEDY, AND RECEIPT OF SUCH FEE TOGETHER WITH ALL OTHER AMOUNTS DUE AND PAYABLE BY OWNER TO MANAGER WITH RESPECT TO EVENTS OCCURRING PRIOR TO OR IN CONNECTION WITH THE TERMINATION OF THIS AGREEMENT AND MANAGER'S CONTINUING RIGHT TO INSURANCE COVERAGE, INDEMNIFICATION FOR PRE- AND POST-TERMINATION OCCURRENCES, AND PROTECTION OF ITS PROPRIETARY SYSTEM MARKS BY INJUNCTIVE AND OTHER APPROPRIATE RELIEF SHALL BE MANAGER'S SOLE REMEDY AGAINST OWNER IN ANY SUCH CASE.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii), or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate SBC terminates this Agreement pursuant to Section 6.1(b) on the basis ), as a result of a material willful breach of a covenant or agreement by Raindance of Section 4.4 the Company, or 4.9pursuant to Sections 6.1(e)(i) or 6.1(e)(ii), (B) at any time after the date of this Agreement and prior to such termination 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 (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 the Company with respect to an Acquisition Proposal, Raindance the Company shall pay West Seacoast the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or Business Days after the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposalit becomes payable pursuant hereto, by wire transfer of immediately available funds. (b) In the event that West shall terminate SBC terminates this Agreement pursuant to Section 6.1(e)(ii6.1(e)(iii), Raindance the Company shall pay to West Seacoast the Termination Fee within five business days Business Days after the date this Agreement is terminated, by wire transfer of immediately available funds. (c) . In the event that Raindance shall terminate Holding terminates this Agreement pursuant to Section 6.1(f), then Raindance the Company shall pay West to Seacoast the Termination Fee on the date this Agreement is terminated, by wire transfer of immediately available funds. (dc) Raindance 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, West Seacoast would not enter into this Agreement. In the event that Raindance the Company fails to pay if and when due any amount payable under this Section 7.4, then (i) Raindance the Company shall reimburse West 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) Raindance the Company shall pay to West Seacoast interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to five percent (5%) over the Prime Rate “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 its obligations under this Agreement, including Sections 4.5 and 4.12, then the payment of the 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 rising out of the circumstances giving rise to such termination of this Agreement under Section 7.4(a) or 7.4(b). In no event shall the Company be required to pay the Termination Fee on more than one occasion.

Termination Fee. If this Agreement is terminated by Stratosphere pursuant to Section 9.4(b) of this Agreement prior to the commencement of the Chapter 11 Case, and Grand has not breached any of its obligations under this Agreement in any material respect, then (a) In Stratosphere shall pay to Grand, prior to the event commencement of the Chapter 11 Case, a termination fee of $2,000,000 (the "Termination Fee") in consideration for Grand's release of Stratosphere's obligations under this Agreement and as reimbursement for Grand's costs and expenses incurred in conjunction with this Restructuring; and (b) Stratosphere and the Noteholders shall release and terminate (or cause to be released and terminated) Grand's obligations under the Standby Equity Commitment. If this Agreement is terminated by Stratosphere pursuant to Section 9.4(b) of this Agreement following the commencement of the Chapter 11 Case, or if a competing plan of reorganization supported by a party other than Grand (excluding affiliates of Grand) is confirmed by the Bankruptcy Court and Grand has not breached any of its obligations under this Agreement in any material respect, then Stratosphere shall pay to Grand the Termination Fee and obtain an order of the Bankruptcy court rejecting and terminating the Standby Equity Commitment. Within 15 days following the commencement of the Chapter 11 Case, Stratosphere shall request that (A) the Bankruptcy Court approve the provisions of Section 9.4 and 9.5 of this Agreement. Stratosphere and Gaming Corp. shall not be entitled to accept an Alternative Transaction unless such Alternative Transaction provides for consideration to Stratosphere, Gaming Corp., and their respective creditors and equity holders in an amount at least equivalent to the sum of (i) either Party shall terminate this Agreement pursuant the amount of consideration to Section 6.1(c)(ii)be provided to Stratosphere, or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such terminationGaming Corp., and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into their respective creditors and equity holders 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of 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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 Grand in connection with the collection of such overdue amountRestructuring, and plus (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidTermination Fee.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate If Parent or Independence terminates this Agreement pursuant to Section 6.1(c)(ii)9.1(c)(iii) of this Agreement, then Independence shall, on the date of termination, reimburse Parent in an amount equal to the Parent Expenses. The Parent Expenses shall be paid to Parent in same day funds. Independence hereby waives any right to set-off or counterclaim against such amount. (b) If Parent terminates this Agreement pursuant to Sections 9.1(b) or (iie) West shall terminate of this Agreement or Independence terminates this Agreement pursuant to Section 6.1(e)(i)9.1(f) of this Agreement, or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) then Independence shall, on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and pay to Parent the sum of $500,000 (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”). The Termination Fee within five business days of the earlier of the consummation of shall be paid to Parent in same day funds. Independence hereby waives any right to set-off or counterclaim against such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of 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 this Agreement is terminated, by wire transfer of immediately available fundsamount. (c) In the event that Raindance (i) an Acquisition Proposal with respect to Independence shall terminate have been communicated to or otherwise made known to the shareholders, senior management or board of directors of Independence, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to Independence after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Independence or Parent pursuant to Section 6.1(f9.1(d) (if the Requisite Independence Shareholder Vote has not theretofore been obtained), (B) by Parent pursuant to Section 9.1(b), or (C) by Independence or Parent pursuant to Section 9.1(c)(iii), and (iii) prior to the date that is twelve (12) months after the date of such termination, Independence consummates an Acquisition Transaction or enters into an Acquisition Agreement that is ultimately consummated, then Raindance Independence shall on the date an Acquisition Transaction is consummated, pay West Parent a fee equal to the Termination Fee on the date this Agreement is terminated, by wire transfer of immediately available in same day funds. Independence hereby waives any right to set-off or counterclaim against such amount. (d) Raindance hereby acknowledges The Parties acknowledge that the agreements contained in this Section 7.4 Article 9 are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, West Parent would not enter into this Agreement. In the event that Raindance ; accordingly, if Independence fails to pay when due promptly any amount reimbursement or fee payable under by it pursuant to this Section 7.49.3, then (i) Raindance Independence shall reimburse West for all pay to Parent its reasonable costs and expenses (including disbursements and reasonable fees of counselattorneys’ fees) incurred in connection with the collection of collecting such overdue amountreimbursement or fee, and (ii) Raindance shall pay to West together with interest on such overdue the amount of the fee at the prime annual rate of interest (for as published in The Wall Street Journal) plus 2% as the period commencing as of same is in effect from time to time from the date such overdue amount payment was originally required to be paid and ending on due under this Agreement until the date of payment. The Parties further acknowledge that the damages and costs to Parent if Parent terminates this Agreement pursuant to Section 9.1(b) or (e) or Independence terminates this Agreement pursuant to Section 9.1(f) are not susceptible to precise measurement. The Parties hereby agree that the Termination Fee is not a penalty, but rather, a good-faith estimate of the amount necessary to compensate Parent for its actual damages and costs in connection with such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidtermination.

Termination Fee. “For purposes of determining compliance with the covenants set forth in this Section 14, any income recognized by Borrower or its Subsidiaries after June 30, 2010, in connection with a refund or reversal of an accrual of a $2,775,000 termination fee in connection with a joint venture transaction with the Tangshan Caofeidian Investment Corporation (whether as a result of a voluntary waiver of such fee, a restructuring of the joint venture transaction or otherwise) shall be excluded from the net income of Borrower and its Subsidiaries for purposes of determining the EBITDA of Borrower and its Subsidiaries.” 5. Borrower shall pay an amendment and waiver fee to Lender in the amount of $5,000. Borrower shall pay all expenses, including attorney fees, which Lender incurs in connection with the preparation of this Amendment and any related documents. All such fees and expenses maybe charged against Borrower’s loan account 6. To induce Lender to enter into this Amendment, Obligors make the following representations and warranties: (a) In Each recital, representation and warranty contained in this Amendment, in the event that (A) (i) either Party shall terminate Agreement as amended by this Agreement pursuant to Section 6.1(c)(ii)Amendment and in the Other Agreements, or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis is true and correct as of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement Amendment and prior does not omit to state a material fact required to make such termination there shall have been publicly announced an Acquisition Proposal that has recital, representation or warranty not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available funds.misleading; and (b) In Other than the Specific Event of Default, no Event of Default or event that West shall terminate this which, with the passage of time or the giving of notice or both, would constitute an Event of Default has occurred and is continuing under the Agreement pursuant to Section 6.1(e)(ii)or any of the Other Agreements. 7. Each Obligor waives any and all defenses, Raindance shall pay to West the Termination Fee within five business days after claims, counterclaims and offsets against Lender which may have arisen or accrued through the date of this Agreement is terminatedAmendment. Each Obligor acknowledges that Lender and its employees, by wire transfer of immediately available fundsofficers, agents and attorneys have made no representations or promises except as specifically reflected in this Amendment and in the written agreements which have been previously executed. (c) In 8. Each Obligor represents and warrants to Lender that this Amendment has been approved by all necessary corporate action, and the event individual signing below represents and warrants that Raindance shall terminate this Agreement pursuant he or she is fully authorized to Section 6.1(f), then Raindance shall pay West the Termination Fee on the date this Agreement is terminated, by wire transfer of immediately available fundsdo so. (d) Raindance 9. This Amendment shall not become effective until this Amendment and the Guarantors’ Acknowledgement attached hereto have been fully executed by all parties hereto or thereto and delivered to Lender. 10. Except as expressly amended hereby acknowledges that the agreements contained and by any other supplemental documents or instruments executed by either party hereto in this Section 7.4 are an integral part of order to effectuate the transactions contemplated by this Amendment, the Agreement and thatall Exhibits thereto are ratified and confirmed by Obligors and Lender and remain in full force and effect in accordance with their terms. 11. This Amendment may be executed in any number of counterparts, without these agreementseach of which shall be an original, West would not enter into this Agreementbut all of which, taken together, shall constitute one and the same 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 amountThis Amendment may be delivered by facsimile, and (ii) Raindance shall pay to West interest on such overdue amount (for when so delivered will have the period commencing same force and effect as delivery 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 the Prime Rate in effect on the date such overdue amount was originally required to be paidan original signature.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate If Parent terminates this Agreement pursuant to Section 6.1(c)(ii), 9.1(e) of this Agreement or (ii) West shall terminate Signature Bank terminates this Agreement pursuant to Section 6.1(e)(i)9.1(f) of this Agreement, then Signature Bank shall, on the date of termination, pay to Parent the sum of $1,600,000 prior to the termination or (iii) West shall terminate abandonment of this Agreement pursuant to Section 6.1(b) on 9.1 (the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the “Termination Fee”). The Termination Fee within five business days of the earlier of the consummation of shall be paid to Parent in same day funds. Signature Bank hereby waives any right to set-off or counterclaim against such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsamount. (b) In the event that West (i) an Acquisition Proposal with respect to Signature Bank shall terminate 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 6.1(e)(ii9.1(d) (if the Requisite Signature Bank Shareholder Vote has not theretofore been obtained), Raindance (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 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 date an Acquisition Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Parent a fee equal to West the Termination Fee within five business days after in same day funds. For the date this Agreement is terminatedavoidance of doubt, by wire transfer of immediately available fundsParent 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) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 The Parties acknowledge that the agreements contained in this Section 7.4 Article 9 are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, West Parent would not enter into this Agreement. In the event that Raindance ; accordingly, if Signature Bank fails to pay when due promptly any amount fee payable under by it pursuant to this Section 7.49.3, then (i) Raindance Signature Bank shall reimburse West for all pay to Parent its reasonable costs and expenses (including disbursements and reasonable fees of counselattorneys’ fees) incurred in connection with the collection of collecting such overdue amountTermination Fee, and (ii) Raindance shall pay to West together with interest on such overdue the amount of the fee at the prime annual rate of interest (for as published in The Wall Street Journal) plus 2% as the period commencing as of same is in effect from time to time from the date such overdue amount payment was originally required to be paid and ending on due under this Agreement until the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidof payment.

Termination Fee. If the Term Loans are prepaid by Borrowers in whole or in part on or before the second anniversary of the Closing Date either (i) voluntarily by Borrowers (whether due to a termination by Borrowers under Section 11.1 or pursuant to Section 2.12) or (ii) as the result of or in connection with a Change of Control (including without limitation under Section 2.13(a)), then Borrowers shall pay Agent, for the ratable benefit of Lenders (in addition to the outstanding principal, accrued interest and other Obligations owing pursuant to the terms of this Agreement and any other Loan Document), a termination fee (the “Termination Fee”) for the loss of bargain and not a penalty, shall be due and payable simultaneously with the voluntary or mandatory prepayment of the Term Loan to which such Termination Fee relates and shall be calculated as follows (it being understood and agreed that no Termination Fee is payable in connection with any other event, including, without limitation, in connection with any mandatory prepayment made pursuant to Sections 2.13(b) or (c) hereof): (a) In the event of a Change of Control that (A) occurs on or prior to the first anniversary of the Closing Date, (i) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii), or 2.0% of the amount of the Term A Loan prepaid and (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) a Yield Maintenance Fee on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days amount of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available funds.Term B Loan prepaid; (b) In the event of a Change of Control 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 occurs after the date this Agreement is terminatedfirst anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date, by wire transfer (i) 1.0% of immediately available funds.the amount of the Term A Loan prepaid and (ii) 2.0% of the amount of the Term B Loan prepaid; or (c) In the event that Raindance shall terminate this Agreement of any voluntary prepayment of the Term Loans by Borrowers in whole or in part on or before the second anniversary of the Closing Date (due to a termination by Borrowers under Section 11.1 or pursuant to Section 6.1(f2.12), 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 2.0% of counsel) incurred in connection with the collection amount of such overdue amount, the Term A Loan prepaid and (ii) Raindance shall pay to West interest a Yield Maintenance Fee on such overdue the amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidTerm B Loan prepaid.

Termination Fee. To compensate Sterling for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by Sterling, the Company and Sterling agree as follows: (a) In Provided that neither Sterling nor Merger Sub shall be in material breach of its obligations under this Agreement (which breach has not been cured promptly following receipt of written notice thereof by the event that Company specifying in reasonable detail the basis of such alleged breach), the Company shall pay to Sterling the sum of $400,000 (A) the "Termination Fee"), if this Agreement is terminated (i) either Party shall terminate this Agreement pursuant to by the Company under the provisions of Section 6.1(c)(ii10.1(e), or (ii) West shall terminate by either Sterling or the Company under the provisions of Section 10.1(f) due to the failure of the Company's shareholders to approve and adopt this Agreement pursuant and the Merger, if at the time of such failure to Section 6.1(e)(i)so approve and adopt this Agreement and the Merger there shall exist an Acquisition Proposal with respect to the Company and, within nine months of the termination of this Agreement, the Company enters into a definitive agreement with any third party with respect to any Acquisition Proposal with respect to the Company or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on by Sterling under the basis of a material breach by Raindance provisions of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available funds10.1(g). (b) In the event that West Any payment required by clauses (i) and (iii) of paragraph (a) of this Section 8.14 shall terminate become payable within two Business Days after termination of this Agreement pursuant to Section 6.1(e)(ii), Raindance shall pay to West Agreement. Any payment of the Termination Fee required by clause (ii) of paragraph (a) of this Section 8.14 shall become payable within five business days after two (2) Business Days of the date this Agreement is terminated, by wire transfer of immediately available fundsCompany's entry into the definitive agreement referred to in clause (ii). (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 The Company acknowledges that the agreements contained in this Section 7.4 8.14 are an integral part of the transactions contemplated by in this Agreement Agreement, and that, without these agreements, West Sterling would not enter into this Agreement. In ; accordingly, if the event that Raindance Company fails to promptly pay the Termination Fee when due any amount payable under this Section 7.4due, then (i) Raindance the Company shall reimburse West for in addition thereto pay to Sterling all costs and expenses (including fees and disbursements and reasonable fees of counsel) incurred in connection collecting such Termination Fee, together with the collection of such overdue amount, and (ii) Raindance shall pay to West interest on such overdue the amount of the Termination Fee (for the period commencing as of or any unpaid portion thereof) from the date such overdue amount payment was originally required to be paid and ending on made until the date such overdue amount payment is actually paid received by Sterling at the prime rate as reported in full) at a rate per annum equal to the Prime Rate The Wall Street Journal as in effect on the date from time to time during such overdue amount was originally required to be paidperiod.

Termination Fee. (a) In the event that (A) (i) either Party any person or group shall have made an Old HomePlace Alternative Proposal and Old HomePlace desires to terminate this Agreement pursuant to Section 6.1(c)(ii10.01(g), or (ii) West shall as a condition precedent to Old HomePlace's ability to so terminate this Agreement pursuant Agreement, Old HomePlace shall pay to Section 6.1(e)(i)Waccamaw, or in immediately available funds, a termination fee (iiithe "Termination Fee") West shall terminate this Agreement pursuant of $2,000,000 plus an amount equal to Section 6.1(b) on all reasonable documented out-of-pocket expenses and fee actually incurred by Waccamaw with respect to the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after period up to the date of termination in connection with this Agreement and prior to the transactions contemplated hereby. The parties hereto hereby agree that any such termination there shall have been publicly announced an Acquisition Proposal that fee paid or payable as aforesaid is in the nature of liquidated damages and is in lieu of any other payments or damages hereunder, unless Old HomePlace has not been formally withdrawn otherwise materially breached any of its representations, warranties, covenants or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement agreements set forth in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsthis Agreement. (b) In the event that West shall terminate an Old Homeplace Alternative Proposal is made or revived by a third party after the date of this Agreement and thereafter Old HomePlace or New HomePlace terminates this Agreement pursuant to Section 6.1(e)(ii10.01(b)(i) and, within four (4) months of such termination, Old HomePlace or New HomePlace enters into a definitive agreement with respect to such Old HomePlace Alternative Proposal or another transaction with the third party that made such Old HomePlace Alternative Proposal or an Affiliate of such third party, simultaneously with the consummation of any transaction contemplated by such Old HomePlace Alternative Proposal (as the same may be amended by any of the parties involved in such Old HomePlace Alternative Proposal), Raindance Old HomePlace shall pay to West Waccamaw the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of in immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(f), then Raindance shall pay West the Termination Fee on the date If this Agreement is terminatedterminated because the Plan shall have been voted upon and the requisite number and amount of holders of claims in each class of claims provided for in the Plan entitled to vote shall have failed to accept the Plan and the Plan is 63 - 57 - not otherwise confirmed under Section 1129(b) of the Bankruptcy Code and, by wire transfer (i) prior to such termination, the Bankruptcy Court shall have ratified and approved Old HomePlace's execution and delivery of immediately available funds. (d) Raindance hereby acknowledges that the agreements contained in this Section 7.4 are an integral part of Agreement and authorized Old HomePlace to take all actions reasonably necessary to consummate 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, hereby and (ii) Raindance after the date of this Agreement, an Old HomePlace Alternative Proposal shall have been made or revived and shall not have been publicly withdrawn by a third party as of the time of such termination, in the event that Old HomePlace shall, within four (4) months of such termination, enter into a definitive agreement with respect to such Old HomePlace Alternative Proposal or another transaction with the third party that made the Old HomePlace Alternative Proposal or an Affiliate of such third party, simultaneously with the consummation of any transaction contemplated by such Old HomePlace Alternative Proposal, Old HomePlace shall pay to West interest on Waccamaw the Termination Fee in immediately available funds; provided, however, that no such overdue amount (for fee shall be paid or payable if, at the period commencing as time of the date termination of this Agreement as aforesaid, Waccamaw shall have been in material breach of this Agreement, including under Section 6.04. The parties hereby agree that any such overdue amount was originally required to be fee paid or payable as aforesaid is in the nature of liquidated damages and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidlieu of any other payments or damages hereunder.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate If CFC or FOFC terminates this Agreement pursuant to under Section 6.1(c)(ii6.1(f), or (ii) West by reason of FOFC having agreed to enter into a Superior Competing Proposal, FOFC shall terminate this Agreement pursuant pay CFC a termination fee in an amount equal to Section 6.1(e)(i)2.5% of the Merger Consideration, or (iii) West the value of which shall terminate this Agreement pursuant to Section 6.1(b) be computed as if the Closing occurred on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of the termination. Amounts payable under this Agreement and prior to such termination there Section 6.3, shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposalbe paid without setoff, by wire transfer of immediately available funds. , to an account specified by CFC, not later than three (b3) 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 following the date this Agreement is terminated, adoption by wire transfer the FOFC board of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(f), then Raindance shall pay West the Termination Fee on the date this Agreement is terminated, by wire transfer directors of immediately available funds. (d) Raindance hereby a resolution approving or adopting a Superior Competing Proposal. FOFC acknowledges that the agreements expense payment and termination fee contained in this Section 7.4 are 6.3 is an integral part of the transactions contemplated by this Agreement hereby and that, without these agreementsprovisions, West CFC would not enter into this Agreement. In The parties agree that the event termination fee is fair and reasonable in the circumstances. If a court of competent jurisdiction shall nonetheless, by a final, nonappealable judgment, determine that Raindance fails to pay when due the amount of any such termination fee exceeds the maximum amount payable under this Section 7.4permitted by law, then (i) Raindance shall reimburse West for all costs and expenses (including disbursements and reasonable fees of counsel) incurred in connection with the collection amount of such overdue amounttermination fee shall be reduced to the maximum amount permitted by law in the circumstances, as determined by such court of competent jurisdiction. Conditions Conditions to FOFC's Obligations. The obligations of FOFC hereunder shall be subject to satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by FOFC pursuant to Section 8.6: All action required to be taken by or on the part of, CFC and Chemung Bank to authorize the execution, delivery and performance of this Agreement and the Bank Plan of Merger, respectively, and (ii) Raindance the consummation of the transactions contemplated hereby and thereby, shall pay have been duly and validly taken by CFC and Chemung Bank and FOFC shall have received certified copies of the resolutions evidencing such authorizations; The obligations of CFC required by this Agreement to West interest on such overdue amount (for be performed by CFC at or prior to the period commencing Closing Date shall have been duly performed and complied with in all material respects and the representations and warranties of CFC set forth in this Agreement shall be true and correct in all material respects, as of the date such overdue amount was originally required of this Agreement, and as of the Closing Date as though made on and as of the Closing Date, except as to any representation or warranty which: (i) specifically relates to an earlier date; or (ii) where the facts which cause the failure of any representation or warranty to be paid so true and ending correct would not, either individually or in the aggregate, constitute a Material Adverse Effect on the date such overdue amount is actually paid assets, business, financial condition or results of operation of CFC and Chemung Bank taken as a whole; FC and FOFC shall have received all approvals of Regulatory Authorities of the Merger and the Bank Merger; and all notice and waiting periods required under applicable Law shall have expired or been terminated; There shall not be in full) at effect any order, decree or injunction of a rate per annum equal Governmental Entity which enjoins or prohibits consummation of the Merger or the Bank Merger; CFC shall have delivered to FOFC a certificate, dated the Closing Date and signed, without personal liability, by its president, to the Prime Rate effect that the conditions set forth in effect on subsections (a) through (d) of this Section 7.1 have been satisfied, to the date such overdue amount was originally best Knowledge of the president; FOFC shall have received an opinion of H▇▇▇▇▇, ▇▇▇▇▇▇ & K▇▇▇▇▇▇, LLP, counsel to CFC, dated the Closing Date, in form and substance reasonably satisfactory to FOFC and its counsel; This Agreement shall have been approved in accordance with applicable Law by the holders of the outstanding shares of FOFC Common Stock entitled to vote thereon; and CFC shall have provided evidence to FOFC of satisfactory insurance coverage for the directors and officers of FOFC and Capital Bank as required to be paidby Section 5.9(a).

Termination Fee. (ai) Borrowers may prepay the outstanding balance of the Term Loan in whole or in part at any time upon not less than ten (10) days’ prior written notice to Lender, provided that (x) any such prepayment shall be accompanied by accrued interest on the amount so prepaid to the date of such prepayment, and (y) in the case of any prepayment of the Term Loan in whole (a “Termination Payment”), Borrowers shall unconditionally be obligated to pay at the time of such Termination Payment, a fee (the “Termination Fee”) in an amount equal to the applicable Termination Fee Percentage of the aggregate of the amount of such Termination Payment plus all other prepayments of principal on account of the applicable Term Loan during the six (6) month period ending on the date of such Termination Payment. Borrowers acknowledge that the Termination Fee is an estimate of Lender’s damages in the event of early payment of the Term Loan and is not a penalty. Any amounts prepaid on account of the Term Loan may not be reborrowed hereunder. (ii) The Borrowers shall have the right to reduce or terminate, in whole or in part, either or both of the Revolving Credit Commitment and the Term Loan Commitment voluntarily at any time and from time to time, upon not less than ten (10) days prior written notice to Lender, provided that, in the case of a reduction in the Revolving Credit Commitment, Borrowers shall unconditionally be obligated to pay on the effective date of any such reduction or termination, a Termination Fee in an amount equal to the following percentage of the amount of the reduction in the Revolving Credit Commitment: (A) three percent (3.0%), if such reduction or termination occurs on or prior to the first anniversary of the date of this Agreement; (B) two and one-half percent (2.5%) if such reduction or termination occurs after the first anniversary of the date of this Agreement, but on or prior to the second anniversary of the date of this Agreement; (C) two percent (2.0%) if such reduction or termination occurs after the second anniversary of the date of this Agreement but on or prior to the third anniversary of the date of this Agreement; and (D) one percent (1%) if such reduction or termination occurs after the third anniversary of the date of this Agreement but prior to the Revolving Credit Maturity Date. Any such voluntary reduction or termination shall be effective on the date set forth in the notice provided by Borrowers to Lender and the applicable Termination Fee (if any) is paid by Borrowers to the Lender. If the Borrowers reduce the Revolving Credit Commitment to an amount that is less than the outstanding principal amount of the Advances outstanding on the date of such reduction, then Borrowers shall repay the Advances in the amount of such excess, together with accrued interest on the principal amount so repaid. If the Borrowers reduce the Term Loan Commitment to an amount that is less than the outstanding principal amount of the Term Advances outstanding on the date of such reduction, then Borrowers shall repay the Term Advances in the amount of such excess, together with accrued interest on the principal amount so repaid, and the applicable Termination Fee (if any) payable pursuant to Section 2.5(c)(i). (iii) In the event that Borrowers shall elect to terminate the Credit Facilities in whole prior to the Revolving Credit Maturity Date, all Obligations shall be immediately due and payable upon the termination date stated in any notice of termination. Lender shall retain its liens in the Collateral and all of its rights and remedies under the Loan Documents notwithstanding such termination until Borrowers have paid the Obligations to Lender, in full (A) other than contingent indemnity and expense reimbursement obligations for which no claim has been made), in immediately available funds, together with the applicable Termination Fee, if any. In connection with any termination of the Credit Facilities in whole, the Lender may, in its reasonable discretion, (i) either Party shall terminate this Agreement pursuant require a written agreement executed by Borrowers indemnifying Lender from any loss or damage Lender may incur as a result of dishonored checks or other items of payment received by lender from Borrowers or any Obligor and applied to Section 6.1(c)(ii)the Obligations, or (ii) West shall terminate this Agreement pursuant retain such monetary reserves for such period of time as Lender, in its reasonable discretion, may deem necessary to Section 6.1(e)(i), protect Lender from any such loss or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsdamage. (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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.

Termination Fee. (a) In CVBG shall promptly pay to GCBS a termination fee equal to $5.0 million (the event that (ATermination Fee”) in immediately available federal funds if this Agreement is terminated as follows: (i) either Party if GCBS shall terminate this Agreement pursuant to Section 6.1(c)(ii8.1(h), or then CVBG shall pay the Termination Fee on the business day following such termination; (ii) West if (A) either party shall terminate this Agreement pursuant to Section 6.1(e)(i)8.1(d) because the required CVBG shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the CVBG Shareholders Meeting a bona fide Acquisition Transaction, as defined below, shall have been publicly announced or otherwise communicated to the Board of Directors of CVBG (a "Public Proposal") that has not been withdrawn prior to such date. (iii) West if (A) either party shall terminate this Agreement pursuant to Section 6.1(b8.1(c) on the basis of a material breach by Raindance of or GCBS shall terminate this Agreement pursuant to Section 4.4 8.1(e) or 4.9(f), (B) at any time after the date of this Agreement and prior to before such termination there shall have been publicly announced an Acquisition a Public Proposal with respect to CVBG that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following the occurrence of 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 Public Proposal, Raindance CVBG shall pay West have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the Termination Fee within five business days failure of the earlier Effective Time to occur prior to the termination of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsthis Agreement. (b) In If CVBG fails to pay all amounts due to GCBS under Section 8.3 on the event that West shall terminate this Agreement pursuant to Section 6.1(e)(ii)dates specified, Raindance then CVBG shall pay all costs and expenses (including legal fees and expenses) incurred by GCBS in connection with any action or proceeding (including the filing of any lawsuit) taken by it to West collect such unpaid amounts, together with interest on such unpaid amounts at the Termination Fee within five business days after prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date this Agreement is terminated, such amounts were required to be paid until the date actually received by wire transfer of immediately available fundsGCBS. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 The parties acknowledge that the agreements contained in this Section 7.4 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, West the parties would not enter have entered into this Agreement. In . (d) For purposes of this Agreement, the event that Raindance fails to pay when due any amount payable under this Section 7.4, then term "Acquisition Transaction" shall mean (i) Raindance shall reimburse West for the direct or indirect acquisition, purchase or assumption of all costs and expenses (including disbursements and reasonable fees or a substantial portion of counsel) incurred in connection with the collection assets or deposits of such overdue amountCVBG, and (ii) Raindance shall pay to West interest on such overdue amount the acquisition by any person of direct or indirect beneficial ownership (for the period commencing as including by way of merger, consolidation, share exchange or otherwise) of 10% or more of the date outstanding shares of voting stock of CVBG, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving CVBG, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of CIVITAS immediately prior to such overdue amount was originally required to be paid and ending on transaction own 60% or more of the date voting stock of the surviving entity (or parent thereof) immediately after consummation of such overdue amount is actually paid in fulltransaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) at a rate per annum equal to of the Prime Rate in effect on Exchange Act) holds 20% or more of the date voting stock of the surviving entity (or parent thereof) immediately following consummation of such overdue amount was originally required to be paidtransaction.

Termination Fee. (a) In the event that (A) If (i) either Party shall terminate this Agreement shall be terminated by --------------- Diamond pursuant to Section 6.1(c)(ii), 9.3(a) or by Parent or Diamond pursuant to Section 9.4 and (ii) West Diamond's Board of Directors shall terminate this Agreement pursuant have failed to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on recommend that its stockholders vote in favor of the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date adoption of this Agreement and the approval of the Merger or shall have recommended that the Diamond stockholders vote in favor of an Acquisition Transaction with a party other than Parent (each, an "Acquiring Party"), then Diamond shall pay to Parent a termination fee --------------- equal to $600,000 (the "Termination Fee"). The Termination Fee shall be paid by --------------- wire transfer of immediately available funds to an account designated by Parent within 24 hours after any such termination pursuant to Section 9.3(a) or 9.4, as the case may be. (b) If (i) this Agreement shall be terminated by (x) Parent or Diamond pursuant to Section 9.4 or (y) Diamond pursuant to Section 9.3(a) and Diamond's Board of Directors shall have recommended to its stockholders that such stockholders vote in favor of the adoption of this Agreement and the approval of the Merger and (ii) Diamond consummates an Acquisition Transaction with an Acquiring Party on or prior to the nine month anniversary of the date of any such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn pursuant to Section 9.4 or abandoned prior to such termination9.3(a), 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 Proposalas the case may be, Raindance then Diamond shall pay West to Parent the Termination Fee. 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, shall be paid by wire transfer of immediately available fundsfunds to an account designated by Parent simultaneously with the consummation of such Acquisition Transaction. (bc) In the event that West shall terminate If this Agreement shall be terminated by Parent pursuant to Section 6.1(e)(ii)9.2, Raindance then Diamond shall pay to West Parent the Termination Fee. The Termination Fee within five business days after the date this Agreement is terminated, shall be paid by wire transfer of immediately available fundsfunds to an account designated by Parent within 24 hours after any such termination pursuant to Section 9.2. (cd) In the event that Raindance shall terminate If this Agreement shall be terminated by Diamond pursuant to Section 6.1(f9.3(b), then Raindance Parent shall pay West to Diamond the Termination Fee. The Termination Fee on the date this Agreement is terminated, shall be paid by wire transfer of immediately available fundsfunds to an account designated by Diamond within 24 hours after any such termination pursuant to Section 9.3(b). (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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.

Termination Fee. (a) In the event that (A) the Minimum Offering is satisfied and (i) either Party shall terminate the Company terminates this Agreement without Cause pursuant to Section 6.1(c)(ii)14.1, or (ii) West shall terminate (x) the Company files a Follow-On Registration Statement with the SEC, (y) this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn terminated by the Company or abandoned the Dealer Manager prior to the initial filing of such terminationFollow-On Registration Statement, and (Cz) within 12 months following such termination an Acquisition Proposal the Dealer Manager is consummated or a definitive agreement or letter not offered the opportunity to serve as the Company’s exclusive agent and dealer manager on substantially the same terms as provided in this Agreement in connection with the publicly registered offering of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days Shares of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect Common Stock pursuant to such Acquisition ProposalFollow-On Registration Statement, by wire transfer of immediately available fundsthe Company will pay the Dealer Manager a fee (the “Termination Fee”) as described in Section 14.4(b) below. (b) In The Termination Fee will be in an amount equal to (i) the event that West shall terminate projected Dealer Manager Fees (“Projected Fees”) payable to the Dealer Manager over the five year period following the Termination Date based upon the Company’s NAV allocable to the outstanding Class A Shares and Class B Shares as of the Termination Date (assuming for the purposes of calculating the Projected Fees (A) a reduction in the Projected Fees to account for the documented historical reallowance of Dealer Manager Fees to Participating Broker-Dealers as of the Termination Date and (B) reductions in the Company’s NAV based upon projected Share redemptions in accordance with the documented average Share redemptions over the three-year period prior to the Termination Date), discounted to present value in accordance with (ii) the Discount Rate (WACC) calculated pursuant to Schedule 3 and Schedule 4 to this Agreement. The Termination Fee, if payable, will be paid by the Company to the Dealer Manager within thirty (30) days of, as applicable, (i) the date of the Company’s termination of this Agreement pursuant without Cause or (ii) the date that the events enumerated in subsection (a)(ii) above have all taken place (such date a “Trigger Date”). Notwithstanding the foregoing, the Company shall only be obligated to Section 6.1(e)(ii), Raindance shall pay to West such portion of the Termination Fee within five business days after which does not cause the date this Agreement is terminatedtotal underwriting compensation (as defined in accordance with applicable FINRA rules) paid with respect to the Offering to exceed 10% of the gross proceeds from the sale of Primary Shares as of the applicable Trigger Date; provided, by wire transfer however, that to the extent that not all of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(f), then Raindance shall pay West the Termination Fee on is paid when due pursuant to the date this Agreement is terminatedforegoing, by wire transfer of immediately available funds. the Company shall, within thirty (d30) Raindance hereby acknowledges that the agreements contained in this Section 7.4 are an integral part days of the transactions contemplated by this Agreement and thatend of the Offering Period, without these agreements, West pay the Dealer Manager such additional amount of the Termination Fee that would not enter into this Agreement. In cause the event that Raindance fails total underwriting compensation paid with respect 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 the Offering to exceed 10% of counsel) incurred in connection with the collection gross proceeds from the sale of such overdue amount, and (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing Primary Shares as of the date such overdue amount was originally required to be paid and ending on end of the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidOffering Period.

Termination Fee. (a) In Apple Valley shall pay to New England Bancshares a fee of $350,000 (the event that "New England Bancshares Fee") if this Agreement is terminated as follows: (i) if this Agreement is terminated by New England Bancshares pursuant to Section 7.01(f), then Apple Valley shall pay the New England Bancshares Fee on the second business day following such termination; and (ii) if this Agreement is terminated by (A) (i) either Party shall terminate this Agreement party pursuant to Section 6.1(c)(ii), 7.01(b) or (iiB) West shall terminate this Agreement New England Bancshares pursuant to Section 6.1(e)(i)7.01(e) because of Apple Valley's willful breach of any representation, warranty, covenant or agreement under this Agreement, and in any such case an Acquisition Proposal with respect to Apple Valley shall have been publicly announced or otherwise communicated or made known to Apple Valley's Board of Directors (iii) West or shall terminate this Agreement pursuant have publicly announced, communicated or made known an intention to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (Bmake an Acquisition Proposal) at any time after the date of this Agreement and on or prior to such the date of the Shareholders Meeting, in the case of clause (A), or the date of termination there in the case of clause (B), then Apple Valley shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior pay (x) one third of the New England Bancshares Fee to such termination, and (C) within 12 months New England Bancshares on the second business day following such termination an Acquisition Proposal is consummated or and (y) if within 18 months after such termination Apple Valley enters into a definitive agreement or letter of intent is entered into by Raindance with respect to to, or consummates, an Acquisition Proposal, Raindance then Apple Valley shall pay West the Termination Fee within five business days remainder of the earlier of New England Bancshares Fee on the consummation date of such Acquisition Proposal execution or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect consummation. (b) Any amount that becomes payable pursuant to such Acquisition Proposal, Section 7.02(a) shall be paid by wire transfer of immediately available funds. (b) In the event that West shall terminate this Agreement pursuant funds to Section 6.1(e)(ii), Raindance shall pay an account designated by New England Bancshares in writing to West the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available fundsApple Valley. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 Apple Valley acknowledges that the agreements agreement contained in this Section 7.4 are 7.02(a) is an integral part of the transactions contemplated by this Agreement, that without such agreement by Apple Valley, New England Bancshares would not have entered into this Agreement and that, without these agreements, West would that such amounts do not enter into this Agreementconstitute a penalty. In the event that Raindance If Apple Valley fails to pay when the amounts due any amount payable under this Section 7.47.02(a) with the time periods specified, then (i) Raindance Apple Valley shall reimburse West for all pay the costs and expenses (including disbursements reasonable legal fees and reasonable fees of counselexpenses) incurred by New England Bancshares in connection with any action, including the collection filing of any lawsuit, taken to collect payment of such overdue amountamounts, and (ii) Raindance shall pay to West together with interest on the amount of any such overdue amount (for unpaid amounts at the prime lending rate prevailing during such period commencing as of published in The Wall Street Journal, calculated on a daily basis from the date such overdue amount was originally amounts were required to be paid and ending on until the date such overdue amount is actually paid in fullof actual payment. (d) at a rate per annum equal Notwithstanding anything to the Prime Rate in effect on contrary contained herein, Apple Valley shall be obligated, subject to the date such overdue amount was originally required terms of this Section 7.02, to be paidpay only one New England Bancshares Fee.

Termination Fee. In the event the Merger and the transactions contemplated by this Agreement have not been consummated on or prior to June 30, 1998 or as extended by mutual agreement of the parties hereto (the "Termination Date") and (a) In such failure is the event that result of STI's willful material Breach (Aa "Material Breach Termination"), or, (b) in the alternative, STI (i) either Party shall terminate this Agreement pursuant determines to Section 6.1(c)(iiaccept an Acquisition Proposal at any time prior to the Termination Date (a "Pre-Termination Date Termination"), or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced enters into an Acquisition Proposal that within twelve (12) months from the Termination Date with any party with whom it has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination had discussions regarding an Acquisition Proposal is consummated prior to the Termination Date (or a definitive agreement or letter of intent is entered into by Raindance with respect to any party that initiates an Acquisition Proposal, Raindance shall pay West Proposal subsequent to the Termination Fee within five business days of the earlier of the consummation of such Date to overbid an Acquisition Proposal or initiated prior to the date Termination Date) (a "Post-Termination Date Termination"), STI will pay to OmniAmerica on which Raindance enters into a definitive agreement, letter of intent, agreement the Applicable Date (as defined below) in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, cash by wire transfer of immediately available funds. funds to an account designated by OmniAmerica a termination fee in an amount equal to $4.5 million, plus reasonable documented out-of-pocket expenses (bthe "STI Termination Fee") incurred by OmniAmerica in connection with the transactions contemplated hereby. "Applicable Date" means (i) in the case of a Material Breach Termination or a Pre-Termination Date Termination, concurrently with such termination, or (ii) in the case of a Post-Termination Date Termination, upon consummation of any such Acquisition Proposal. In the event that West shall terminate the Merger and the transactions contemplated by this Agreement pursuant have not been consummated on or prior to Section 6.1(e)(ii)the Termination Date and such failure is the result of OmniAmerica's willful material Breach, Raindance shall OmniAmerica will pay to West the Termination Fee within five business days after the date this Agreement is terminated, STI in cash by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant funds to Section 6.1(f)an account designated by STI a termination fee in an amount equal to $4.5 million, 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 plus reasonable documented out-of-pocket expenses (including disbursements and reasonable fees of counselthe "OmniAmerica Termination Fee") incurred by STI in connection with the collection of transactions contemplated hereby concurrently with such overdue amount, and (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as termination. STI's receipt of the date such overdue amount was originally required to OmniAmerica Termination Fee shall be paid STI's, the Sub's and ending on their Affiliates' sole and exclusive remedy for a willful material breach of the date such overdue amount is actually paid in full) at representations or warranties of OmniAmerica, OmniAmericaSub or OmniPartners. OmniAmerica's receipt of the STI Termination Fee shall be OmniAmerica's, OmniAmericaSub's, OmniPartners' and their Affiliates' sole and exclusive remedy for a rate per annum equal to willful material breach of the Prime Rate in effect on the date such overdue amount was originally required to be paid.representations or

Termination Fee. Buyer shall propose, negotiate, offer to commit and effect (a) In the event that (A) (i) either Party shall terminate this Agreement pursuant and if such offer is accepted, commit to Section 6.1(c)(iiand effect), by consent decree, hold separate order or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i)otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer or, effective as of the Closing, National or their respective Subsidiaries, or (iii) West otherwise shall terminate this Agreement pursuant offer to Section 6.1(b) on take or offer to commit to take any action which it is capable of taking and if the basis offer is accepted, take or commit to take such action that limits its freedom of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance action with respect to, or its ability to an Acquisition Proposalretain, Raindance any of the businesses, services or assets of Buyer, National or their respective Subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any injunction or order described in the foregoing paragraph, or, if no suit has been filed, to effect the resolution of objections or concerns by a Government Entity, which would have the effect of preventing or delaying the Closing beyond the Termination Date. If Buyer fails to take any actions required under the preceding sentence, Buyer shall pay West the Termination Fee within five business days of the earlier of the consummation of or cause to be paid to Sellers, as Sellers' sole and exclusive remedy for such Acquisition Proposal or the date on which Raindance enters into a definitive agreementfailure, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of 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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(f), then Raindance shall pay West the Termination Fee on the fifth Business Day following the date of termination of this Agreement is terminatedAgreement, with the Termination Fee to be allocated among Sellers in proportion to their respective holdings of National Interests as set forth on Exhibit B. For the avoidance of doubt, Buyer shall pay or cause to be paid to Sellers the Termination Fee if Buyer does not take any and all actions necessary in order to ensure that (i) no requirement for a waiver, consent or approval of the FTC, the DOJ, any state attorney general or other Governmental Entity, or expiration or termination of any waiting period; (ii) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, involving such Governmental Entity and (iii) no other matter relating to any antitrust or competition law or regulation would preclude consummation of the Sale by wire transfer of immediately available funds. (d) Raindance hereby acknowledges that the agreements contained Termination Date. Nothing in this Section 7.4 are an integral part 5.10(g) is intended to limit Sellers' remedies for Buyer's failure to fulfill any 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 its other obligations under this Section 7.4, then 5.10(a) through (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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidf).

Termination Fee. (ai) Borrowers may prepay the outstanding balance of Term Loan A and/or Term Loan B in whole or in part at any time upon not less than ten (10) days' prior written notice to Lender, provided that (x) any such prepayment shall be accompanied by accrued interest on the amount so prepaid to the date of such prepayment, and (y) in the case of any prepayment of Term Loan A and/or Term Loan B in whole (a "Termination Payment"), Borrowers shall unconditionally be obligated to pay at the time of such Termination Payment, a fee (the "Termination Fee") in an amount equal to the applicable Termination Fee Percentage of the aggregate of the amount of such Termination Payment plus all other prepayments of principal on account of the applicable Term Loan during the six (6) month period ending on the date of such Termination Payment. Borrowers acknowledge that the Termination Fee is an estimate of Lender's damages in the event of early payment of the Term Loans and is not a penalty. Any amounts prepaid on account of the Term Loans may not be reborrowed hereunder. (ii) The Borrowers shall have the right to reduce or terminate, in whole or in part, either or both of the Revolving Credit Commitment and the Term Loan B Commitment voluntarily at any time and from time to time, upon not less than ten (10) days prior written notice to Lender, provided that, in the case of a reduction in the Revolving Credit Commitment, Borrowers shall unconditionally be obligated to pay on the effective date of any such reduction or termination, a Termination Fee in an amount equal to the following percentage of the amount of the reduction in the Revolving Credit Commitment: (A) three percent (3.0%), if such reduction or termination occurs on or prior to the first anniversary of the date of this Agreement; (B) two and one-half percent (2.5%) if such reduction or termination occurs after the first anniversary of the date of this Agreement, but on or prior to the second anniversary of the date of this Agreement; (C) two percent (2.0%) if such reduction or termination occurs after the second anniversary of the date of this Agreement but on or prior to the third anniversary of the date of this Agreement; and (D) one percent (1%) if such reduction or termination occurs after the third anniversary of the date of this Agreement but prior to the Revolving Credit Maturity Date. Any such voluntary reduction or termination shall be effective on the date set forth in the notice provided by Borrowers to Lender and the applicable Termination Fee (if any) is paid by Borrowers to the Lender. If the Borrowers reduce the Revolving Credit Commitment to an amount that is less than the outstanding principal amount of the Advances outstanding on the date of such reduction, then Borrowers shall repay the Advances in the amount of such excess, together with accrued interest on the principal amount so repaid. If the Borrowers reduce the Term Loan B Commitment to an amount that is less than the outstanding principal amount of the Term Advances outstanding on the date of such reduction, then Borrowers shall repay the Term Advances in the amount of such excess, together with accrued interest on the principal amount so repaid, and the applicable Termination Fee (if any) payable pursuant to Section 2.5(c)(i). (iii) In the event that Borrowers shall elect to terminate the Credit Facilities in whole prior to the Revolving Credit Maturity Date, all Obligations shall be immediately due and payable upon the termination date stated in any notice of termination. Lender shall retain its liens in the Collateral and all of its rights and remedies under the Loan Documents notwithstanding such termination until Borrowers have paid the Obligations to Lender, in full (A) other than contingent indemnity and expense reimbursement obligations for which no claim has been made), in immediately available funds, together with the applicable Termination Fee, if any. In connection with any termination of the Credit Facilities in whole, the Lender may, in its reasonable discretion, (i) either Party shall terminate this Agreement pursuant require a written agreement executed by Borrowers indemnifying Lender from any loss or damage Lender may incur as a result of dishonored checks or other items of payment received by lender from Borrowers or any Obligor and applied to Section 6.1(c)(ii)the Obligations, or (ii) West shall terminate this Agreement pursuant retain such monetary reserves for such period of time as Lender, in its reasonable discretion, may deem necessary to Section 6.1(e)(i), protect Lender from any such loss or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsdamage. (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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.

Termination Fee. (a) In the event that (A) the Minimum Offering is satisfied and (i) either Party shall terminate the Company terminates this Agreement without Cause pursuant to Section 6.1(c)(ii)14.1, or (ii) West shall terminate (x) the Company files a Follow-On Registration Statement with the SEC, (y) this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn terminated by the Company or abandoned the Dealer Manager prior to the initial filing of such terminationFollow-On Registration Statement, and (Cz) within 12 months following such termination an Acquisition Proposal the Dealer Manager is consummated or a definitive agreement or letter not offered the opportunity to serve as the Company’s exclusive agent and dealer manager on substantially the same terms as provided in this Agreement in connection with the publicly registered offering of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days Shares of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect Common Stock pursuant to such Acquisition ProposalFollow-On Registration Statement, by wire transfer of immediately available fundsthe Company will pay the Dealer Manager a fee (the “Termination Fee”) as described in Section 14.4(b) below. (b) In The Termination Fee will be in an amount equal to (i) the event that West shall terminate this Agreement projected Dealer Manager Fees (“Projected Fees”) payable to the Dealer Manager over the five year period following the Termination Date based upon the Company’s NAV allocable to the outstanding Class A Shares and Class B Shares as of the Termination Date (assuming for the purposes of calculating the Projected Fees (A) a reduction in the Projected Fees to account for the documented historical reallowance of Dealer Manager Fees to Participating Broker-Dealers as of the Termination Date and (B) reductions in the Company’s NAV based upon projected Share redemptions in accordance with the documented average Share redemptions over the three-year period prior to the Termination Date), discounted to present value in accordance with (ii) the Discount Rate (WACC) calculated pursuant to Section 6.1(e)(ii)Schedule 3 and Schedule 4 to this Agreement. Notwithstanding anything to the contrary, Raindance shall pay to West the Termination Fee will not be paid to the extent that the payment thereof would cause the total underwriting compensation (as defined in accordance with applicable FINRA rules) paid with respect to the Offering to exceed 10% of the gross proceeds from the sale of Primary Shares. The Termination Fee, if payable, will be paid by the Company to the Dealer Manager within five business thirty (30) days after of, as applicable, the date of the Company’s termination of this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(f), then Raindance shall pay West the Termination Fee on without Cause or the date this Agreement the written notice referenced in subsection (b)(iii) above is terminated, delivered 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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal Company to the Prime Rate in effect on the date such overdue amount was originally required to be paidDealer Manager.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate this Agreement pursuant of a termination of the Available Amount prior to Section 6.1(c)(ii)the Stated Expiration Date, or (ii) West shall terminate this Agreement pursuant if the Available Amount is permanently reduced to Section 6.1(e)(i)zero prior to the Stated Expiration Date, the District hereby agrees to pay, or (iii) West shall terminate this Agreement pursuant cause to Section 6.1(b) on be paid, to the basis of a material breach by Raindance of Section 4.4 or 4.9Bank, in immediately available funds, (Bx) at any time after all fees, expenses and other obligations due under the February , 2012 Agreement and hereunder through the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (Cy) within 12 months following an amount equal to the Commitment Fee payable pursuant to paragraph (a) hereof (based upon the Available Amount in effect to the date of termination) through the Stated Expiration Date, less the actual amount of Commitment Fees the District has previously paid to the Bank during such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect period pursuant to an Acquisition Proposalparagraph (a) hereof (the “Termination Fee”). Notwithstanding the foregoing, Raindance shall the District will not be required to pay West the Termination Fee within five business days as described hereinabove if ▇▇▇▇▇’▇ shall have withdrawn or reduced the short-term rating of the earlier Bank below “P-1” or S&P shall have withdrawn or reduced the short-term rating of the consummation Bank below “A-1” (collectively, a “Bank Credit Rating Downgrade”). Additionally, the District will not be required to pay a Termination Fee in the event that the Available Amount is permanently reduced to zero prior to the Stated Expiration Date as a result of such Acquisition Proposal a refunding (a “Refunding”) of the Bonds with the proceeds of debt which does not require liquidity or credit support from a third party. Regardless of the date on which Raindance enters into District’s obligation to pay a definitive agreementTermination Fee as provided in this paragraph (b), letter all other Obligations due and payable to the Bank as set forth herein and in the Agreement will remain for the account of intentthe District and shall be due and payable to the Bank at or prior to the time of termination or reduction of the Available Amount to zero. If the Available Amount is permanently reduced (but not to zero) prior to the Stated Expiration Date, agreement and provided that neither a Bank Credit Rating Downgrade nor a Refunding shall have occurred, the District hereby agrees to pay, or cause to be paid, to the Bank, in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of 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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate Commitment Fee payable pursuant to paragraph (a) hereof on the amount of the Available Amount that has been so reduced (based upon the Available Amount in effect on the date of reduction) through the Stated Expiration Date, less the actual amount of Commitment Fees the District has previously paid to the Bank during such overdue amount was originally required to be paidperiod computed on the Available Amount as in effect as of the close of business on each day during such period.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii)If an Applicable Termination occurs, or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance Parent shall pay West (or shall cause to be paid) to the Termination Fee within five business days Company a non-refundable termination fee of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement $115,000,000 in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, cash by wire transfer of immediately available fundssame-day funds (the “Termination Fee”) within two Business Days following such termination. In no event shall Parent be required to pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable pursuant to more than one provision of this Agreement at the same or at different times and upon the occurrence of different events. If Parent fails to timely pay (or cause to be timely paid) all or any portion of the amount due pursuant to this Section 10.05, and, in order to obtain such payment, the Company commences a suit against Parent and obtains a final judgment in the Company’s favor, then Parent shall promptly pay to the Company its reasonable costs and expenses (including reasonable fees and expenses of attorneys, experts and consultants), and interest on the unpaid amount from the date such payment was required to be made until the date of payment at the Interest Rate (collectively, the “Recovery Costs”). If, in order to obtain such payment, the Company commences an Action against Parent and does not obtain a final judgment in the Company’s favor, then the Company shall promptly pay to Parent an amount equal to Parent’s reasonable costs and expenses (including reasonable fees and expenses of attorneys, experts and consultants) relating to the defense of such Action, and interest on the unpaid amount from the date Parent’s costs and expenses were incurred until the date of payment at the Interest Rate. (b) In Notwithstanding anything to the event that West shall terminate contrary in this Agreement pursuant to Section 6.1(e)(ii)Agreement, Raindance shall pay to West if the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to becomes payable in accordance with Section 6.1(f10.05(a), then Raindance shall pay West Parent’s payment of the Termination Fee on and any Recovery Costs to the date Company when required shall be deemed to be liquidated damages and the Company, its Affiliates’ and their respective Representatives’ sole and exclusive remedy for any and all Losses suffered or incurred by the Company, the Company’s Affiliates and their respective Representatives in connection with this Agreement is terminatedAgreement, by wire transfer of immediately available funds. the Equity Financing Commitment Letter (d) Raindance hereby acknowledges that and the agreements contained termination thereof), the Limited Guarantee, any other agreement executed in this Section 7.4 are an integral part of connection with 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 the Regulatory Cooperation Agreement), the transactions contemplated hereby and reasonable fees thereby (and the abandonment or termination thereof) or any matter forming the basis for such termination, whether the result of counsela breach or failure that is willful (including a Willful Breach), material, intentional or otherwise, or any other cause, and after Parent’s payment of the Termination Fee and any Recovery Costs to the Company none of the Company, the Company’s Affiliates, any member of the Investor Group or their respective Representatives shall be entitled to seek or obtain any monetary damages of any kinds, including consequential, special, indirect or punitive damages, in excess of the Termination Fee and any Recovery Costs or bring or maintain any claim, action or proceeding against Parent, Merger Sub, any direct or indirect investor in Parent (including the party to the Limited Guarantee) incurred or any of their respective Affiliates or Representatives or any other Person arising out of or in connection with this Agreement, the collection of such overdue amountEquity Financing Commitment Letter, and the Limited Guarantee or any other document executed in connection herewith or therewith (ii) Raindance shall pay to West interest on such overdue amount (for including the period commencing as Regulatory Cooperation Agreement), any of the date such overdue amount was originally required transactions contemplated hereby or thereby (or the abandonment or termination thereof). For clarity, while the Company may pursue both a grant of specific performance in accordance with Section 12.13 and the payment of the Termination Fee and any Recovery Costs in accordance with Section 10.05, under no circumstances shall the Company be permitted or entitled to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.receive both

Termination Fee. (a) In the event that (A) (i) either Party shall Trican Parent is entitled to terminate this Agreement pursuant to (a) Section 6.1(c)(ii)8.1(f) or Section 8.1(d) absent a willful or intentional breach by ▇▇▇▇▇ Parent or Buyer that is the proximate cause of the Transaction not being consummated or not being able to be consummated, then in either case ▇▇▇▇▇ Parent shall pay, or (ii) West shall terminate this Agreement pursuant cause to Section 6.1(e)(i)be paid, or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, Seller Companies by wire transfer of immediately available funds. funds to an account designated in writing by Trican Parent, a termination fee of $20,000,000 (the “Tier One Termination Fee”), or (b) In Section 8.1(d), but solely as a result of ▇▇▇▇▇ Parent’s or Buyer’s willful or intentional breach that is the proximate cause of the Transaction not being consummated or not being able to be consummated or in the event ▇▇▇▇▇ Parent or Buyer otherwise fails to consummate the Transaction after satisfaction or waiver of each condition to the obligations of ▇▇▇▇▇ Parent and Buyer under Sections 7.1 and 7.2 (except for conditions that West shall terminate this Agreement pursuant would by their nature be satisfied upon the consummation of the Transaction) and in the event the Transaction was consummated and the Equity Financing was made available in accordance with the terms set forth in the Equity Commitment Letter, the debt financing contemplated by the Term Debt Commitment (or any analogous commitment in connection with any alternative financing described in Section 6.24) would be made available to Section 6.1(e)(iiBuyer in accordance with the Term Debt Commitment (or such alternative commitment), Raindance then in each of the foregoing cases ▇▇▇▇▇ Parent shall pay pay, or cause to West be paid, to the Seller Companies, a termination fee of $55,000,000 (the “Tier Two Termination Fee within five business days after the date this Agreement is terminated, Fee”) by wire transfer of immediately available funds. funds to an account designated in writing by Trican Parent no later than two Business Days after the date of such termination. The Parties acknowledge and agree that in no event will both the Tier One Termination Fee and the Tier Two Termination Fee be payable and no Buyer Company will be required to pay the Tier One Termination Fee or the Tier Two Termination Fee on more than one occasion. If Trican Parent is entitled to terminate this Agreement in circumstances where both the Tier One Termination Fee and the Tier Two Termination Fee would be payable, only the Tier Two Termination Fee will be payable by ▇▇▇▇▇ Parent to the Seller Companies. The Parties have agreed in light of the circumstances existing at the time of execution of this Agreement (cincluding the inability of the Parties to quantify the damages that may be suffered by Trican Parent and the Seller Companies) In that this Section 8.4 is reasonable, that the Tier One Termination Fee or the Tier Two Termination Fee, as applicable, represents a good faith, fair estimate of the damages that Trican Parent and the Seller Companies would suffer in the applicable circumstances and that, if payable, the Tier One Termination Fee or the Tier Two Termination Fee, as applicable, shall be payable as liquidated damages (and not as a penalty) without requiring Trican Parent or the Seller Companies to prove actual damages. Notwithstanding anything to the contrary in this Agreement, in the event that Raindance ▇▇▇▇▇ Parent or Buyer fails to effect the Closing for any reason or no reason or a breach of its obligations hereunder (whether willfully, intentionally, knowingly or otherwise) or fails to perform hereunder (whether willfully, intentionally, knowingly or otherwise), then the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of Trican Parent and the Seller Companies or any Person claiming by, through or for the benefit of the Seller Companies or Trican Parent against ▇▇▇▇▇ Parent or the Buyer and each of their former, current or future equity holders, controlling Persons, managers, officers, employees, agents, general or limited partners, managers, management companies, members, Affiliates, Representatives or assignees and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, (each, a “Buyer Related Party,” and collectively, the “Buyer Related Parties”) in respect of this Agreement, any Transaction Document or agreement executed in connection herewith (including the Financing Commitments) and the transactions contemplated hereby and thereby shall be to terminate this Agreement pursuant to Section 6.1(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 accordance with the collection of such overdue amount, and (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.this

Termination Fee. (a) In CNB Financial shall pay to Berkshire Hills Bancorp a fee of $970,000 (the event that “Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by Berkshire Hills Bancorp pursuant to Section 7.1(f), then CNB Financial shall pay the Fee on the second business day following such termination; and (ii) if this Agreement is terminated by (A) (i) either Party shall terminate this Agreement party pursuant to Section 6.1(c)(ii), 7.1(b) or (iiB) West shall terminate this Agreement by Berkshire Hills Bancorp pursuant to Section 6.1(e)(i)7.1(e) because of CNB Financial’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in any such case an Acquisition Proposal with respect to CNB Financial shall have been publicly announced or otherwise communicated or made known to CNB Financial’s Board of Directors (iii) West or any person shall terminate this Agreement pursuant have publicly announced, communicated or made known an intention to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (Bmake an Acquisition Proposal) at any time after the date of this Agreement 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 Berkshire Hills Bancorp on the second business day following such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (Cy) if within 12 months following after such termination an Acquisition Proposal is consummated or CNB Financial enters into a definitive agreement or letter of intent is entered into by Raindance with respect to to, or consummates, an Acquisition Proposal, Raindance then CNB Financial shall pay West the Termination Fee within five business days remainder of the earlier of Fee on the consummation date of such Acquisition Proposal execution or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect consummation. (b) Any amount that becomes payable pursuant to such Acquisition Proposal, Section 7.2(a) shall be paid by wire transfer of immediately available funds. (b) In the event that West shall terminate this Agreement pursuant funds to Section 6.1(e)(ii), Raindance shall pay an account designated by Berkshire Hills Bancorp in writing to West the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available fundsCNB Financial. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 CNB Financial acknowledges that the agreements agreement contained in this Section 7.4 are 7.2(a) is an integral part of the transactions contemplated by this Agreement, that without such agreement by CNB Financial, Berkshire Hills Bancorp would not have entered into this Agreement and that, without these agreements, West would that such amounts do not enter into this Agreementconstitute a penalty. In the event that Raindance If CNB Financial fails to pay when the amounts due any amount payable under this Section 7.47.2(a) with the time periods specified, then (i) Raindance CNB Financial shall reimburse West for all pay the costs and expenses (including disbursements reasonable legal fees and reasonable fees of counselexpenses) incurred by Berkshire Hills Bancorp in connection with any action, including the collection filing of any lawsuit, taken to collect payment of such overdue amountamounts, and (ii) Raindance shall pay to West together with interest on the amount of any such overdue amount (for unpaid amounts at the prime lending rate prevailing during such period commencing as of published in The Wall Street Journal, calculated on a daily basis from the date such overdue amount was originally amounts were required to be paid and ending on until the date such overdue amount is actually paid in fullof actual payment. (d) at a rate per annum equal Notwithstanding anything to the Prime Rate in effect on contrary contained herein, CNB Financial shall be obligated, subject to the date such overdue amount was originally required terms of this Section 7.2, to be paidpay only one Fee.

Termination Fee. Carbon Black is required to pay, or cause to be paid, to parent a termination fee of $70 million (athe “Termination Fee”) In if: • Carbon Black terminates the event that Merger Agreement in order to enter into an Acquisition Agreement, in which case payment of the Termination Fee must be made concurrently with (Aas a condition to) termination of the Merger Agreement; • Parent terminates the Merger Agreement following an Adverse Recommendation Change, if the Takeover Proposal has been made public and Carbon Black fails to reaffirm the Carbon Black Board Recommendation upon the written request of Parent or by Carbon Black if the Acceptance Time has not occurred by the Outside Date or if the Offer has expired at any time when one more Offer conditions has not been satisfied or waived or been terminated or withdrawn prior to the Acceptance Time, in which case payment of the Termination Fee must be made within two business days following termination of the Merger Agreement; and • if (i) either Party following the date of the Merger Agreement and prior to the time of termination of the Merger Agreement, a Takeover Proposal is publicly announced or has been made or known by the Carbon Black Board or Carbon Black management (and such Takeover Proposal shall terminate this not have been withdrawn (publicly if such Takeover Proposal shall have been made or otherwise disclosed publicly) prior to the time of the termination of the Merger Agreement), (ii) thereafter the Merger Agreement pursuant is Table of Contents terminated (1) by Carbon Black or Parent because the Acceptance Time has not occurred by the Outside Date or if the Offer has expired at any time when one more Offer conditions has not been satisfied or waived or been terminated or withdrawn prior to Section 6.1(c)(iithe Acceptance Time (and the conditions set forth in section (b) of annex I to the Merger Agreement (if the injunction or other Order relates to antitrust laws) and section (c) of annex I to the Merger Agreement are satisfied), or (ii2) West shall terminate this Agreement pursuant by Parent if Carbon Black breaches any of its representations or warranties or fails to Section 6.1(e)(i), perform any of its covenants or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on agreements contained in the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such terminationMerger Agreement, and (Ciii) within 12 months following the date of such termination an Acquisition Proposal is consummated or termination, Carbon Black enters into a definitive agreement or letter of intent is entered into by Raindance contract with respect to an Acquisition Proposalor recommends any Takeover Proposal or any transaction specified in the definition of Takeover Proposal (provided that references to “15%” in the definition of Takeover Proposal are deemed to be references to “50%” for purposes of this clause (iii)) is consummated, Raindance shall pay West in each case whether or not involving the same Takeover Proposal or the person making the Takeover Proposal referred to in clause (i), in which case payment of the Termination Fee must be made within five two business days of following the earlier of the consummation of such Acquisition Proposal or the date on which Raindance Carbon Black enters into a definitive agreementsuch contract, letter makes such recommendation, or consummates such transaction. The parties have agreed that irreparable damage would occur if any of intentthe provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached, agreement in principle, memorandum of understanding and that money damages or other agreement with respect legal remedies would not be an adequate remedy for any such non-performance or breach. Accordingly, the parties have agreed that, subject to such Acquisition Proposalcertain requirements and limitations as set forth in the Merger Agreement, by wire transfer of immediately available funds. (b) In the event that West shall terminate this Agreement pursuant parties will be entitled to Section 6.1(e)(ii), Raindance shall pay an injunction or injunctions to West the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 prevent breaches or threatened breaches of the transactions contemplated by this Merger Agreement and thatto enforce specifically the terms and provisions of the Merger Agreement, 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 proof of counsel) incurred in connection with the collection of such overdue amountdamages or otherwise, and (ii) Raindance shall pay in addition to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid any other remedy at law or in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidequity.

Termination Fee. (a) In the event that (A) If: (i) either Party Seller or Buyer terminates this Agreement pursuant to Section 10.1(g) of this Agreement; and within 12 months of such termination (A) an Acquisition Proposal or Acquisition Transaction has been announced with respect to any Seller Entity or (B) an Acquisition Agreement with respect to an Acquisition Transaction has been entered into with respect to Seller or any Seller Entity, provided that such Acquisition Transaction is subsequently consummated (but changing, in the case of (i), the references to the 5% and 95% amounts in the definition of Acquisition Transaction to 25% and 90%, respectively); or (ii) Buyer shall terminate this Agreement pursuant to Section 6.1(c)(ii10.1(f), ; then Seller shall pay to Buyer an amount equal to $1,850,000 (the "Termination Fee") upon the earlier of such announcement or (ii) West shall terminate this the entry into such Acquisition Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn any announcement or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance statement with respect to an any Acquisition ProposalProposal by Seller or its Board of Directors, Raindance shall pay West other than a recommendation for approval of the Merger. Seller hereby waives any right to set-off or counterclaim against such amount. If the Termination Fee within five business days shall be payable pursuant to subsection (a)(i) of this Section 10.3, the Termination Fee shall be paid in same-day funds at or prior to the earliest of the earlier date of the consummation of such Acquisition Proposal Transaction, or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum execution of understanding or other agreement an Acquisition Agreement with respect to such Acquisition ProposalTransaction or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, other than a recommendation for approval of the Merger. If the Termination Fee shall be payable pursuant to subsection (a)(ii) of this Section 10.3, the Termination Fee shall be paid in same-day funds upon the earlier of (i) the execution of an Acquisition Agreement with respect to such Acquisition Transaction or the date of any announcement or statement with respect to any Acquisition Proposal by wire transfer Seller or its Board of immediately available fundsDirectors, other than a recommendation for approval of the Merger or (ii) two business days from the date of termination of this Agreement. (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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 The Parties acknowledge that the agreements contained in this Section 7.4 10.3(a) are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, West they would not enter into this Agreement. In the event that Raindance ; accordingly, if Seller fails to pay when due promptly any amount fee payable under by it pursuant to this Section 7.410.3, then (i) Raindance Seller shall reimburse West for all pay to Buyer, its costs and expenses (including disbursements and reasonable fees of counselattorneys' fees) incurred in connection with the collection of collecting such overdue amountfee, and (ii) Raindance shall pay to West together with interest on such overdue the amount of the fee at the prime annual rate of interest (for as published in The Wall Street Journal) plus 2% as the period commencing as of same is in effect from time to time from the date such overdue amount payment was originally required to be paid and ending on due under this Agreement until the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidof payment.

Termination Fee. (a) In If under either of the event that following circumstances: (i) Seller terminates this Agreement pursuant to Section 10.1(f) of this Agreement and within 12 months of such termination (A) an Acquisition Proposal or Acquisition Transaction has been announced with respect to any Seller Entity or (iB) either Party an Acquisition Agreement with respect to an Acquisition Transaction has been entered into with respect to Seller or any Seller Entity; or (ii) Buyer shall terminate this Agreement pursuant to Section 6.1(c)(ii10.1(e)(i)-(iv); then Seller shall promptly pay to Buyer an amount equal to $1,000,000 (the “Termination Fee”) upon the earlier of such announcement or the entry into such Acquisition Agreement or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, or (ii) West shall terminate this Agreement other than a recommendation for approval of the Merger; provided, however, that in connection with a termination pursuant to Section 6.1(e)(i)10.1(e)(i) only, the Termination Fee shall be paid at the time of termination. Seller hereby waives any right to set-off or (iii) West counterclaim against such amount. If the Termination Fee shall terminate this Agreement be payable pursuant to subsection (a)(i) of this Section 6.1(b) on 10.3, the basis Termination Fee shall be paid in same-day funds at or prior to the earliest of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal Transaction, or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum execution of understanding or other agreement an Acquisition Agreement with respect to such Acquisition ProposalTransaction or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, other than a recommendation for approval of the Merger. If the Termination Fee shall be payable pursuant to subsection (a)(ii) of this Section 10.3, the Termination Fee shall be paid in same-day funds upon the earlier of (i) the execution of an Acquisition Agreement with respect to such Acquisition Transaction or the date of any announcement or statement with respect to any Acquisition Proposal by wire transfer Seller or its Board of immediately available fundsDirectors, other than a recommendation for approval of the Merger or (ii) two business days from the date of termination of this Agreement. (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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 The Parties acknowledge that the agreements contained in this Section 7.4 Article 10 are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, West they would not enter into this Agreement. In the event that Raindance ; accordingly, if Seller fails to pay when due promptly any amount fee payable under by it pursuant to this Section 7.410.3, then (i) Raindance Seller shall reimburse West for all pay to Buyer, its reasonable costs and expenses (including disbursements and reasonable fees of counselattorneys’ fees) incurred in connection with the collection of collecting such overdue amountTermination Fee, and (ii) Raindance shall pay to West together with interest on such overdue the amount of the fee at the prime annual rate of interest (for as published in The Wall Street Journal) plus 2% as the period commencing as of same is in effect from time to time from the date such overdue amount payment was originally required to be paid and ending on due under this Agreement until the date such overdue amount is actually paid of payment. (c) Notwithstanding anything contained in full) at a rate per annum equal this Agreement to the Prime Rate contrary, in effect on no event shall the date such overdue aggregate amount was originally required Seller (or any of its affiliates) must pay to be paidBuyer (or any of its affiliates) pursuant to Section 10.3 exceed $1,000,000, plus reasonable attorneys fees, costs and any other amounts due from Seller to Buyer pursuant to Section 10.3(b).

Termination Fee. The Merger Agreement provides that, following a termination thereof in accordance with the circumstances described in paragraphs (ae) In or (g) above under "Termination," the event Company will pay Parent a termination fee of $1,000,000, which includes the reimbursement of all of the fees and expenses related to the Offer, the Merger Agreement and the transactions contemplated hereby (including, without limitation, legal, accounting and investment banking fees and expenses) actually incurred by Parent and the Purchaser (the "Termination Fee") in immediately available funds by wire transfer to an account designated by Parent. The Merger Agreement also provides that the Company will pay Parent the Termination Fee following a termination of such Agreement after the initial expiration of the Offer pursuant to the circumstances described in paragraph (d) above (as a result of a willful breach of the Company), or pursuant to the circumstances described in paragraph (h) above, if (A) at the time of such termination, the Minimum Tender Condition has not been satisfied or the condition set forth in paragraph (ig) either Party shall terminate this Agreement pursuant to under Section 6.1(c)(ii)14 below has not been satisfied, or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, and (B) either at any the time after of such termination, an Acquisition Proposal (replacing "10%" by "50%" in the date definition of such term for purposes of this Agreement paragraph) has been announced and prior to such termination there not withdrawn or, within 12 months thereafter, an Acquisition Proposal shall have been publicly announced an Acquisition Proposal consummated. The Merger Agreement provides that has not been formally withdrawn any such Termination Fee will be payable as promptly as practicable following termination of the Merger Agreement and, if the Company is the party seeking to terminate the Merger Agreement, as a condition thereto. If the Company fails to pay promptly all or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter any portion 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 Fee, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the earlier of Company for such Termination Fee, the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available funds. (b) In the event that West shall terminate this Agreement pursuant to Section 6.1(e)(ii), Raindance Company shall pay to West the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 Parent its costs and expenses (including disbursements attorneys' fees and reasonable fees expenses) in connection with such suit, together with interest from the date of counseltermination of the Merger Agreement on the amounts so owed at the prime rate of Chase Manhattan Bank in effect from time to time during such period. The prevailing party in any legal action undertaken to enforce the Merger Agreement or any provision thereof will be entitled to recover from the other party the costs and expenses (including attorneys' and expert witness fees) incurred in connection with the collection of such overdue amount, and (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidaction.

Termination Fee. (a) In the event that (A) this Agreement is terminated either by Seller or Buyer Parent (i) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii11.1(c), if the relevant Order permanently restraining, enjoining or otherwise prohibiting, or Law preventing or making illegal the consummation of the Transaction relates to a failure to obtain the necessary clearances, approvals or authorizations under the HSR Act or any foreign antitrust or competition Law set forth on Section 4.3(a)(i) of the Seller Disclosure Schedule or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii11.1(b) West shall terminate this Agreement pursuant to Section 6.1(b) on and at the basis time of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such terminationthe conditions set forth in Section 4.3(a)(i) remain unsatisfied, 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 then Buyer Parent 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect cause to such Acquisition Proposalbe paid) to Seller, by wire transfer of immediately available funds, a non-refundable fee in the amount of $25,000,000 (the “Buyer Parent Termination Fee”) no later than ten (10) Business Days after such valid termination; provided, that if Buyer Parent has previously paid the Deposit Amount to Seller pursuant to clause (b) of the definition of “End Date”, then Seller shall be deemed to have received the full amount of the Buyer Parent Termination Fee for all purposes under this Agreement. (b) In Each of 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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 parties acknowledges that (i) the agreements contained in this Section 7.4 11.3 are an integral part of the transactions contemplated by Transactions, (ii) the Buyer Parent Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Seller in the circumstances in which the Buyer Parent Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and thatin reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision, (iii) without these agreements, West Buyers and Seller would not enter into this Agreement, and (iv) in no event shall Buyer Parent be required to pay the Buyer Parent Termination Fee on more than one occasion. In the event that Raindance fails Buyer Parent shall fail to pay the Buyer Parent Termination Fee when due any amount payable under this Section 7.4due, then (i) Raindance Buyer Parent shall reimburse West Seller for all reasonable costs and expenses actually incurred or accrued by Seller (including disbursements and reasonable fees and expenses of counsel) incurred in connection with the collection any action taken to collect payment of such overdue amountamounts, and (ii) Raindance shall pay to West together with interest on such overdue amount (for unpaid amounts at the prime lending rate prevailing during such period commencing as of published in the Wall Street Journal, calculated on a daily basis from the date such overdue amount was originally amounts were required to be paid and ending on to the date such overdue amount is actually paid in fullof actual payment. (c) at a rate per annum equal Subject to the Prime Rate Parties’ rights to specifically enforce the terms of this Agreement pursuant to Section 13.6 prior to the valid termination of this Agreement, but notwithstanding anything to the contrary in effect on this Agreement, Seller’s right to receive payment of the date Buyer Parent Termination Fee pursuant to this Section 11.3 (including, for the avoidance of doubt, the Deposit Amount if previously paid), together with the rights under Section 8.16, shall be the sole and exclusive remedy of Seller or any of its respective Affiliates against Buyers or any of their respective Affiliates or any of their respective stockholders, partners, members or representatives for any and all Losses that may be suffered based upon, resulting from or arising out of such overdue amount was originally required termination, and upon payment of the Buyer Parent Termination Fee in accordance with this Section 11.3, none of Buyer Parent or any of its Affiliates or any of their respective stockholders, partners, members or representatives shall have any further Liability or obligation relating to be paidor arising out of this Agreement or any of the Transaction Agreements or the Transactions.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii), or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior Agreement, an Acquisition Proposal with respect to such termination there FBSS shall have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of FBSS, or any person or entity shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal that with respect to FBSS after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by FBSS or VABK pursuant to Section 7.1(b) (if the FBSS Shareholder Approval has not theretofore been formally withdrawn obtained), (B) by VABK pursuant to Section 7.1(d) or abandoned prior to such terminationSection 7.1(e), and or (C) within 12 by FBSS or VABK pursuant to Section 7.1(g) and (iii) prior to the date that is twelve (12) months following after the date of such termination an Acquisition Proposal is consummated or FBSS enters into a definitive agreement or letter of intent is entered into by Raindance consummates a transaction with respect to an Acquisition ProposalProposal (whether or not the same Acquisition Proposal as that referred to above), Raindance shall pay West the Termination Fee within five business days of then FBSS shall, on the earlier of the date it enters into such definitive agreement or the date of consummation of such Acquisition Proposal or transaction, pay VABK a fee equal to $2,500,000 (the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, “Termination Fee”) by wire transfer of immediately available fundsfunds to the account designated by VABK. (b) In the event that West shall terminate this Agreement is terminated by VABK pursuant to Section 6.1(e)(ii)7.1(f) or by FBSS pursuant to 7.1(j) then FBSS shall, Raindance shall on the date of termination, pay to West VABK the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available fundsfunds to the account designated by VABK. (c) In the event that Raindance (i) after the date of this Agreement, an Acquisition Proposal with respect to VABK shall terminate have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of VABK, or any person or entity shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to VABK after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by VABK or FBSS pursuant to Section 6.1(f7.1(b) (if the VABK Shareholder Approval has not theretofore been obtained), (B) by FBSS pursuant to Section 7.1(d) or Section 7.1(e), or (C) by FBSS or VABK pursuant to Section 7.1(i) and (iii) prior to the date that is twelve (12) months after the date of such termination VABK enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Raindance shall VABK shall, on the earlier of the date it enters into such definitive agreement or the date of consummation of such transaction, pay West FBSS the Termination Fee on the date this Agreement is terminated, by wire transfer of immediately available fundsfunds to the account designated by FBSS. (d) Raindance hereby In the event this Agreement is terminated by FBSS pursuant to Section 7.1(h) or by VABK pursuant to Section 7.1(k), then VABK shall, on the date of termination, pay FBSS the Termination Fee by wire transfer of immediately available funds to the account designated by FBSS. (e) Each of VABK and FBSS acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, West VABK and FBSS, respectively, would not enter into this Agreement. In the event that Raindance Accordingly, if VABK or FBSS, as applicable, fails promptly to pay when the amount due any amount payable under pursuant to this Section 7.4, then (i) Raindance and, in order to obtain such payment, VABK or FBSS, as applicable, commences a suit which results in a judgment against the other party for the fee set forth in this Section 7.4, VABK or FBSS, as applicable, shall reimburse West for all costs pay to the other party its fees and expenses (including disbursements attorneys’ fees and reasonable fees of counselexpenses) incurred in connection with the collection of such overdue amountsuit, and (ii) Raindance shall pay to West together with interest on such overdue the amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) fee at a rate per annum equal to the Prime Rate prime rate published in effect The Wall Street Journal on the date such overdue amount payment was originally required to be paidmade. (f) Notwithstanding anything to the contrary in this Agreement, without limiting the right of any party to recover liabilities or damages arising out of the other party’s fraud or willful and material breach of any provision of this Agreement, in the event that this Agreement is terminated as provided in Section 7.1, the maximum aggregate amount of monetary fees, liabilities or damages payable by a single party under this Agreement shall be equal to the Termination Fee, and neither party shall be obligated to pay the Termination Fee on more than one occasion.

Termination Fee. (a) In Upon the event that (A) (i) either Party shall terminate termination of this Agreement pursuant to Section 6.1(c)(ii)7.1, the Company shall have the right to receive the Escrow Shares or a portion thereof (the “Share Termination Fee”) in accordance with the following provisions: (i) Escrow Shares having a value of One Hundred Thousand Dollars ($100,000) (calculated in accordance with Section 1.7(a) shall be released to the Company if this Agreement is terminated by Parent pursuant to Section 7.1(b) and the remaining Escrow Shares held in Escrow shall be released to Parent. (ii) West The full amount of the Escrow Shares shall terminate be released to the Company if this Agreement is terminated pursuant to Section 7.1(a), Section 7.1(c), Section 7.1(d) or Section 7.1(e). (b) Additionally, upon the termination of this Agreement pursuant to Section 6.1(e)(i)7.1, or (iii) West all amounts outstanding under the Research Loan payable by the Company shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach be forgiven by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsParent. (bc) In Any payment of the event that West shall terminate this Agreement pursuant to Section 6.1(e)(ii), Raindance shall pay to West the Share Termination Fee under this Section 7.3 shall be conditioned upon and subject to the execution by the Company and each of the Sellers of the Company of a Settlement and Release Agreement, a form of which is attached hereto as Exhibit P (each a “Release Agreement”); if either the Company or any of the Sellers fail to execute and deliver to Parent a Release Agreement within five business thirty (30) days after the date this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance Escrow Agent shall terminate this Agreement pursuant release all the Escrow Shares to Section 6.1(f), then Raindance shall Parent and Parent will have no obligation to pay West the Share Termination Fee on or any part thereof; provided, however, that if a Release Agreement has not been executed by any of the Sellers within thirty (30) days after the date this Agreement is terminatedterminated because such Seller has died or become incapacitated, by wire transfer such Seller or the guardian, estate, or authorized representatives of immediately available fundssuch Seller, as applicable, shall have an additional thirty (30) days to execute and deliver a Release Agreement before the release of all of the Escrow Shares to Parent. (d) Raindance hereby acknowledges that Any dispute related to the agreements contained in this Section 7.4 are an integral part payment of the transactions contemplated Share Termination Fee will be settled by this Agreement binding arbitration in accordance with Section 8.4 hereof and that, without these agreements, West would the Escrow Agent will not enter into this Agreement. In the event that Raindance fails to pay when due release all or 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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as portion 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 Escrow Shares to the Prime Rate extent such Escrow Shares are disputed in effect on good faith by any party hereto until such dispute is resolved pursuant to such arbitration, all as set forth in the date such overdue amount was originally required to be paidEscrow Agreement.

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 (Ai) [*] 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 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 3.4 (a), if the Borrowers cancel or terminate this Agreement within 180 days of Lender reducing the advance rate on Eligible Financial Assets below [*] or establishing a Reserve greater than [*] 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) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii), or (a) (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsabove. (b) In If after the event first anniversary of the Closing Date, the Borrowers provide to Lender an unconditional (other than subject to customary closing conditions) loan commitment for a credit facility that West [*] from a reputable bank or finance company, Lender shall terminate this Agreement pursuant have the right of first refusal to Section 6.1(e)(iiprovide 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 [*] 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 Lender has been presented with such commitment or such 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), Raindance Borrower shall not be obligated to pay to West Lender the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available funds[*] termination fee described in clause (a)(ii) above. (c) In view of the event that Raindance shall terminate this Agreement pursuant impracticality and difficulty of ascertaining actual damages and by mutual agreement of the parties as to Section 6.1(f), then Raindance shall a reasonable calculation of lost profits of Lender as a result of an early cancellation or termination. Borrowers hereby agree to pay West to Lender 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 applicable termination fee or default termination in accordance with this Section 7.4 are an integral part 3.4. Such fees shall be presumed to be the amount of the transactions contemplated damages sustained 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 Lender as a result of such overdue amountearly termination or cancellation, and (ii) Raindance shall pay to West interest on Borrowers agree that such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to reasonable under the Prime Rate in effect on the date such overdue amount was originally required to be paidcircumstances.

Termination Fee. (a) In order to induce SWI to enter into this Agreement and to reimburse SWI for its costs and expenses related to entering into this Agreement and preparing for the event that (A) consummation of the transactions contemplated by this Agreement, PTI will make a cash payment to SWI of $300,000 if and only if: (i) either Party shall terminate SWI or PTI has terminated this Agreement pursuant to Section 6.1(c)(ii)9.1(e) and prior to such termination or within twelve (12) months thereafter, (A) PTI or a Principal Shareholder shall have entered into an agreement to engage in an Acquisition Transaction with any person other than SWI or (B) the Board of Directors of PTI shall have approved an Acquisition Transaction or recommended that shareholders of PTI approve or accept any Acquisition Transaction with any person other than SWI; (ii) West shall terminate SWI has terminated this Agreement pursuant to 9.1(c) as a result of any material representation or warranty made herein by PTI or a Principal Shareholder not being true and correct in all material respects when made or PTI or any Principal Shareholder materially breaching any material covenant contained herein and not curing such breach within thirty (30) business days of receipt of written notice from SWI or by the Closing Date, whichever occurs first; or (iii) SWI has terminated this Agreement pursuant to Section 6.1(e)(i), or (iii9.1(f) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there or within twelve (12) months thereafter, (A) PTI or a Principal Shareholder shall have been publicly announced entered into an agreement to engage in an Acquisition Proposal that has not been formally withdrawn Transaction (as defined in subsection (c) below) with any person other than SWI or abandoned prior to such termination, and (CB) within 12 months following such termination the Board of Directors of PTI shall have approved an Acquisition Proposal is consummated Transaction or a definitive agreement recommended that shareholders of PTI approve or letter of intent is entered into accept any Acquisition Transaction with any person other than SWI. (b) Any payment required 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, subsection (a) above will be payable by wire transfer of immediately available funds. (b) In the event that West shall terminate this Agreement pursuant funds to Section 6.1(e)(ii), Raindance shall pay to West the Termination Fee within an account designated by SWI five business days after demand therefor. Any such payment shall constitute liquidated damages for loss of the date benefit of this Agreement is terminated, and full reimbursement for the expenses incurred by wire transfer of immediately available fundsSWI. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(f), then Raindance shall pay West the Termination Fee on the date this Agreement is terminated, by wire transfer For purposes 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 that9, 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 "Acquisition Transaction" shall mean (i) Raindance shall reimburse West for all costs and expenses (including disbursements and reasonable fees a merger or other business combination involving PTI, other than a merger effected solely to change PTI's state of counsel) incurred in connection with the collection of such overdue amountincorporation, and (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as a sale, lease or other disposition of 50% or more of the date such overdue amount was originally required to be paid consolidated assets of PTI and ending its Subsidiaries in a single transaction or series of transactions, (iii) the issuance by PTI of securities representing 50% or more of the voting power of PTI in any single transaction or series of transactions (iv) an underwritten public offering of PTI Common Stock which results in the PTI Common Stock being traded on an exchange or on the date such overdue amount is actually paid in fullNasdaq market or (v) at any other transaction or acquisition which effects a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidchange of control of PTI.

Termination Fee. In the event the Merger and the transactions contemplated by this Agreement have not been consummated on or prior to June 30, 1998 or as extended by mutual agreement of the parties hereto (the "Termination Date") and (a) In such failure is the event that result of STI's willful material Breach (Aa "Material Breach Termination"), or, (b) in the alternative, STI (i) either Party shall terminate this Agreement pursuant determines to Section 6.1(c)(iiaccept an Acquisition Proposal at any time prior to the Termination Date (a "Pre-Termination Date Termination"), or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced enters into an Acquisition Proposal that within twelve (12) months from the Termination Date with any party with whom it has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination had discussions regarding an Acquisition Proposal is consummated prior to the Termination Date (or a definitive agreement or letter of intent is entered into by Raindance with respect to any party that initiates an Acquisition Proposal, Raindance shall pay West Proposal subsequent to the Termination Fee within five business days of the earlier of the consummation of such Date to overbid an Acquisition Proposal or initiated prior to the date Termination Date) (a "Post-Termination Date Termination"), STI will pay to OmniAmerica on which Raindance enters into a definitive agreement, letter of intent, agreement the Applicable Date (as defined below) in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, cash by wire transfer of immediately available funds. funds to an account designated by OmniAmerica a termination fee in an amount equal to $4.5 million, plus reasonable documented out-of-pocket expenses (bthe "STI Termination Fee") incurred by OmniAmerica in connection with the transactions contemplated hereby. "Applicable Date" means (i) in the case of a Material Breach Termination or a Pre-Termination Date Termination, concurrently with such termination, or (ii) in the case of a Post-Termination Date Termination, upon consummation of any such Acquisition Proposal. In the event that West shall terminate the Merger and the transactions contemplated by this Agreement pursuant have not been consummated on or prior to Section 6.1(e)(ii)the Termination Date and such failure is the result of OmniAmerica's willful material Breach, Raindance shall OmniAmerica will pay to West the Termination Fee within five business days after the date this Agreement is terminated, STI in cash by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant funds to Section 6.1(f)an account designated by STI a termination fee in an amount equal to $4.5 million, 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 plus reasonable documented out-of-pocket expenses (including disbursements and reasonable fees of counselthe "OmniAmerica Termination Fee") incurred by STI in connection with the collection of transactions contemplated hereby concurrently with such overdue amount, and (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as termination. STI's receipt of the date such overdue amount was originally required to OmniAmerica Termination Fee shall be paid STI's, the Sub's and ending on their Affiliates' sole and exclusive remedy for a willful material breach of the date such overdue amount is actually paid representations or warranties of OmniAmerica, OmniAmericaSub or OmniPartners. OmniAmerica's receipt of the STI Termination Fee shall be OmniAmerica's, OmniAmericaSub's, OmniPartners' and their Affiliates' sole and exclusive remedy for a willful material breach of the representations or warranties of STI or the Sub. Except as provided in full) at this Section 8.6, each party's remedies for a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to Breach of this Agreement shall be paidcumulative rather than mutually exclusive.

Termination Fee. (a) Pursuant to Section 8.3(b) of the Merger Agreement, the Company has agreed to pay to Parent a termination fee in an amount equal to $18,250,000.00 (the “Termination Fee”) if the Merger Agreement is terminated for certain reasons specified therein. In the event that (Athe Merger Agreement is terminated by the Company prior to the Closing and the Termination Fee becomes due and payable pursuant to Section 8.3(b) of the Merger Agreement, Parent agrees to apply the Termination Fee as follows: (i) either Party shall terminate first, to pay the reasonable out-of-pocket third-party fees and expenses incurred by each of Parent, FP-Metrologic, LLC, HK and EA in connection with the authorization, preparation, negotiation, execution and performance of this Agreement letter agreement, the Merger Agreement, the Contribution Agreements, the Stockholders Agreement, any related agreements, and the transactions contemplated hereby and thereby (the “Expenses”); and (ii) second, after payment in full of the Expenses, to promptly pay to EA its Pro Rata Portion of the Net Termination Fee (the “Fee”). (b) If the Termination Fee becomes payable pursuant to Section 6.1(c)(ii), or (ii8.3(b) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on of the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Merger Agreement and prior to such termination there any Acquisition Proposal shall have been made known to the Company or publicly announced an disclosed, and EA or any of its Affiliates does any of the following: (A) fails to vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against the Subject Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated any related proposal submitted for the vote or a definitive agreement or letter consent of intent is entered into by Raindance stockholders in connection with respect to an the Subject 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 grants any proxies, deposits any Subject Shares into any voting trust, or enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other any voting agreement with respect to any Subject Shares, which Subject Shares are not then voted against the Subject Acquisition Proposal or any such Acquisition Proposal, by wire transfer of immediately available funds.related proposal; (bB) In in the event the Subject Acquisition Proposal involves a tender offer, tenders any Subject Shares in such tender offer; or (C) prior to the record date for the vote applicable to the Subject Acquisition Proposal (or, in the event the Subject Acquisition Proposal involves a tender offer, the later of the expiration of the tender offer or, if applicable, the record date for the stockholder vote in respect of the related second-step merger), transfers beneficial or record ownership of the Subject Shares (other than to an Affiliate, in which case the actions of such Affiliate with respect to the Subject Shares shall be deemed to be the actions of EA), then, with respect to each such action (but without duplication), EA will promptly refund to Parent an amount equal to the product of (x) the Fee multiplied by (y) the quotient of the number of Subject Shares with respect to which such action was taken divided by the total number of Subject Shares beneficially owned or held of record by the Co-Investors as of the date hereof; provided, however, that West shall terminate this if the Merger Agreement is terminated other than pursuant to Section 6.1(e)(ii8.1(e) (excluding from Section 8.1(e) clauses (i)(A), Raindance (iii) and (vi) thereof) or Section 8.1(h) of the Merger Agreement, the obligations of this Section 1(b) shall pay to West the Termination Fee within five business days terminate three months after the date this Agreement is terminated, by wire transfer termination of immediately available fundsthe Merger Agreement. (c) In If the event that Raindance shall terminate this Agreement Termination Fee becomes payable pursuant to Section 6.1(f8.3(b) of the Merger Agreement and prior to such termination any Acquisition Proposal shall have been made known to the Company or publicly disclosed, and EA or any of its Affiliates contributes, exchanges or transfers, or enters into a binding agreement to contribute, exchange or transfer, any Subject Shares in support of the Subject Acquisition Proposal, or makes, or enters into a binding commitment to make, an equity investment in connection with the financing of the transaction contemplated by the Subject Acquisition Proposal, then EA will promptly return the Fee to Parent; provided, however, that if the Merger Agreement is terminated other than pursuant to Section 8.1(e) (excluding from Section 8.1(e) clauses (i)(A), then Raindance (iii) and (vi) thereof) or Section 8.1(h) of the Merger Agreement, the obligations of this Section 1(c) shall pay West terminate three months after the Termination Fee on termination of the date this Agreement is terminated, by wire transfer of immediately available fundsMerger Agreement. (d) Raindance hereby acknowledges EA will provide such information as Parent reasonably requests to demonstrate that the agreements contained in this Section 7.4 are an integral part it has not taken any of the transactions contemplated by actions described in clauses (b) or (c) above. (e) For purposes of 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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.letter agreement:

Termination Fee. 2.1 In consideration of Landlord's agreement to the expiration and termination of the Lease as of the Early Termination Date as provided in this Agreement, ▇▇▇▇▇▇ agrees to pay to Landlord, in good funds, within three (a3) In business days following the event Effective Date, the amount of [***] Dollars ($[***]) (the “Termination Fee”), in the same manner rent is paid under the Lease. If this Agreement is terminated pursuant to the terms of Section 1, then, to the extent Landlord has received the Termination Fee referred to above, Landlord shall refund such Termination Fee to Tenant within seven (7) business days following the termination of this Agreement and if Landlord fails to refund the entire Termination Fee to Tenant within such seven (7) business day period, then, without waiving any of Tenant’s rights or remedies arising from Landlord’s failure, Landlord shall credit to Tenant against Base Rent and Additional Rent next coming due under the Lease the balance of the Termination Fee that has not be refunded to Tenant until fully credited. 2.2 Tenant acknowledges that the early expiration and termination of the term of the Lease and Landlord's agreement to accept the Termination Fee is a valuable contemporaneous exchange of consideration for the release of Tenant from potential future rent and other obligations accruing under the Lease from and after the Early Termination Date that, but for the expiration and termination of the term of the Lease, Tenant would still be obligated to perform, including, without limitation, the payment of Rent, provided for in the Lease. 2.3 Landlord and Tenant agree that if there is a disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title XI of the United States Code, shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek and recover from Tenant damages to the extent provided in the Lease (Awithout giving effect to the terms of Section 1 of this Agreement and as if the Lease had not terminated pursuant to the terms of this Agreement) less any portion of the Termination Fee that is and will be retained by Landlord. 2.4 Landlord shall continue to hold the Letter of Credit in the amount of $[***] under the Lease (the “Letter of Credit”). From and after the Early Termination Date, Landlord shall continue to hold the Letter of Credit as security for Tenant's obligations under this Agreement and the Lease. The Letter of Credit is not an advance payment of any kind or a measure of Landlord's damages in case of any default by Tenant in the obligation to pay the Termination Fee or perform its other obligations under this Agreement. If Tenant fails to perform any of the covenants of this Agreement or the Lease (as modified by this Agreement) to be performed by Tenant, including without limitation the provisions relating to payment of the Termination Fee, payment of amounts due under the Lease (as modified by this Agreement), the removal of property from the Premises by the Vacating Date, the repair of any damage to the Premises caused by Tenant and any failure to deliver the Premises in the condition required by this Agreement, then Landlord shall have the right, but no obligation, to draw upon the Letter of Credit, or so much thereof as may be necessary, for the payment of any unpaid Termination Fee and/or to cure any other failure by ▇▇▇▇▇▇. If Landlord draws upon the Letter of Credit or any part thereof for payment of such amounts or to cure any such other failure by Tenant, then Tenant shall either pay to Landlord on demand the cash amount so applied in order to restore the draw proceeds to the full amount thereof immediately prior to such application or cause the Letter of Credit to be replenished to its full amount thereunder. Landlord's obligations with respect to the Letter of Credit are those of a debtor and not a trustee. Landlord and Tenant agree that this Agreement does not constitute a Lease and, accordingly, the Letter of Credit shall not constitute a security deposit and no provisions of law, including without limitation California Civil Code Section 1950.7, with respect to security deposits under leases shall apply to the Letter of Credit. If Tenant performs every provision of this Agreement and the Lease (as modified by this Agreement) to be performed by ▇▇▇▇▇▇, the Letter of Credit shall be released to Tenant not later than the later of (i) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii), the date thirty (30) days following payment in full of the Termination Fee or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(ithe date five (5) business days following the date Tenant complies with the terms of clauses (x), or (iiiy) West shall terminate this Agreement pursuant to Section 6.1(band (z) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after 1.2 above. Tenant hereby irrevocably directs Landlord to retain the date Letter of Credit in accordance with the terms of this Section 2.4 above as a deposit to secure Tenant's obligations under this Agreement and prior the Lease (as modified by this Agreement) in lieu of Tenant receiving a return of the Letter of Credit. Tenant hereby grants Landlord a security interest in the Letter of Credit. 2.5 All payments of the Termination Fee shall be payable at such address as Landlord may specify from time to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior time by written notice delivered in accordance with the Lease. If Tenant fails to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter pay any installment of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business (5) days after its due date (each, a "Termination Fee Event of Default"), Tenant shall pay Landlord a late charge equal to [***] percent ([***]%) of the earlier amount due plus any attorneys' fees incurred by Landlord by reason of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect Tenant's failure to such Acquisition Proposal, by wire transfer of 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 when due hereunder to compensate Landlord for the date this Agreement is terminatedextra cost incurred as a result of such late payment. The parties agree that the late charge represents a fair and reasonable estimate of the administrative, by wire transfer processing and accounting costs that Landlord will incur as a result of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(f), then Raindance shall pay West a late payment of any installment of the Termination Fee by Tenant. In addition to the late charge, Landlord shall have the right to charge interest on the date past due payment of any installment of any Termination Fee at an annual interest rate of [***] percent ([***]%) per annum (but not in excess of the maximum legal rate permitted by law). Upon a Termination Fee Event of Default, Landlord may, at its option, without notice to Tenant, declare the remaining installments of the Termination Fee to be, and thereafter the whole sum of the Termination Fee shall forthwith become, due and payable. In addition to the rights, powers and remedies given in this Agreement is terminatedor the Lease, Landlord may, in its sole and absolute discretion, at any time and from time to time, exercise any and all rights and powers to pursue any and all remedies now or hereafter given by wire transfer law or equity. The failure to exercise, in case of immediately available funds. (d) Raindance hereby acknowledges that the agreements contained one or more Termination Fee Events of Default, any right or remedy given in this Section 7.4 are Agreement, the Lease or by law or equity shall not preclude Landlord from exercising any right or remedy given in this Agreement, the Lease or by law or equity in case of one or more subsequent Termination Fee Events of Default. If an integral part of the transactions contemplated by action is instituted on this Agreement by Landlord against Tenant, ▇▇▇▇▇▇ agrees to pay all costs of collection, including court costs and that, without these agreements, West would not enter into attorneys' fees in so collecting or attempting to so collect any amounts due by Tenant under this Agreement. In the event that Raindance fails The provisions of this Section 2.5, including without limitation Tenant's obligation to pay when due any amount payable under this Section 7.4the Termination Fee, then (i) Raindance shall reimburse West for all costs and expenses (including disbursements and reasonable fees of counsel) incurred in connection with survive the collection of such overdue amount, and (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as expiration or earlier termination 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 the Prime Rate in effect on the date such overdue amount was originally required to be paidLease Term.

Termination Fee. (a) The Company shall not sell the Purchased Assets to a third party (including without limitation by way of merger or other consolidation of the Company with such third party) for a sale price in any such transaction of less than $9,750,000. In the event that (A) (i) either Party shall terminate this Agreement pursuant is terminated by the Company or the Purchaser due to Section 6.1(c)(ii), the Company’s sale of or agreement to sell the Purchased Assets to a third party (iiincluding without limitation by way of merger or other consolidation of the Company with such third party) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or within twelve (iii12) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis months of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such terminationAgreement, and the sale price in any such transaction for the Purchased Assets equals or exceeds $9,750,000, the Purchaser shall be paid a fee equal to $750,000 (Cthe “Termination Fee”) within 12 months following from the proceeds of any such termination an Acquisition Proposal is consummated or a definitive agreement or letter transaction. (b) Any payment required to be made pursuant to Section 9.4(a) shall be made promptly at the closing of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West any third-party transaction for the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or Purchased Assets as described in Section 9.4(a) and in no event later than the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to any such Acquisition Proposal, closing. Any such payment shall be made by wire transfer of immediately available funds. (b) funds to an account to be designated by the Purchaser or via cashier’s or certified check from the proceeds of the closing of such third-party transaction. In the event that West the Company shall terminate this Agreement pursuant fail to Section 6.1(e)(ii), Raindance shall pay to West the Termination Fee within five business days after required pursuant to this Section 9.4 when due, such Termination Fee shall accrue interest for the period commencing on the date this Agreement is terminatedsuch Termination Fee became due, at a rate equal to the rate of interest publicly announced by wire transfer Citibank, in the City of immediately available fundsNew York, from time to time during such period, as such bank’s Prime Lending Rate, plus 2%. In addition, if the Company fails to pay such Termination Fee, the Company shall also pay all of costs and expenses (including attorneys’ fees and related charges) in connection with efforts to collect such Termination Fee. (c) In Each of Purchaser and the Company acknowledges and agrees that in the event that Raindance shall terminate of a breach of this Agreement pursuant to Section 6.1(f)Agreement, then Raindance shall pay West payment of the Termination Fee on is not 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 exclusive remedy 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 amountparties, and (ii) Raindance the parties shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal entitled to the Prime Rate remedies set forth in effect on the date Section 12.3, including injunction and specific performance, and all additional and other remedies available at law or in equity to which such overdue amount was originally required to party may be paidentitled, unless specifically set forth herein.

Termination Fee. (a) In the event that If: (i) Seller or Buyer terminates this Agreement pursuant to Section 10.1(g) of this Agreement; and within 12 months of such termination (A) an Acquisition Proposal or Acquisition Transaction has been announced with respect to any Seller Entity or (iB) either Party an Acquisition Agreement with respect to an Acquisition Transaction has been entered into with respect to Seller or any Seller Entity, provided that such Acquisition Transaction is subsequently consummated; or (ii) Buyer shall terminate this Agreement pursuant to Section 6.1(c)(ii10.1(f), ; then Seller shall pay to Buyer an amount equal to $2.15 million (the “Termination Fee”) upon the earlier of such announcement or (ii) West shall terminate this the entry into such Acquisition Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn any announcement or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance statement with respect to an any Acquisition ProposalProposal by Seller or its Board of Directors, Raindance shall pay West other than a recommendation for approval of the Merger. Seller hereby waives any right to set-off or counterclaim against such amount. If the Termination Fee within five business days shall be payable pursuant to subsection (a)(i) of this Section 10.3, the Termination Fee shall be paid in same-day funds at or prior to the earliest of the earlier date of the consummation of such Acquisition Proposal Transaction, or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum execution of understanding or other agreement an Acquisition Agreement with respect to such Acquisition ProposalTransaction or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, other than a recommendation for approval of the Merger. If the Termination Fee shall be payable pursuant to subsection (a)(ii) of this Section 10.3, the Termination Fee shall be paid in same-day funds upon the earlier of (i) the execution of an Acquisition Agreement with respect to such Acquisition Transaction or the date of any announcement or statement with respect to any Acquisition Proposal by wire transfer Seller or its Board of immediately available fundsDirectors, other than a recommendation for approval of the Merger or (ii) two business days from the date of termination of this Agreement. (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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 The Parties acknowledge that the agreements contained in this Section 7.4 10.3(a) are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, West they would not enter into this Agreement. In the event that Raindance ; accordingly, if Seller fails to pay when due promptly any amount fee payable under by it pursuant to this Section 7.410.3, then (i) Raindance Seller shall reimburse West for all pay to Buyer, its costs and expenses (including disbursements and reasonable fees of counselattorneys’ fees) incurred in connection with the collection of collecting such overdue amountfee, and (ii) Raindance shall pay to West together with interest on such overdue the amount of the fee at the prime annual rate of interest (for as published in The Wall Street Journal) plus 2% as the period commencing as of same is in effect from time to time from the date such overdue amount payment was originally required to be paid and ending on due under this Agreement until the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidof payment.

Termination Fee. (a) In Termination Fee; Expense Reimbursement. (i) If this Agreement is validly terminated by Buyer pursuant to Section 8.1(a)(ix) (for the event that avoidance of doubt, within ten (10) Business Days of such Cyclerion Adverse Recommendation Change), then Cyclerion shall (A) pay to Buyer $500,000 in cash (ithe “Termination Fee”) either Party shall terminate and (B) reimburse Buyer for (1) Buyers’ expenses in connection with this Agreement and the transactions contemplated hereby (excluding the Employee Expenses and R&D Expenses) in an amount equal to $1,000,000, (2) the Employee Expenses actually reimbursed or paid by ▇▇▇▇▇ or Buyer Parent, and (3) the R&D Expenses actually reimbursed or paid by Buyer or Buyer Parent (collectively, the expenses in items (1), (2) and (3), the “Buyer Expense Reimbursement”), in each case, in immediately available funds within three (3) Business Days after such termination. If this Agreement is validly terminated by Buyer pursuant to Section 6.1(c)(ii8.1(a)(iii), or by Cyclerion or Buyer pursuant to Section 8.1(a)(ii) at a time when Buyer had a right to terminate pursuant to Section 8.1(a)(iii) (without giving effect to any notice requirement, cure period or waiting period set forth therein), then Cyclerion shall pay to Buyer the Buyer Expense Reimbursement in immediately available funds within five (5) Business Days after such termination. If this Agreement is validly terminated by either Party pursuant to Section 8.1(a)(v), Cyclerion shall reimburse Buyer for 50% of the Employee Expenses and R&D Expenses actually paid or reimbursed to Cyclerion by Buyer or Buyer Parent, in immediately available funds within five (5) Business Days after such termination. Any payment of the Termination Fee or Buyer Expense Reimbursement shall be deemed to be liquidated damages and not a penalty, and in no event shall Cyclerion be required to pay the Termination Fee or Buyer Expense Reimbursement on more than one occasion. (ii) West If (A) prior to the date of the Stockholders’ Meeting, an Acquisition Proposal shall terminate this Agreement pursuant have been publicly made or otherwise publicly communicated to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9Cyclerion and not publicly withdrawn, (B) at any time after the date of this Agreement and prior is validly terminated by Buyer pursuant to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn Section 8.1(a)(iii) or abandoned prior by either Party pursuant to such terminationSection 8.1(a)(ii) or Section 8.1(a)(v), and (C) within 12 twelve (12) months following of such termination an Acquisition Proposal is consummated or termination, Cyclerion enters into a definitive agreement or letter of intent is entered into by Raindance with respect to an to, or consummates the transactions contemplated by such Acquisition Proposal; provided, Raindance that references to “twenty-five percent (25%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”, then, (x) in respect of termination pursuant to Section 8.1(a)(iii) and Section 8.1(a)(v), Cyclerion shall pay West to Buyer the Termination Fee within five business days of the earlier of three (3) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal and (y) in respect of termination pursuant to Section 8.1(a)(ii), Cyclerion shall pay to Buyer the Termination Fee and the Buyer Expense Reimbursement within three (3) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal. (iii) Notwithstanding anything to the contrary herein or in any other Transaction Agreement, (i) in the date on which Raindance enters into event that a definitive agreementTermination Fee or Buyer Expense Reimbursement is payable under Section 8.3(a), letter Buyer’s receipt of intentsuch Termination Fee in full and/or, agreement in principlethe aggregate amount of the Buyer Expense Reimbursement actually due to Buyer, memorandum as applicable, shall be the sole and exclusive remedy of understanding the Buyer Group and their respective Affiliates and Representatives (collectively, the “Buyer Parties”) against Cyclerion, its Subsidiary and their respective Affiliates and Representatives (collectively, the “Cyclerion Parties”) for any damages suffered as a result of the failure of the Closing to be consummated or other agreement for a breach or failure to perform hereunder, and no Cyclerion Party shall have any further Liability (including with respect to any other Termination Fee or Buyer Expense Reimbursement) to any Person relating to or arising out of this Agreement or the transactions contemplated hereby, and the Buyer Parties shall be deemed to have waived all other remedies (including equitable remedies) with respect to any and all damages or Liabilities suffered or incurred in connection with this Agreement or the transactions contemplated hereby and (ii) the maximum aggregate Liability of the Cyclerion Parties, taken as a whole, under or in connection with this Agreement and the transactions contemplated hereby shall be limited to an amount equal to the amount of such Acquisition ProposalTermination Fee plus the aggregate potential amount of the Buyer Expense Reimbursement, and in no event shall any of the Buyer Parties seek to recover, or be entitled to recover, any damages, Liabilities or other losses of any kind, character or description in excess of such amount (including to any other Termination Fee or Buyer Expense Reimbursement); provided that the foregoing shall not limit the ability of Buyer to recover reimbursement costs and expenses or indemnification pursuant to Article IX, and any such reimbursement, indemnification or interest shall not reduce the amount of such Termination Fee; and provided, further, that nothing in this Section 8.3(a)(iii) shall restrict Buyer’s entitlement to seek and obtain specific performance as and to the extent permitted by wire transfer of immediately available fundsSection 12.17. (biv) 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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 Cyclerion acknowledges that the agreements contained in this Section 7.4 8.3(a) are an integral part of the transactions contemplated by this Agreement and that, without these agreements, West Buyer would not enter into this Agreement. In the event that Raindance Accordingly, if Cyclerion fails promptly to pay the Termination Fee or Buyer Expense Reimbursement when due any amount payable under pursuant to this Section 7.48.3(a), then (i) Raindance it shall reimburse West for all pay any reasonable and documented out-of-pocket costs and expenses (including disbursements and reasonable fees of counsel) incurred by Buyer in connection with the collection enforcing this Agreement to obtain payment of such overdue amountunpaid fee (including by legal action), and (ii) Raindance shall pay to West together with interest on the amount of such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) unpaid fee at a rate per annum equal to the Prime Rate in effect on 2% from the date such overdue amount fee was originally required to be paidpaid to (but excluding) the payment date.

Termination Fee. If Tenant exercises the Termination Option, Tenant shall pay Landlord a termination fee (athe “Termination Fee”) In equal to the event that sum of (i) an amount equal to six (6) times the monthly Base Rent under this Lease for the Terminated Premises, at the rate(s) applicable as of the Early Termination Date (i.e. $23.00 per rentable square foot per year), plus (ii) the Amortization Amount, plus (iii) the Unrealized Average Rent for the Terminated Premises The “Amortization Amount” shall be the unamortized amount, as of the Early Termination Date, of the total of (A) (i) either Party shall terminate this Agreement the Improvement Allowance disbursed by Landlord in connection with the construction of the Tenant Improvements pursuant to Section 6.1(c)(ii)the Work Letter and any improvement allowance paid by Landlord in connection with the leasing of any other space included in the Terminated Premises, or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, plus (B) at any time the leasing commissions and reasonable legal fees incurred by Landlord in connection with leasing of the Terminated Premises. If the Terminated Premises is less than the entire Premises then leased hereunder, the Amortization Amount shall be determined by calculating the amounts described in (A) and (B) above on a per square foot basis and multiplying such sum by the Rentable Area of the Terminated Premises (provided that the Amortization Amount shall be separately calculated for that portion of the Terminated Premises which is part of the Premises initially leased hereunder and for those portions of the Terminated Premises, if any, added to the Premises after the date Commencement Date). For purposes of this Agreement calculating the unamortized portion of the Amortization Amount, the amortization period for the Premises initially leased hereunder shall be the period commencing on the Commencement Date of the Lease and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such terminationending on the scheduled Expiration Date of the initial Lease term, 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 amortization period for any portion of the earlier Terminated Premises not part of the consummation of such Acquisition Proposal or Premises initially leased hereunder shall be the date period commencing on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement the Commencement Date with respect to such Acquisition Proposal, by wire transfer of 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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid space and ending on the date such overdue amount is actually paid in fullscheduled Expiration Date of the initial Lease term. The amortization shall be on a straight line basis at an annual interest rate of eight percent (8%) at a rate per annum equal annum. Landlord shall confirm the total Amortization Amount with respect to any increment of space leased hereunder upon Tenant’s written request. To reflect the fact that this Lease provides for an abatement of the Base Rent payable hereunder with respect to the Prime Rate in effect on Third Floor Premises, Fourth Floor Premises, and Fifth Floor Premises for a period of twelve (12) months, and for an abatement of the date such overdue amount was originally required Base Rent payable hereunder with respect to be paidthe Second Floor Premises for a period of eighteen (18) months, the “Unrealized Average Rents” as of the Early Termination Date is $15.00 per square foot of Rentable Area of that portion of the Terminated Premises comprised of the Third Floor Premises, Fourth Floor Premises, and Fifth Floor Premises initially leased hereunder and $25.00 per square foot of Rentable Area of the Terminated Premises comprised of the Second Floor Premises initially leased hereunder. Tenant shall pay fifty percent (50%) of the Termination Fee upon delivery of the Termination Notice and shall pay the remaining balance of the Termination Fee at least thirty (30) days prior to the Early Termination Date.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate If this Agreement is terminated by Parent pursuant to Section 6.1(c)(ii8.2(c) or (d), or (ii) West then the Company shall terminate reimburse Parent and the Purchaser their actual, incurred expenses directly relating to the transactions contemplated by this Agreement up to the sum of $300,000 in the aggregate (the “Expense Payment”) promptly (but no later than one Business Day) after Parent and the Purchaser provide the Company reasonable evidence of such expenses. If the Expense Payment is payable pursuant to the preceding sentence and within 18 months after such termination of this Agreement the Company consummates a Termination Transaction with a third party, the Company shall pay to Parent a termination fee equal to $900,000 (the “Termination Fee”) promptly (but in no event later than one Business Day) after consummation of the Termination Transaction. If this Agreement is terminated by either party pursuant to Section 6.1(e)(i)8.1(c) and, or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated Transaction by a third party has been publicly announced or otherwise become publicly known or a definitive agreement or letter of intent is entered into by Raindance third party has publicly announced an intention to make a proposal with respect to an Acquisition ProposalTransaction and the Company consummates a Termination Transaction with such third party within 18 months after such termination, Raindance then the Company shall pay West to Parent and the Purchaser (i) the Expense Payment promptly (but no later than one Business Day) after Parent and the Purchaser provide the Company reasonable evidence of such expenses and (ii) the Termination Fee within five business days promptly (but in no event later than one Business Day) after consummation of the earlier of the consummation of Termination Transaction. If this Agreement is terminated by either party pursuant to Section 8.1(b) and, prior to such termination, an Acquisition Proposal Transaction by a third party has been publicly announced or the date on which Raindance enters into otherwise become publicly known or a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement third party has publicly announced an intention to make a proposal with respect to an Acquisition Transaction and the Company consummates a Termination Transaction with such Acquisition Proposalthird party within 18 months after such termination, by wire transfer then the Company shall pay to Parent and the Purchaser the Expense Payment promptly (but no later than one Business Day) after Parent and the Purchaser provide the Company reasonable evidence of immediately available fundssuch expenses. (b) In the event that West shall terminate If this Agreement is terminated by the Company pursuant to Section 6.1(e)(ii8.3(a), Raindance then (i) the Company shall pay to West Parent and the Termination Fee Purchaser the Expense Payment promptly (but no later than one Business Day) after Parent and the Purchaser provide the Company reasonable evidence of such expenses, (ii) the Company shall pay to Parent a termination fee equal to $300,000 (the “Interim Fee”) promptly (but no later than one Business Day) after entering into a definitive acquisition agreement with respect to a Superior Proposal, and (iii) if within five business days 18 months after the date such termination of this Agreement is terminatedthe Company consummates a Termination Transaction, by wire transfer of immediately available fundsthe Company shall pay Parent an additional termination fee equal to $600,000 (the “Final Fee”) promptly (but in no event later than one Business Day) after such consummation. (c) In the event that Raindance shall terminate If this Agreement is terminated by Parent pursuant to Section 6.1(f8.2(a) (other than solely due to a Loss Reserve MAE) or Section 8.2(b), then Raindance the Company shall pay West to Parent and the Termination Fee on Purchaser the date this Agreement is terminated, by wire transfer Expense Payment promptly (but no later than one Business Day) after Parent and the Purchaser provide the Company reasonable evidence of immediately available fundssuch expenses. (d) Raindance hereby Acceptance by Parent and Purchaser of any payments referred to in this Section shall constitute conclusive evidence that this Agreement has been validly terminated, and upon such acceptance the Company shall be fully released and discharged from any liability or obligation resulting from or under this Agreement (except that acceptance of the Expense Payment shall not relieve the Company from its obligation to pay the Termination Fee in accordance with this Section). The Expense Payment and Termination Fee shall be paid by wire transfer to Parent. (e) The Company acknowledges that the agreements contained in this Section 7.4 8.6 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, West Parent would not enter into this Agreement. In ; accordingly, if the event that Raindance Company fails to timely pay when due any amount payable under due pursuant to this Section 7.48.6, then (i) Raindance and, in order to obtain the payment, Parent commences a suit which results in a judgment against the Company for the payment set forth in this Section 8.6, the Company shall reimburse West for all pay to Parent its reasonable costs and expenses (including disbursements and reasonable fees of counselattorneys’ fees) incurred in connection with the collection of such overdue amountthis suit, and (ii) Raindance shall pay to West together with interest on such overdue the amount (due from each date for payment until the period commencing as date of the date such overdue amount was originally required to be paid and ending on payment at the date such overdue amount is actually paid in full) at a prime rate per annum equal to the Prime Rate of interest as charged by Fifth Third Bank, in effect on the date such overdue amount the payment was originally required to be paidmade. (f) For purposes of this Agreement, a “Termination Transaction” shall mean any acquisition of more than fifty percent (50%) of the Company and its subsidiaries, taken as a whole, by means of a merger, consolidation, share exchange or other business combination involving the Company and its subsidiaries, or acquisition of more than fifty percent (50%) of the assets or capital stock of the Company and its subsidiaries, taken as a whole, in each case other than the transactions with Parent or the Purchaser contemplated by this Agreement.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate Upon termination of this Agreement pursuant due to Section 6.1(c)(iian Event of Default by Owner and in those other circumstances provided in Articles 15.02(e), or 16.02(b) and 21.03, Owner shall, in addition to all other amounts due and payable hereunder, pay to Manager a fee (iithe "Termination Fee") West shall terminate this Agreement pursuant as set forth below as liquidated damages for its default. Owner's obligation to Section 6.1(e)(ipay for all indemnification and defense claims (subject to Articles 14.01(c) and 14.02), or to maintain insurance after termination (iiiwith respect to occurrences before termination) West and to pay for all costs of operating the Casino prior to termination shall terminate this Agreement pursuant be in addition to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date and shall survive termination of this Agreement and prior payment of the Termination Fee. The Termination Fee that shall be payable by Owner to such Manager in the event of, and at the time of, termination there of this Agreement due to any Event of Default by Owner and in certain other circumstances provided for in this Agreement shall have been publicly announced be an Acquisition Proposal that has not been formally withdrawn or abandoned prior amount equal to such three (3) times the average amount of annual Management Fees earned in the twenty-four (24) Fiscal Months preceding termination, but, until the end of the third full Fiscal Year following the Opening Date, not less than FORTY-FOUR MILLION AND 00/100 DOLLARS ($44,000,000), increased by the percentage increase in the CPI occurring between the Opening Date and (C) within 12 months following the date of termination. Notwithstanding the foregoing, if any default or event, action or omission by Owner giving rise to a termination by Manager results solely from an action or omission of Manager's Affiliate in its capacity as shareholder of Owner, or the action or omission of the directors of Owner elected by Manager's Affiliate, Manager shall not in any such termination an Acquisition Proposal is consummated or event receive 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of 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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 such Event of such overdue amountDefault or resulting termination. OWNER RECOGNIZES AND AGREES THAT IF THIS AGREEMENT IS TERMINATED FOR THE REASONS SPECIFIED HEREIN AS ENTITLING MANAGER TO RECEIVE A TERMINATION FEE, and (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidMANAGER WOULD SUFFER AN ECONOMIC LOSS BY VIRTUE OF THE RESULTING LOSS OF MANAGEMENT FEES WHICH WOULD OTHERWISE HAVE BEEN EARNED UNDER THIS AGREEMENT. BECAUSE SUCH FEES VARY IN AMOUNT DEPENDING ON THE GROSS REVENUES EARNED AT THE CASINO AND ACCORDINGLY WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN WITH CERTAINTY, THE PARTIES AGREE THAT THE TERMINATION FEE PROVIDED IN THIS AGREEMENT HAS BEEN DETERMINED TO CONSTITUTE A REASONABLE ESTIMATE OF LIQUIDATED DAMAGES TO MANAGER. IT IS AGREED THAT MANAGER SHALL NOT BE ENTITLED TO MAINTAIN A CAUSE OF ACTION AGAINST OWNER FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT OR ACTUAL DAMAGES IN EXCESS OF THE TERMINATION FEE IN ANY CONTEXT WHERE THE TERMINATION FEE IS PROVIDED BY THIS AGREEMENT TO BE MANAGER'S REMEDY, AND RECEIPT OF SUCH FEE TOGETHER WITH ALL OTHER AMOUNTS DUE AND PAYABLE BY OWNER TO MANAGER WITH RESPECT TO EVENTS OCCURRING PRIOR TO OR IN CONNECTION WITH THE TERMINATION OF THIS AGREEMENT AND MANAGER'S CONTINUING RIGHT TO INSURANCE COVERAGE, INDEMNIFICATION FOR PRE- AND POST-TERMINATION OCCURRENCES, AND PROTECTION OF ITS PROPRIETARY SYSTEM MARKS BY INJUNCTIVE AND OTHER APPROPRIATE RELIEF SHALL BE MANAGER'S SOLE REMEDY AGAINST OWNER IN ANY SUCH CASE.

Termination Fee. (a) In Upon 30 days' written notice, the event that (A) (i) either Controlling Party shall may terminate all the rights and obligations of the Backup Servicer under this Agreement pursuant as to Section 6.1(c)(ii), any or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days all of the earlier of the consummation of such Acquisition Proposal Receivables or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsBackup Servicer Duties. (b) In the event that West shall terminate (a) notice of termination of this Agreement pursuant Agreement, or of termination of the rights and obligations of the Backup Servicer hereunder, is given, or (b) the Backup Servicer resigns in accordance with Section 8A.4, the Backup Servicer covenants that all funds and any item comprising a Receivable File in its possession relating to Section 6.1(e)(ii)the affected Receivables (collectively, Raindance shall pay the "Backup Contract Records") shall, at the option of the Controlling Party, immediately upon receipt of notice of termination or the resignation of the Backup Servicer, be submitted to West the Termination Fee within five business days after control of the date this Agreement is terminated, by wire transfer of immediately available fundsIndenture Trustee. (c) In Notwithstanding any termination of this Agreement, or of all or a portion of the event that Raindance rights and obligations of the Backup Servicer hereunder, the Backup Servicer shall terminate this Agreement pursuant not be relieved of liability for all amounts due, or responsibilities owed the Issuer, the Indenture Trustee, the Insurer, the Noteholders or the Certificateholders in respect of its obligations hereunder while it served as the Backup Servicer. The Backup Servicer forthwith upon such termination or resignation shall (a) use its best efforts to Section 6.1(f), then Raindance shall pay West effect the Termination Fee on the date this Agreement is terminated, by wire orderly and efficient transfer of immediately available funds. (d) Raindance hereby acknowledges that Backup Servicer Duties to a new backup servicer or other designee selected by 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 amountControlling Party, and (iib) Raindance shall pay to West interest on such overdue amount (arrange for the period commencing as physical transfer and delivery to the Controlling Party or to a new backup servicer or other designee selected by the Controlling Party of all Contract Receivable Records and copies thereof in its possession. Any successor servicer hereunder shall meet the requirements and be selected in accordance with the procedures specified in Section 8A.4. Notwithstanding any termination of this Agreement, or any termination of all the rights and obligations of the date such overdue amount was originally required Backup Servicer hereunder as to all or any number of Receivables, or any resignation of the Backup Servicer, in any case pursuant to any provision of this Agreement, the Backup Servicer shall be paid entitled to receive all amounts accrued and ending on owing to it under this Agreement from the date such overdue amount is actually paid Borrower in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidaccordance with Section 8A.8 hereof.

Termination Fee. (a) In the event that (A) If: (i) either Party shall terminate Bema terminates this Agreement pursuant to Section 6.1(c)(ii), or in accordance with paragraph 15 hereof; (ii) West shall terminate Bema or Kinross terminates this Agreement pursuant to Section 6.1(e)(i)in accordance with subparagraph 17(a)(ii) hereof and, within 45 days following the effective date of such termination, Bema or its board of directors accepts, approves or recommends, or enters into an agreement with respect to, an Acquisition Proposal; or (iii) West shall terminate this Agreement pursuant to Section 6.1(ban Acquisition Proposal (a "Pending Bema Acquisition Proposal") on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an and such Pending Bema Acquisition Proposal that has shall not have been formally publicly withdrawn or abandoned prior to the Bema Meeting, if any, and, thereafter the Bema Required Vote shall not have been obtained (including if the Bema Meeting is not held) and Bema completes such termination, and (C) Pending Bema Acquisition Proposal within 12 months following the Completion Deadline, (any such event being a "Triggering Event"), then Bema shall pay Kinross an amount in cash equal to $79 million in immediately available funds to an account designated by Kinross. Such payment shall be made (a) in the case of a Triggering Event described in Subparagraph 16(a)(i), concurrently with such termination (and shall be a condition to the effectiveness of such termination by Bema), (b) in the case of a Triggering Event described in Subparagraph 16(a)(ii), concurrently with the acceptance approval, recommendation or entering into of an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to to, an Acquisition Proposal, Raindance shall pay West and (c) in the Termination Fee within five business days case of a Triggering Event described in Subparagraph 16(a)(iii), concurrently with completion of the earlier Pending Bema Acquisition Proposal. The obligation to make any payment required by this paragraph shall survive any termination of this Agreement. Bema hereby acknowledges that the payment amount set out in this subparagraph is a payment of liquidated damages which is a pre-estimate of the consummation damages which Kinross will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the transactions contemplated herein and is not a penalty. Bema hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of such Acquisition Proposal or amount by Kinross, Kinross shall have no further claim against Bema in respect of the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect failure to such Acquisition Proposal, by wire transfer of immediately available fundscomplete the transactions contemplated herein. (b) In Bema shall pay to Kinross, or cause to be paid to Kinross, in immediately available funds to an account designated by Kinross, the reasonable documented expenses of Kinross and its affiliates incurred in connection with the transactions contemplated hereby not to exceed $7.5 million, in the event that West Kinross shall terminate have terminated this Agreement pursuant to Section 6.1(e)(ii)subparagraph 17(b) hereof. Such payment shall be in addition to, Raindance shall pay to West the Termination Fee within five business days after the date this Agreement is terminatedand not in substitution of, any other rights which Kinross may have in respect of any breach by wire transfer Bema of immediately available fundsits covenants hereunder. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(f), then Raindance Kinross shall pay West the Termination Fee on the date this Agreement is terminatedto Bema, by wire transfer of or cause to be paid to Bema, in immediately available funds. (d) Raindance hereby acknowledges that funds to an account designated by Bema, the agreements contained in this Section 7.4 are an integral part reasonable documented expenses of the transactions contemplated by this Agreement Bema 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) its affiliates incurred in connection with the collection of such overdue amounttransactions contemplated hereby not to exceed $7.5 million, in the event that Bema shall have terminated this Agreement pursuant to subparagraph 17(c) hereof. Such payment shall be in addition to, and (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as not in substitution of, any other rights which Bema may have in respect 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 the Prime Rate in effect on the date such overdue amount was originally required to be paidany breach by Kinross of its covenants hereunder.

Termination Fee. (a) In Notwithstanding any other provision of the event that (A) Agreement or this Fee Letter Agreement to the 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) either Party shall terminate this Agreement pursuant the payment by the Corporation to Section 6.1(c)(ii)the Bank of a Termination Fee as described below, or (ii) West shall terminate the payment by the Corporation to the Bank of all Obligations payable under the Agreement and this Fee Letter Agreement pursuant to Section 6.1(e)(i), or and (iii) West shall the Corporation providing the Bank with ten (10) days prior written notice of its intent to terminate this Agreement pursuant to Section 6.1(b) on or replace the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to the Letter of Credit; provided, that any such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier Agreement or the Letter of Credit shall be in compliance with the terms and conditions of the consummation of such Acquisition Proposal or Trust Agreement and the date on which Raindance enters into a definitive agreement, letter of intent, agreement Agreement. The Corporation agrees that all payments to the Bank referred to in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of the preceding paragraph shall be made in immediately available funds. (b) In the event that West shall terminate this Agreement pursuant The Corporation hereby agrees to Section 6.1(e)(ii), Raindance shall pay to West the Bank a Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 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 (A) the Letter of Credit Fee Rate in effect pursuant to Section 1.1 hereof on the date of termination, (B) the Stated Amount (without regard to any temporary reductions thereof) on the date of such overdue amounttermination 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 Date of Issuance and the denominator of which is 360 (the “Termination Fee”), payable on the date the Letter of Credit is terminated or replaced; provided, however, that no Termination Fee shall be due with respect to a 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 (i) (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 Moody’s, “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 U.S. Bank National Association and not ratings assigned to U.S. Bank National Association’s parent or holding company or any other affiliate of U.S. Bank National Association); (ii) Raindance shall pay the Bank having imposed increased costs upon the Corporation and the County pursuant to West interest on such overdue amount (for the period commencing as Section 2.8 of the date such overdue amount was originally required to be paid and ending on Agreement or (iii) a refunding or refinancing of the date such overdue amount is actually paid Notes in full) at full that does not require or involve credit enhancement, liquidity support or bank direct purchase from a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidbank, financial institution or other third party.

Termination Fee. (a) In Notwithstanding any other provision of the event that (A) Agreement or this Fee Letter Agreement to the 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) either Party shall terminate this Agreement pursuant the payment by the Corporation to Section 6.1(c)(ii)the Bank of a Termination Fee as described below, or (ii) West shall terminate the payment by the Corporation to the Bank of all Obligations payable under the Agreement and this Fee Letter Agreement pursuant to Section 6.1(e)(i), or and (iii) West shall the Corporation providing the Bank with ten (10) days prior written notice of its intent to terminate this Agreement pursuant to Section 6.1(b) on or replace the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to the Letter of Credit; provided, that any such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier Agreement or the Letter of Credit shall be in compliance with the terms and conditions of the consummation of such Acquisition Proposal or Trust Agreement and the date on which Raindance enters into a definitive agreement, letter of intent, agreement Agreement. The Corporation agrees that all payments to the Bank referred to in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of the preceding paragraph shall be made in immediately available funds. (b) In the event that West shall terminate this Agreement pursuant The Corporation hereby agrees to Section 6.1(e)(ii), Raindance shall pay to West the Bank a Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 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 (A) the Letter of Credit Fee Rate in effect pursuant to Section 1.1 hereof on the date of termination, (B) the Stated Amount (without regard to any temporary reductions thereof) on the date of such overdue amounttermination 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 Date of Issuance and the denominator of which is 360 (the “Termination Fee”), payable on the date the Letter of Credit is terminated or replaced; provided, however, that no Termination Fee shall be due with respect to a 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 (i) (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) Raindance shall pay the Bank having imposed increased costs upon the Corporation and the County pursuant to West interest on such overdue amount (for the period commencing as Section 2.8 of the date such overdue amount was originally required to be paid and ending on Agreement or (iii) a refunding or refinancing of the date such overdue amount is actually paid Notes in full) at full that does not require or involve credit enhancement, liquidity support or bank direct purchase from a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidbank, financial institution or other third party.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate Purchaser terminates this Agreement pursuant to Section 6.1(c)(ii)18.3 due to non-satisfaction of the condition provided for in Section 10.15, or (ii) West shall terminate Seller terminates this Agreement pursuant in accordance with Section 11.8, Purchaser will be obligated to Section 6.1(e)(iimmediately pay to Seller and the Shareholders a fee in the amount of $1,000,000 (the "Termination Fee"). In the event that the Closing shall not have occurred on or before November 30, or 2004, then Purchaser and Seller will enter into an escrow agreement (iiithe "Escrow Agreement") West shall terminate this Agreement pursuant with an escrow agent (the "Escrow Agent") mutually acceptable to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement Purchaser and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such terminationSeller, 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 Purchaser will deliver 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, cash by wire transfer of immediately available funds. (b) In funds to an account specified by the event that West shall terminate this Agreement Escrow Agent to be held in escrow pursuant to Section 6.1(e)(ii)the terms of the Escrow Agreement. If the Closing shall not have occurred by November 30, Raindance 2004 and Purchaser has shall pay to West not have paid the Termination Fee within five business days after to an Escrow Agent, then Seller or the date this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall Shareholders may terminate this Agreement. The Escrow Agreement pursuant to Section 6.1(f), then Raindance shall pay West will provide that the Termination Fee on will be held by the date this Agreement is terminated, by wire transfer of immediately available funds. (d) Raindance hereby acknowledges that Escrow Agent until the agreements contained in this Section 7.4 are an integral part first to occur 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 following: (i) Raindance shall reimburse West for the termination of this Agreement under circumstances that obligate Purchaser to pay the Termination Fee, at which time the Termination Fee (minus all costs fees and expenses (including disbursements and reasonable fees of counsel) incurred charged in connection with the collection of such overdue amountEscrow Agreement) will be paid to Seller and the Shareholders by the Escrow Agent to satisfy Purchaser's obligations to pay the Termination Fee under this Section 18.5, and (ii) Raindance shall this Agreement is terminated under circumstances that do not obligate Purchaser to pay the Termination Fee, at which time the Termination Fee (minus all fees and expenses charged in connection with the Escrow Agreement) will be refunded by the Escrow Agent to West interest on such overdue Purchaser, or (iii) the Closing, at which time the Termination Fee (minus all fees and expenses charged in connection with the Escrow Agreement) will be paid to Seller and the Shareholders by the Escrow Agent and the Purchase Price will be reduced by the amount (for the period commencing as of the date such overdue amount was originally required to be paid Termination Fee (minus all fees and ending on expenses charged in connection with the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidEscrow Agreement).

Termination Fee. (a) In the event that (A) this Agreement shall be terminated by (i) either Party shall terminate this Agreement Purchaser pursuant to Section 6.1(c)(ii11.1(c), for reasons other than (x) a materially adverse change in the Business after the date hereof caused by events outside of the control of Seller or (y) Purchaser's material breach of any representation, warranty, covenant or other agreement contained herein, or (ii) West shall terminate this Agreement by Seller pursuant to Section 6.1(e)(i11.1(c), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a for reasons other than Seller's material breach by Raindance of Section 4.4 or 4.9any representation, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such terminationwarranty, 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding covenant or other agreement contained herein, the non-terminating party shall pay to the terminating party $62,500 to reimburse the terminating party expenses incurred in connection with respect to such Acquisition Proposalthe negotiation, by wire transfer diligence review, preparation and consummation of immediately available fundsthe transactions contemplated hereby. (b) In the event that West shall terminate this Agreement shall be terminated by Seller pursuant to Section 6.1(e)(ii)11.1(g) and the Seller enters into such Competing Transaction within twelve (12) months of the date of such termination, Raindance Seller shall pay to West Purchaser at the Termination Fee within five business days after closing of the date this Agreement is terminatedCompeting Transaction $500,000 plus all expenses actually incurred by Purchaser in connection with the negotiation, by wire transfer diligence review, preparation and consummation of immediately available fundstransactions contemplated hereby. (c) In the event The parties hereto acknowledge that Raindance shall terminate this Agreement pursuant failure to Section 6.1(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 consummate the transactions contemplated by this Agreement hereby would have a material adverse effect on the respective businesses of Seller and that, without these agreements, West would not enter into this AgreementPurchaser. In the event that Raindance fails Seller or Purchaser terminates this Agreement after the Approval Order has been issued by the Bankruptcy Court and the Seller has obtained the consent of Union Bank of California, N.A., U.S. Bank and Westar Capital, LLC. to pay when due release all liens encumbering the Acquired Assets, the non-terminating party shall have the right, in addition to any amount payable other rights at law or in equity, to enforce specific performance of terminating party's obligations 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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidAgreement.

Termination Fee. (a) In North Fork shall pay GreenPoint, by wire transfer of immediately available funds, the event that sum of $250 million (Athe “North Fork Termination Fee”) if this Agreement is terminated as follows: (i) either Party if GreenPoint shall terminate this Agreement pursuant to Section 6.1(c)(ii8.1(g), or then North Fork shall pay the North Fork Termination Fee on the business day following such termination; (ii) West if (A) either party shall terminate this Agreement pursuant to Section 6.1(e)(i)8.1(d) because the required North Fork stockholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the North Fork Stockholders Meeting an Acquisition Transaction shall have been publicly announced or otherwise communicated to the senior management or Board of Directors of North Fork (a “Public Proposal” with respect to North Fork) that has not been withdrawn prior to such date, then North Fork shall pay one-third of the North Fork Termination Fee on the business day following such termination; and if (C) within eighteen (18) months of the date of such termination of this Agreement, North Fork or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then North Fork shall pay the remaining two-thirds of the North Fork Termination Fee upon the date of such execution or consummation; and (iii) West if (A) either party shall terminate this Agreement pursuant to Section 6.1(b8.1(c) on the basis of a material breach by Raindance of or GreenPoint shall terminate this Agreement pursuant to Section 4.4 8.1(e) or 4.9(f), (B) at any time after the date of this Agreement and prior to before such termination there shall have been publicly announced an Acquisition a Public Proposal with respect to North Fork that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following the occurrence of such Public Proposal, North Fork shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then North Fork shall pay one-third of the North Fork Termination Fee on the business day 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 termination; and (D) if within five business days eighteen (18) months of the earlier of the consummation date of such Acquisition Proposal termination of this Agreement, North Fork or the date on which Raindance enters into a any of its Subsidiaries executes any definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to, or consummates, any Acquisition Transaction, then North Fork shall pay the remaining two-thirds of the North Fork Termination Fee upon the date of such execution or consummation. If North Fork fails to pay all amounts due to GreenPoint on the dates specified, then North Fork shall pay all costs and expenses (including legal fees and expenses) incurred by GreenPoint in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such Acquisition Proposalunpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by GreenPoint. (b) GreenPoint shall pay North Fork, by wire transfer of immediately available funds., the sum of $250 million (the “GreenPoint Termination Fee”) if this Agreement is terminated as follows: (bi) In the event that West if North Fork shall terminate this Agreement pursuant to Section 6.1(e)(ii8.1(g), Raindance then GreenPoint shall pay to West the GreenPoint Termination Fee within five on the business days after the date this Agreement is terminated, by wire transfer of immediately available funds.day following such termination; (cii) In the event that Raindance if (A) either party shall terminate this Agreement pursuant to Section 6.1(f)8.1(d) because the required GreenPoint stockholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the GreenPoint Stockholders Meeting there shall have been a Public Proposal with respect to GreenPoint that has not been withdrawn prior to such date, then Raindance GreenPoint shall pay West one-third of the GreenPoint Termination Fee on the business day following such termination; and if (C) within eighteen (18) months of the date of such termination of this Agreement, GreenPoint or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then GreenPoint shall pay the remaining two-thirds of the GreenPoint Termination Fee on the date of such execution or consummation; and (iii) if (A) either party shall terminate this Agreement is terminatedpursuant to Section 8.1(c) or North Fork shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to GreenPoint that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, GreenPoint shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then GreenPoint shall pay one-third of the GreenPoint Termination Fee on the business day following such termination; and (D) if within eighteen (18) months of the date of such termination of this Agreement, GreenPoint or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then GreenPoint shall pay the remaining two-thirds of the GreenPoint Termination Fee upon the date of such execution or consummation. If GreenPoint fails to pay all amounts due to North Fork on the dates specified, then GreenPoint shall pay all costs and expenses (including legal fees and expenses) incurred by wire transfer North Fork in connection with any action or proceeding (including the filing of immediately available fundsany lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by North Fork. (dc) Raindance hereby acknowledges The parties acknowledge that the agreements contained in this Section 7.4 8.5 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, West the parties would not enter have entered into this Agreement. In . (d) For purposes of this Agreement, the event that Raindance fails to pay when due any amount payable under this Section 7.4, then term “Acquisition Transaction” shall mean (i) Raindance shall reimburse West for the direct or indirect acquisition, purchase or assumption of all costs and expenses or a substantial portion of the assets or deposits of GreenPoint or North Fork, as the case may be, (ii) the acquisition by any person of direct or indirect beneficial ownership (including disbursements and reasonable fees by way of counselmerger, consolidation, share exchange or otherwise) incurred of 20% or more of the outstanding shares of voting stock of GreenPoint or North Fork, as the case may be, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving GreenPoint or North Fork, as the case may be, other than a merger, business combination or similar transaction of the party in connection with question if (x) the collection shareholders of such overdue amountparty immediately before any such transaction own at least 60% of the voting stock of the entity surviving such transaction (or the parent thereof) immediately following such transaction, and (iiy) Raindance as a result of such transaction no person or group shall pay to West interest on such overdue amount (for the period commencing as own or control 20% or more of the date such overdue amount was originally required to be paid and ending on voting stock of the date such overdue amount is actually paid in fullsurviving entity (or parent thereof) at a rate per annum equal to immediately following the Prime Rate in effect on the date such overdue amount was originally required to be paidtransaction.

Termination Fee. (a) In If under either of the event that following circumstances: (i) Seller terminates this Agreement pursuant to Section 0 of this Agreement and within 12 months of such termination (A) an Acquisition Proposal or Acquisition Transaction has been announced by Seller, or in cooperation with Seller, with respect to any Seller Entity or (iB) either Party an Acquisition Agreement with respect to an Acquisition Transaction has been entered into with respect to Seller or any Seller Entity; or (ii) Buyer shall terminate this Agreement pursuant to Section 6.1(c)(ii10.1(e)(i)-(v); then Seller shall promptly pay to Buyer an amount equal to $1,000,000 (the “Termination Fee”) upon the earlier of such announcement or the entry into such Acquisition Agreement or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, or (ii) West shall terminate this Agreement other than a recommendation for approval of the Merger; provided, however, that in connection with a termination pursuant to Section 6.1(e)(i)10.1(e)(i) only, the Termination Fee shall be paid when the Acquisition Transaction is consummated, as opposed for the others to be paid at the time of termination. Seller hereby waives any right to set-off or (iii) West counterclaim against such amount. If the Termination Fee shall terminate this Agreement be payable pursuant to subsection (a)(i) of this Section 6.1(b) on 10.3, the basis Termination Fee shall be paid in same-day funds at or prior to the earliest of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal Transaction, or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum execution of understanding or other agreement an Acquisition Agreement with respect to such Acquisition ProposalTransaction or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, other than a recommendation for approval of the Merger. If the Termination Fee shall be payable pursuant to subsection (a)(ii) of this Section 10.3, the Termination Fee shall be paid in same-day funds upon the earlier of (i) the execution of an Acquisition Agreement with respect to such Acquisition Transaction or the date of any announcement or statement with respect to any Acquisition Proposal by wire transfer Seller or its Board of immediately available fundsDirectors, other than a recommendation for approval of the Merger or (ii) two business days from the date of termination of this Agreement. (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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 The Parties acknowledge that the agreements contained in this Section 7.4 10.3(a) are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, West they would not enter into this Agreement. In the event that Raindance Accordingly, if Seller fails to pay when due promptly any amount fee payable under by it pursuant to this Section 7.410.3, then (i) Raindance Seller shall reimburse West for all pay to Buyer, its reasonable costs and expenses (including disbursements reasonable attorneys’ fees and reasonable fees of counselcharges) incurred in connection with the collection of collecting such overdue amountTermination Fee, and (ii) Raindance shall pay to West together with interest on such overdue the amount of the fee at the prime annual rate of interest (for as published in The Wall Street Journal) plus 2% as the period commencing as of same is in effect from time to time from the date such overdue amount payment was originally required to be paid and ending on due under this Agreement until the date such overdue amount is actually paid in fullof payment. (c) at a rate per annum equal Notwithstanding anything herein to the Prime Rate contrary, in effect on no event shall the date such overdue aggregate amount was originally required that Seller must pay to be paidBuyer pursuant to Section 10.3(a) above exceed $1,000,000.

Termination Fee. (a) In Home Building Bancorp shall pay to First Bancorp a fee of $500,000 (the event that "FEE") if this Agreement is terminated as follows: (i) if this Agreement is terminated by First Bancorp pursuant to SECTION 7.1(F), then Home Building Bancorp shall pay the Fee on the second business day following such termination; and (ii) if this Agreement is terminated by (A) (i) either Party shall terminate this Agreement party pursuant to Section 6.1(c)(ii), SECTION 7.1(B) or (iiB) West shall terminate this Agreement by First Bancorp pursuant to Section 6.1(e)(i)SECTION 7.1(E) because of Home Building Bancorp's willful breach of any representation, warranty, covenant or agreement under this Agreement, and in any such case an Acquisition Proposal with respect to Home Building Bancorp shall have been publicly announced or otherwise communicated or made known to Home Building Bancorp's Board of Directors (iii) West or any person shall terminate this Agreement pursuant have publicly announced, communicated or made known an intention to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (Bmake an Acquisition Proposal) at any time after the date of this Agreement 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 Home Building Bancorp shall pay (x) one third of the Fee to First Bancorp on the second business day following such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (Cy) if within 12 months following after such termination an Acquisition Proposal is consummated or Home Building Bancorp enters into a definitive agreement or letter of intent is entered into by Raindance with respect to to, or consummates, an Acquisition Proposal, Raindance then Home Building Bancorp shall pay West the Termination Fee within five business days remainder of the earlier of Fee on the consummation date of such Acquisition Proposal execution or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect consummation. (b) Any amount that becomes payable pursuant to such Acquisition Proposal, SECTION 7.2(A) shall be paid by wire transfer of immediately available funds. (b) In the event that West shall terminate this Agreement pursuant funds to Section 6.1(e)(ii), Raindance shall pay an account designated by First Bancorp in writing to West the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available fundsHome Building Bancorp. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 Home Building Bancorp acknowledges that the agreements agreement contained in this Section 7.4 are SECTION 7.2(A) is an integral part of the transactions contemplated by this Agreement, that without such agreement by Home Building Bancorp, First Bancorp would not have entered into this Agreement and that, without these agreements, West would that such amounts do not enter into this Agreementconstitute a penalty. In the event that Raindance If Home Building Bancorp fails to pay when the amounts due any amount payable under this Section 7.4SECTION 7.2(A) with the time periods specified, then (i) Raindance Home Building Bancorp shall reimburse West for all pay the costs and expenses (including disbursements reasonable legal fees and reasonable fees of counselexpenses) incurred by First Bancorp in connection with any action, including the collection filing of any lawsuit, taken to collect payment of such overdue amountamounts, and (ii) Raindance shall pay to West together with interest on the amount of any such overdue amount (for unpaid amounts at the prime lending rate prevailing during such period commencing as of published in The Wall Street Journal, calculated on a daily basis from the date such overdue amount was originally amounts were required to be paid and ending on until the date such overdue amount is actually paid in fullof actual payment. (d) at a rate per annum equal Notwithstanding anything to the Prime Rate in effect on contrary contained herein, Home Building Bancorp shall be obligated, subject to the date such overdue amount was originally required terms of this SECTION 7.2, to be paidpay only one Fee.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate this Sellers agree and acknowledge that Purchaser's preparation, negotiation and execution of the Agreement pursuant have resulted from substantial investment of management time and have required significant commitment of financial and other resources by Purchaser, and that the preparation, negotiation and execution have provided value to Section 6.1(c)(ii)the Sellers. Consequently, or if a Termination Fee Event (as defined in subsection (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i)below) occurs, or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance Sellers 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, $750,000 by wire transfer of immediately available fundsfunds to Purchaser as a Termination Fee and shall also pay the Expense 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 to (1) Section 8.1 or 8.3 or (2) by the Purchaser pursuant to Section 8.2(a) or (b) if at the time of such termination there is no proposal for an Alternative Transaction pending or (y) an Alternative Transaction is not consummated. (bii) In A "Termination Fee Event" is the event that West shall terminate occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 6.1(e)(ii8.2(c) or (d) hereof; (B) The execution by any Seller, or any trustee in bankruptcy for any Seller, of an agreement providing for the sale or disposition of all or any material portion of the Business or of an equity interest in a Seller, or any business combination of a Seller, involving any party other than Purchaser or an affiliate thereof, within eighteen months of termination of this transaction (an "Alternative Transaction"); or (C) The confirmation of any plan of reorganization in the Bankruptcy Court, Raindance 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 to West the Termination Fee within five business days after and Expense Reimbursement simultaneously with the date this Agreement closing of any Alternative Transaction (unless with respect to the Expense Reimbursement, earlier payment is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement required pursuant to Section 6.1(f8.6 (a), then Raindance shall ). Sellers' obligation to pay West the Termination Fee on the date this Agreement is terminated, by wire transfer shall survive termination 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 shall (x) constitute an administrative expense (which shall be a superpriority administrative expense claim senior to all other administrative expense claims other than administrative expense claims arising under the DIP Credit Agreement. In ) of the event that Raindance fails to pay when due any amount payable Sellers under this Section 7.4, then (isections 503(b) Raindance shall reimburse West for all costs and expenses (including disbursements and reasonable fees 507(a)(1) of counsel) incurred in connection with the collection of such overdue amount, Bankruptcy Code and (iiy) Raindance shall pay be secured by a perfected second priority lien (junior only to West interest on such overdue amount (for the period commencing as of liens under the date such overdue amount was originally required to be paid and ending DIP Credit Agreement) on the date such overdue amount is actually paid in full) at a rate per annum equal to Assets and the Prime Rate in effect on the date such overdue amount was originally required to be paidproceeds thereof.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii), or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior Agreement, an Acquisition Proposal with respect to such termination there BAYK shall have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of BAYK, or any person or entity shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal that with respect to BAYK after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by BAYK or BRBS pursuant to Section 7.1(b) (if the BAYK Shareholder Approval has not theretofore been formally withdrawn obtained), (B) by BRBS pursuant to Section 7.1(d) or abandoned prior to such terminationSection 7.1(e), and or (C) within 12 by BAYK or BRBS pursuant to Section 7.1(g) and (iii) prior to the date that is twelve (12) months following after the date of such termination an Acquisition Proposal is consummated or BAYK enters into a definitive agreement or letter of intent is entered into by Raindance consummates a transaction with respect to an Acquisition ProposalProposal (whether or not the same Acquisition Proposal as that referred to above), Raindance shall pay West the Termination Fee within five business days of then BAYK shall, on the earlier of the date it enters into such definitive agreement or the date of consummation of such Acquisition Proposal or transaction, pay BRBS a fee equal to $4,000,000 (the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, “Termination Fee”) by wire transfer of immediately available fundsfunds to the account designated by BRBS. (b) In the event that West shall terminate this Agreement is terminated by BRBS pursuant to Section 6.1(e)(ii)7.1(f) or by BAYK pursuant to 7.1(j) then BAYK shall, Raindance shall on the date of termination, pay to West BRBS the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available fundsfunds to the account designated by BRBS. (c) In the event that Raindance (i) after the date of this Agreement, an Acquisition Proposal with respect to BRBS shall terminate have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of BRBS, or any person or entity shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to BRBS after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by BRBS or BAYK pursuant to Section 6.1(f7.1(b) (if the BRBS Shareholder Approval has not theretofore been obtained), (B) by BAYK pursuant to Section 7.1(d) or Section 7.1(e), or (C) by BAYK or BRBS pursuant to Section 7.1(i) and (iii) prior to the date that is twelve (12) months after the date of such termination BRBS enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Raindance shall BRBS shall, on the earlier of the date it enters into such definitive agreement or the date of consummation of such transaction, pay West BAYK the Termination Fee on the date this Agreement is terminated, by wire transfer of immediately available fundsfunds to the account designated by BAYK. (d) Raindance hereby In the event this Agreement is terminated by BAYK pursuant to Section 7.1(h) or by BRBS pursuant to Section 7.1(k), then BRBS shall, on the date of termination, pay BAYK the Termination Fee by wire transfer of immediately available funds to the account designated by BAYK. (e) Each of BRBS and BAYK acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, West BRBS and BAYK, respectively, would not enter into this Agreement. In the event that Raindance Accordingly, if BRBS or BAYK, as applicable, fails promptly to pay when the amount due any amount payable under pursuant to this Section 7.4, then (i) Raindance and, in order to obtain such payment, BRBS or BAYK, as applicable, commences a suit which results in a judgment against the other party for the fee set forth in this Section 7.4, BRBS or BAYK, as applicable, shall reimburse West for all costs pay to the other party its fees and expenses (including disbursements attorneys’ fees and reasonable fees of counselexpenses) incurred in connection with the collection of such overdue amountsuit, and (ii) Raindance shall pay to West together with interest on such overdue the amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) fee at a rate per annum equal to the Prime Rate prime rate published in effect The Wall Street Journal on the date such overdue amount payment was originally required to be paidmade.

Termination Fee. (a) In If LabCorp terminates the event that (A) (i) either Party shall terminate this Agreement merger agreement pursuant to Section 6.1(c)(ii)any LabCorp termination rights, or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i)then Monogram must pay LabCorp promptly, or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time but in no event later than two business days after the date of this Agreement termination, a termination fee of $4,500,000 in cash (the “Termination Fee”). • If Monogram terminates the merger agreement pursuant to the Monogram termination rights, then Monogram must pay the Termination Fee prior to and as a condition to the effectiveness of the termination. • If (i) LabCorp or Monogram terminates the merger agreement pursuant to the second mutual termination right above or LabCorp terminates pursuant to the first mutual termination right above, and (ii) following the execution and delivery of the merger agreement and prior to such termination there shall have been termination, a Takeover Proposal (whether or not a continuation or renewal of, or otherwise relating to, any Takeover Proposal that was publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned became publicly known prior to the execution and delivery of the merger agreement) is publicly announced or has become publicly known (referred to as a “Pre-Termination Takover Proposal”), and (iii) concurrently with, or within twelve (12) months following such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or Monogram enters into a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition to, or consummates, a transaction contemplated by any Pre-Termination Takeover Proposal or Post-Termination Takeover Proposal, Raindance shall then, Monogram must pay West to LabCorp the Termination Fee within five business days of promptly following the earlier of the consummation execution of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to, or the consummation of, any transaction contemplated by any Pre-Termination or Post-Termination Takeover Proposal (and in any event not later than two business days after Monogram receives notice of demand for payment from LabCorp). A “Post-Termination Takeover Proposal” is any Takeover Proposal that shall have first become known to such Acquisition ProposalMonogram after the termination of the merger agreement by either LabCorp or Monogram pursuant to the second mutual Table of Contents termination right above or by LabCorp pursuant to the first mutual termination right above; provided, however, that for purposes of this definition, reference to “10% or more” in the definition of a Takeover Proposal are deemed to be references to “50% or more”. The Termination Fee is required to be paid by wire transfer of immediately available funds. (b) In the event that West shall terminate this Agreement pursuant funds to Section 6.1(e)(ii), Raindance shall pay to West the Termination Fee within five business days after the date this Agreement is terminated, an account designated in writing by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 LabCorp. Monogram acknowledged that the agreements contained in this Section 7.4 the Termination Fee provisions are an integral part of the transactions contemplated by this Agreement the merger agreement and that, without these agreementsthose provisions, West LabCorp would not enter have entered 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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidmerger agreement.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate this Agreement is terminated by SmartFinancial pursuant to Section 6.1(c)(ii), or 9.1(b) and (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there at or before the Bancshares Meeting (including at or before any adjournment or postponement thereof) an Acquisition Proposal shall have been publicly announced an Acquisition Proposal that received by the Bancshares Parties, which has not been formally withdrawn or abandoned prior to such terminationthe date of the termination of this Agreement, and (C) within 12 months following such of the date of termination an Acquisition Proposal is consummated of this Agreement Bancshares or the Bank enters into a definitive agreement or letter of intent is entered into by Raindance with respect to, or consummates, any Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to an Acquisition Proposalabove), Raindance then the Bancshares Parties shall pay West the Termination Fee within five business days to SmartFinancial a termination fee of $1,300,000 on the earlier of the date of Bancshares’ or the Bank’s, as applicable, execution of such definitive agreement or consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available funds. (b) In the event that West shall terminate this Agreement is terminated by SmartFinancial pursuant to Section 6.1(e)(ii9.1(g) or Section 9.1(h), Raindance the Bancshares Parties shall pay to West the Termination Fee within five business days SmartFinancial a termination fee of $1,300,000 not later than two Business Days after the date of termination of this Agreement is terminated, by wire transfer of immediately available fundsAgreement. (c) In the event that Raindance shall terminate this Agreement is terminated by the Bancshares Parties pursuant to Section 6.1(f9.1(i), then Raindance the Bancshares Parties shall pay West the Termination Fee on to SmartFinancial a termination fee of $1,300,000 not later than two Business Days after the date of termination of this Agreement is terminated, Agreement. Any termination fee and other amounts payable in accordance with this Section 9.3 shall be paid by wire transfer of immediately available funds. (d) Raindance hereby acknowledges funds to an account designated by SmartFinancial. The Bancshares Parties acknowledge that the agreements contained in this Section 7.4 9.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, West that absent such agreements SmartFinancial would not enter have entered into this Agreement. In the event that Raindance fails the Bancshares Parties fail to pay when timely make payment of any amounts due any amount and payable by them under this Section 7.49.3, then (i) Raindance the Bancshares Parties shall pay or reimburse West for SmartFinancial all costs and expenses (including disbursements reasonable attorneys’ fees and reasonable fees of counselexpenses and court costs) incurred by SmartFinancial in connection with any action, including the collection filing of any lawsuit, taken to collect payment of such overdue amountamounts, and (ii) Raindance shall pay to West together with interest on the amount of any such overdue amount (for amounts unpaid at the prime lending rate prevailing during such period commencing as of published in The Wall Street Journal, calculated on a daily basis from the date such overdue amount was originally amounts were required to be paid and ending on until the date such overdue amount of actual payment. The termination fees and other amounts payable by the Bancshares 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 SmartFinancial in the event this Agreement is actually paid terminated under the circumstances described in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidSections 9.3(a)-(c).

Termination Fee. (a) In Notwithstanding anything set forth herein or in the event Agreement to the contrary, the Issuer agrees not to terminate, or cause the termination of, the Letter of Credit prior to the one year anniversary of the Closing Date, except upon (i) the payment by the Issuer to the Bank of a termination fee (the “Termination Fee”) in an amount equal to the product of (1) the Facility Fee Rate on the date of such termination, (2) the Stated Amount as of the date of termination and (3) 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 one year anniversary of the Closing Date or any extension thereof and the denominator of which is 360 and (ii) compliance with the provisions of Section 10.16 of the Agreement; provided that no Termination Fee shall become payable if the Letter of Credit is terminated or replaced as a result of (A) (i) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii)a reduction of the Bank’s senior unsecured short-term ratings below “P-1,” “A-1,” or “F1” by any of Moody’s, S&P or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i)Fitch, or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9respectively, (B) at any time after the date Bonds are converted or refinanced into a fixed rate of this Agreement and prior interest pursuant to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn the terms of the Ordinance, or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or the Bank submits to the Issuer a definitive agreement or letter of intent is entered into by Raindance with respect request for payment due to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days a Change in Law pursuant to Section 2.07 of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsAgreement. (b) In Notwithstanding anything set forth herein or in the event that West shall terminate this Agreement pursuant to Section 6.1(e)(ii)the contrary, Raindance shall pay the Issuer agrees not to West permanently reduce the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 Stated Amount of the transactions contemplated by this Agreement and thatLetter of Credit prior to the one year anniversary of the Closing Date, without these agreements, West would not enter into this Agreement. In the event that Raindance fails payment by the Issuer to pay when due any the Bank of a reduction fee (the “Reduction Fee”) in connection with each and every permanent reduction of the Stated Amount in an amount payable under this Section 7.4, then equal to the product of (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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Facility Fee Rate in effect on the date of such overdue reduction, (ii) the difference between the Stated Amount prior to such reduction and the Stated Amount after such reduction and (iii) a fraction, the numerator of which is equal to the number of days from and including the date of termination to and including the one year anniversary of the Closing Date or any extension thereof and the denominator of which is 360; provided that no Reduction Fee shall become payable if the Stated Amount is permanently reduced as a result of (A) a reduction of the Bank’s senior unsecured short-term ratings below “P-1,” “A-1,” or “F1” by any of Moody’s, S&P or Fitch, respectively, (B) the outstanding amount was originally required of the Bonds is reduced pursuant to be paida conversion or refinancing of a portion of the Bonds into a fixed rate of interest pursuant to the terms of the Ordinance, or (C) the Bank submitting to the Issuer a request for payment due to a Change in Law pursuant to Section 2.07 of the Agreement.

Termination Fee. To compensate CBC for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by CBC, Cadence and CBC agree as follows: (a) In the event that (A) (i) either Party shall terminate if this Agreement is terminated by Cadence pursuant to Section 6.1(c)(ii), 8.1(e) or (ii) West shall terminate this Agreement by CBC pursuant to Section 6.1(e)(i8.1(f), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned then immediately prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance Cadence 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition ProposalCBC, by wire transfer of immediately available funds, the Termination Fee and the Expense Reimbursement. (b) In the event that West shall terminate if this Agreement is terminated by either party pursuant to Section 6.1(e)(ii)8.1(g) and prior to such termination any person shall have proposed or publicly announced an Acquisition Proposal, Raindance then in the case of any such termination, Cadence shall on such termination pay to West the Termination Fee within five business days after the date this Agreement is terminatedCBC, by wire transfer of immediately available funds. , the Expense Reimbursement and if an Acquisition Proposal (ci) In is signed within twelve months of the event that Raindance shall terminate termination of this Agreement pursuant to Section 6.1(f8.1(g) and is thereafter consummated or (ii) is consummated within twelve months of the termination of this Agreement pursuant to Section 8.1(g), then Raindance in either case Cadence shall pay West the Termination Fee on the date this Agreement is terminatedconsummation of such transaction pay to CBC, by wire transfer of immediately available funds, the Termination Fee. (c) The payment of the Termination Fee and Expense Reimbursement shall be CBC’s sole and exclusive remedy with respect to termination of this Agreement as set forth in this Section 8.3(a) and Section 8.3(b). (d) Raindance hereby acknowledges that For purposes of this Agreement, the agreements contained Expense Reimbursement shall mean the amount of CBC’s actual, reasonable and documented out-of-pocket expenses incurred in connection with due diligence, the negotiation and preparation of this Section 7.4 are an integral part Agreement and undertaking of the transactions contemplated by pursuant to this Agreement and that(including all Taxes, without these agreementsfiling fees, 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 fees and expenses (including disbursements of attorneys, consultants and reasonable fees accounting and financial advisers incurred by or on behalf of counsel) incurred CBC in connection with the collection transactions contemplated pursuant to this Agreement) less any expenses previously paid by Cadence or expense allowances provided by Cadence to CBC or Contractors on CBC’s behalf; provided in no event shall the Expense Reimbursement exceed $1,000,000. (e) For purposes of such overdue amountthis Agreement, the Termination Fee shall mean: (i) $2,500,000 if this Agreement is terminated on or after the date hereof and on or before the date that is 10 days from the date hereof; (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of $3,500,000 if this Agreement is terminated after the date such overdue amount was originally required to be paid and ending on that is 10 days from the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect hereof and on or before the date such overdue amount was originally required to be paid.that is 30 days from the date hereof; (iii) $4,5000,000 if this Agreement is terminated after the date that is 30 days from the date hereof;

Termination Fee. (a) In the event that (A) (i) either Party a Pre-Termination Takeover Proposal Event (as hereinafter defined) shall terminate this Agreement pursuant to Section 6.1(c)(ii), or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time have occurred after the date of this Agreement and prior thereafter this Agreement is terminated by either PNC or Mercantile Bankshares pursuant to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn Section 8.1(c) or abandoned prior to such termination8.1(f), and (Cii) within 12 either (A) prior to the date that is twelve (12) months following after the date of such termination Mercantile Bankshares consummates an Acquisition Proposal Alternative Transaction, Mercantile Bankshares shall, on the date an Alternative Transaction is consummated consummated, pay PNC a fee equal to $225 million by wire transfer of same day funds, or a definitive agreement or letter of intent (B) (1) prior to the date that is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West twelve (12) months after the Termination Fee within five business days of the earlier of the consummation date of such Acquisition Proposal or the date on which Raindance termination Mercantile Bankshares enters into a definitive agreementacquisition agreement related to any Alternative Transaction ("ACQUISITION AGREEMENT"), letter Mercantile Bankshares shall, on the date of intent, agreement in principle, memorandum of understanding or other agreement with respect to entry into such Acquisition ProposalAgreement, pay PNC a fee equal to $75 million by wire transfer of immediately available same day funds, and (2) Mercantile Bankshares consummates an Alternative Transaction within eighteen months of the date of termination with the Person or any Affiliate of the Person party to such Acquisition Agreement, Mercantile Bankshares shall, on the date an Alternative Transaction is consummated, pay PNC a fee equal to $225 million by wire transfer of same day funds, less any fee paid pursuant to the preceding clause (B)(1). (b) In the event that West shall terminate this Agreement is terminated by PNC pursuant to Section 6.1(e)(ii8.1(e), Raindance then Mercantile Bankshares shall pay PNC a fee equal to West the Termination Fee within five business days after the date this Agreement is terminated, $225 million by wire transfer of immediately available fundssame day funds on the date of termination. (c) In For purposes of this Section 8.4, a "PRE-TERMINATION TAKEOVER PROPOSAL EVENT" shall be deemed to occur if, prior to the event that Raindance shall giving rise to the right to terminate this Agreement pursuant Agreement, a bona fide Alternative Proposal shall have been made known to Mercantile Bankshares or any of its Subsidiaries or has been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make an Alternative Proposal (the term Alternative Transaction, as used in the definition of Alternative Proposal for purposes of this Section 6.1(f8.4, and as used in this Section 8.4, shall have the same meaning set forth in Section 6.11 except that the references to "more than 25%" and "at least 75%" shall be deemed to be references to "50% or more" and "a majority," respectively), 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 Notwithstanding anything to the contrary herein, the maximum aggregate amount of fees payable under this Section 8.4 shall be $225 million. (e) Mercantile Bankshares acknowledges that the agreements contained in this Section 7.4 8.4 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, West PNC would not enter into this Agreement. In the event that Raindance ; accordingly, if Mercantile Bankshares fails promptly to pay when the amount due any amount payable under pursuant to this Section 7.48.4, then (i) Raindance and, in order to obtain such payment, PNC commences a suit which results in a judgment against Mercantile Bankshares for the fee set forth in this Section 8.4, Mercantile Bankshares shall reimburse West for all pay to PNC its costs and expenses (including disbursements attorneys' fees and reasonable fees of counselexpenses) incurred in connection with the collection of such overdue amount, and (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paidsuit.

Termination Fee. (a) In North Fork shall pay GreenPoint, by wire transfer of immediately available funds, the event that sum of $250 million (Athe "North Fork Termination Fee") if this Agreement is terminated as follows: (i) either Party if GreenPoint shall terminate this Agreement pursuant to Section 6.1(c)(ii8.1(g), or then North Fork shall pay the North Fork Termination Fee on the business day following such termination; (ii) West if (A) either party shall terminate this Agreement pursuant to Section 6.1(e)(i)8.1(d) because the required North Fork stockholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the North Fork Stockholders Meeting an Acquisition Transaction shall have been publicly announced or otherwise communicated to the senior management or Board of Directors of North Fork (a "Public Proposal" with respect to North Fork) that has not been withdrawn prior to such date, then North Fork shall pay one-third of the North Fork Termination Fee on the business day following such termination; and if (C) within eighteen (18) months of the date of such termination of this Agreement, North Fork or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then North Fork shall pay the remaining two-thirds of the North Fork Termination Fee upon the date of such execution or consummation; and (iii) West if (A) either party shall terminate this Agreement pursuant to Section 6.1(b8.1(c) on the basis of a material breach by Raindance of or GreenPoint shall terminate this Agreement pursuant to Section 4.4 8.1(e) or 4.9(f), (B) at any time after the date of this Agreement and prior to before such termination there shall have been publicly announced an Acquisition a Public Proposal with respect to North Fork that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following the occurrence of such Public Proposal, North Fork shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then North Fork shall pay one-third of the North Fork Termination Fee on the business day 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 termination; and (D) if within five business days eighteen (18) months of the earlier of the consummation date of such Acquisition Proposal termination of this Agreement, North Fork or the date on which Raindance enters into a any of its Subsidiaries executes any definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to, or consummates, any Acquisition Transaction, then North Fork shall pay the remaining two-thirds of the North Fork Termination Fee upon the date of such execution or consummation. If North Fork fails to pay all amounts due to GreenPoint on the dates specified, then North Fork shall pay all costs and expenses (including legal fees and expenses) incurred by GreenPoint in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such Acquisition Proposalunpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by GreenPoint. (b) GreenPoint shall pay North Fork, by wire transfer of immediately available funds., the sum of $250 million (the "GreenPoint Termination Fee") if this Agreement is terminated as follows: (bi) In the event that West if North Fork shall terminate this Agreement pursuant to Section 6.1(e)(ii8.1(g), Raindance then GreenPoint shall pay to West the GreenPoint Termination Fee within five on the business days after the date this Agreement is terminated, by wire transfer of immediately available funds.day following such termination; (cii) In the event that Raindance if (A) either party shall terminate this Agreement pursuant to Section 6.1(f)8.1(d) because the required GreenPoint stockholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the GreenPoint Stockholders Meeting there shall have been a Public Proposal with respect to GreenPoint that has not been withdrawn prior to such date, then Raindance GreenPoint shall pay West one-third of the GreenPoint Termination Fee on the business day following such termination; and if (C) within eighteen (18) months of the date of such termination of this Agreement, GreenPoint or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then GreenPoint shall pay the remaining two-thirds of the GreenPoint Termination Fee on the date of such execution or consummation; and (iii) if (A) either party shall terminate this Agreement is terminatedpursuant to Section 8.1(c) or North Fork shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to GreenPoint that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, GreenPoint shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then GreenPoint shall pay one-third of the GreenPoint Termination Fee on the business day following such termination; and (D) if within eighteen (18) months of the date of such termination of this Agreement, GreenPoint or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then GreenPoint shall pay the remaining two-thirds of the GreenPoint Termination Fee upon the date of such execution or consummation. If GreenPoint fails to pay all amounts due to North Fork on the dates specified, then GreenPoint shall pay all costs and expenses (including legal fees and expenses) incurred by wire transfer North Fork in connection with any action or proceeding (including the filing of immediately available fundsany lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by North Fork. (dc) Raindance hereby acknowledges The parties acknowledge that the agreements contained in this Section 7.4 8.5 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, West the parties would not enter have entered into this Agreement. In . (d) For purposes of this Agreement, the event that Raindance fails to pay when due any amount payable under this Section 7.4, then term "Acquisition Transaction" shall mean (i) Raindance shall reimburse West for the direct or indirect acquisition, purchase or assumption of all costs and expenses or a substantial portion of the assets or deposits of GreenPoint or North Fork, as the case may be, (ii) the acquisition by any person of direct or indirect beneficial ownership (including disbursements and reasonable fees by way of counselmerger, consolidation, share exchange or otherwise) incurred of 20% or more of the outstanding shares of voting stock of GreenPoint or North Fork, as the case may be, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving GreenPoint or North Fork, as the case may be, other than a merger, business combination or similar transaction of the party in connection with question if (x) the collection shareholders of such overdue amountparty immediately before any such transaction own at least 60% of the voting stock of the entity surviving such transaction (or the parent thereof) immediately following such transaction, and (iiy) Raindance as a result of such transaction no person or group shall pay to West interest on such overdue amount (for the period commencing as own or control 20% or more of the date such overdue amount was originally required to be paid and ending on voting stock of the date such overdue amount is actually paid in fullsurviving entity (or parent thereof) at a rate per annum equal to immediately following the Prime Rate in effect on the date such overdue amount was originally required to be paid.transaction. ARTICLE IX

Termination Fee. Sellers agree and acknowledge that Purchaser's preparation, negotiation and execution of the Agreement have resulted from substantial investment of management time and have required significant commitment of financial and other resources by Purchaser, and that the preparation, negotiation and execution have provided value to the Sellers. Consequently, if a Termination Fee Event (a) In the event that (A) (i) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii), or as defined in subsection (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i)below) occurs, or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance Sellers 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, $750,000 by wire transfer of immediately available funds. funds to Purchaser as a Termination Fee and shall also pay the Expense 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 to (1) Section 8.1 or 8.3 or (2) by the Purchaser pursuant to Section 8.2(a) or (b) In if at the event that West shall terminate time of such 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 following: (A) The termination of this Agreement pursuant to Section 6.1(e)(ii8.2(c) or (d) hereof; (B) The execution by any Seller, or any trustee in bankruptcy for any Seller, of an agreement providing for the sale or disposition of all or any material portion of the Business or of an equity interest in a Seller, or any business combination of a Seller, involving any party other than Purchaser or an affiliate thereof, within eighteen months of termination of this transaction (an "Alternative Transaction"); or (C) The confirmation of any plan of reorganization in the Bankruptcy Court, Raindance 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 to West the Termination Fee within five business days after and Expense Reimbursement simultaneously with the date this Agreement closing of any Alternative Transaction (unless with respect to the Expense Reimbursement, earlier payment is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement required pursuant to Section 6.1(f8.6 (a), then Raindance shall ). Sellers' obligation to pay West the Termination Fee on the date this Agreement is terminated, by wire transfer shall survive termination 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 shall (x) constitute an administrative expense (which shall be a superpriority administrative expense claim senior to all other administrative expense claims other than administrative expense claims arising under the DIP Credit Agreement. In ) of the event that Raindance fails to pay when due any amount payable Sellers under this Section 7.4, then (isections 503(b) Raindance shall reimburse West for all costs and expenses (including disbursements and reasonable fees 507(a)(1) of counsel) incurred in connection with the collection of such overdue amount, Bankruptcy Code and (iiy) Raindance shall pay be secured by a perfected second priority lien (junior only to West interest on such overdue amount (for the period commencing as of liens under the date such overdue amount was originally required to be paid and ending DIP Credit Agreement) on the date such overdue amount is actually paid in full) at a rate per annum equal to Assets and the Prime Rate in effect on the date such overdue amount was originally required to be paid.proceeds thereof. ARTICLE IX

Termination Fee. If this Agreement is terminated: (a) In the event that (A1) (i) either Party by Anchor, if at any time prior to the ComSouth Meeting, the Board of Directors of ComSouth shall have failed to recommend the Merger to the holders of ComSouth Common Stock, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of Anchor, or (ii) by the action of the Board of Directors of ComSouth if a tender offer or exchange offer for 25% or more of the outstanding shares of ComSouth Common Stock is commenced (other than by Anchor) and the Board of ComSouth recommends that the stockholders of ComSouth tender their shares in such tender or exchange offer or otherwise fails to recommend that such stockholders reject such tender offer or exchange offer within ten business days after the commencement thereof (which, in the case of an exchange offer, shall be the effective date of the registration statement relating to such exchange offer); (2) by ComSouth or Anchor because of a failure to obtain the required approval of the stockholders of ComSouth after an Acquisition Proposal for ComSouth shall have been publicly disclosed, or any Person shall have publicly disclosed an intention (whether or not conditional) to make an Acquisition Proposal; or (3) by Anchor pursuant to Section 8.1(B) if the breach by ComSouth giving rise to such termination was willful and, at or prior to such termination, an Acquisition Proposal shall have been made known to ComSouth or any of its Subsidiaries or shall have been publicly disclosed to ComSouth's stockholders or any Person shall have made known to ComSouth or any of its Subsidiaries or otherwise publicly disclosed an intention (whether or not conditional) to make an Acquisition Proposal and regardless of whether such Acquisition Proposal shall have been rejected by ComSouth or withdrawn prior to the time of such termination, then, in such case, ComSouth shall pay to Anchor a termination fee of $2.5 million (the "Termination Fee"). Any Termination Fee that becomes payable pursuant to this Section shall be paid promptly following the receipt of a written request for Termination Fee to ComSouth from Anchor. Notwithstanding the foregoing, in no event shall ComSouth be obligated to pay any Termination Fee if ComSouth shall be entitled to terminate this Agreement pursuant to Section 6.1(c)(ii), or (ii8.1(B) West shall terminate this Agreement pursuant due to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsAnchor. (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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.

Termination Fee. The following provisions shall be added at the end of Section 2.1(A)(2) of the Loan Agreement: (i) Subject to Lender's right to terminate and cease making Advances as provided for in this Agreement, this Agreement shall continue in full force and effect until the full performance and indefeasible payment in cash of all Obligations, unless terminated sooner as provided in this Section 2.1(A)(2). Borrowers may terminate this Agreement at any time upon not less than sixty (60) calendar days' prior written notice to Lenders and upon full performance and indefeasible payment in full in cash of all Obligations on or prior to such 60th calendar day after such written notice is deemed to have been delivered to Lenders. All of the Obligations shall be immediately due and payable upon any such termination on the termination date stated in any notice of termination (the "Early Termination Date"); provided that, notwithstanding any other provision of any Loan Document, the Early Termination Date shall be effective no earlier than the first Business Day of the month following the expiration of the sixty (60) calendar days' prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Lenders' rights or any of the Obligations existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations have been fully performed and indefeasibly paid in cash in full. The Liens granted to Lenders under the Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Lender shall continue in full force and effect notwithstanding the fact that Borrowers' borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations have been fully performed and indefeasibly paid in full in cash. (ii) If (a) In Borrowers terminate the event that Revolving Facility in whole under this Section 2.1(A)(2); (Ab) Borrowers voluntarily or involuntarily repay the Obligations in whole (iother than reductions to zero of the outstanding balance of the Revolving Facility resulting from the ordinary course operation of the provisions of Section 2.4), whether by virtue of Lenders' exercising their right of set off or otherwise; or (c) either Party the Obligations are accelerated in whole by Lenders (each of the events described in (a), (b) and (c) above being hereinafter referred to as, a "Revolver Termination"), then at the effective date of any such Revolver Termination, Borrowers shall terminate this Agreement pay Lenders (in addition to the then outstanding principal, accrued interest and other Obligations relating to the Revolving Facility pursuant to Section 6.1(c)(ii), or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date terms of this Agreement and any other Loan Document), to compensate Lenders for the loss of bargain and not as a penalty, an amount equal to two percent (2%) of the Facility Cap if the Revolver Termination occurs on or prior to such termination there shall have been publicly announced March 1, 2006 and an Acquisition Proposal that has not been formally withdrawn or abandoned amount equal to one percent (1%) of the Facility Cap if the Revolver Termination occurs after March 1, 2006 but prior to such terminationMarch 1, 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available funds2007. (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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid."

Termination Fee. (ai) In the event this Agreement is terminated by the Company pursuant to Section 9.1(c)(i), the Company shall pay the Company Go-Shop Termination Fee to Parent prior to such termination by wire transfer of same day funds to one or more accounts designated by Parent. If the Company subsequently consummates any transaction contemplated by a Superior Proposal and, concurrently with or prior to such transaction, Parent either (x) converts a majority of the outstanding principal balance of the Convertible Subordinated Debt into Series A 15% Participating Convertible Preferred Stock or Common Stock or (y) is paid the Additional Prepayment Amount (as such term is defined in the Forbearance Agreement), then Parent shall simultaneously reimburse the Company for (i) any Company Go-Shop Termination Fee paid to Parent pursuant to this Section 9.4(b)(i) and (ii) any Parent Expenses paid to Parent pursuant to Section 9.4(c)(ii). (ii) In the event this Agreement is terminated by the Company pursuant to Section 9.1(c)(iii), the Company shall pay the Company Termination Fee to Parent prior to such termination by wire transfer of same day funds to one or more accounts designated by Parent. If the Company subsequently consummates any transaction contemplated by a Superior Proposal and, concurrently with or prior to such transaction, Parent either (x) converts a majority of the outstanding principal balance of the Convertible Subordinated Debt into Series A 15% Participating Convertible Preferred Stock or Common Stock or (y) is paid the Additional Prepayment Amount (as such term is defined in the Forbearance Agreement), then Parent shall simultaneously reimburse the Company for (i) any Company Termination Fee paid to Parent pursuant to this Section 9.4(b)(ii) and (ii) any Parent Expenses paid to Parent pursuant to Section 9.4(c)(ii). (iii) In the event this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii), the Company shall pay the Company Termination Fee to the Parent promptly, but in any event within three (3) Business Days after the date of such termination, by wire transfer of same day funds to one or more accounts designated by Parent. If the Company subsequently consummates any transaction contemplated by a Superior Proposal and, concurrently with or prior to such transaction, Parent either (x) converts a majority of the outstanding principal balance of the Convertible Subordinated Debt into Series A 15% Participating Convertible Preferred Stock or Common Stock or (y) is paid the Additional Prepayment Amount (as such term is defined in the Forbearance Agreement), then Parent shall simultaneously reimburse the Company for (i) any Company Termination Fee paid to Parent pursuant to this Section 9.4(b)(iii) and (ii) any Parent Expenses paid to Parent pursuant to Section 9.4(c)(ii). (iv) In the event that (A) (i) either Party shall terminate this Agreement is terminated by either Parent or the Company pursuant to Section 6.1(c)(ii), 9.1(b)(i) or (iiSection 9.1(b)(ii)(B) West shall terminate this Agreement or by Parent pursuant to Section 6.1(e)(i9.1(d)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at or prior to the time of such termination an Acquisition Proposal or Inquiry (in either case, whether or not conditional) shall have been announced, commenced or publicly disclosed or submitted or made known to the Company Board, and (C) at any time after the date execution of this Agreement and prior to such the expiration of the twelfth (12th) month after the termination there shall have been publicly announced of this Agreement, the Company consummates any transaction contemplated by an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination(solely for this use, and (C) within 12 months following such termination an all references in the definition of Acquisition Proposal is consummated to “fifteen percent (15%)” shall be replaced with “thirty-five percent” (35%)”) 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 a definitive agreement, any Alternate Acquisition Agreement or any letter of intent, agreement in principle, memorandum of understanding principle or other similar agreement with respect related to an Acquisition Proposal (regardless of whether or when such Acquisition ProposalProposal is consummated), or the Company Board shall have recommended an Acquisition Proposal (solely for this use, all references in the definition of Acquisition Proposal to “fifteen percent (15%)” shall be replaced with “thirty-five percent (35%)”) to the Company Stockholders, then the Company shall, on the date such transaction is consummated, any such agreement or letter is executed or agreement is entered into, or any such recommendation is made, respectively, whichever is earlier, pay the Company Termination Fee to Parent by wire transfer of same day funds to one or more accounts designated by Parent; provided, however, that if such Acquisition Proposal or Alternative Acquisition Agreement is with an Excluded Party, the Company shall instead pay the Company Alternative Termination Fee; provided further, that if concurrently with or prior to the consummation of such a transaction, Parent either (x) converts a majority of the outstanding principal balance of the Convertible Subordinated Debt into Series A 15% Participating Convertible Preferred Stock or Common Stock or (y) is paid the Additional Prepayment Amount (as such term is defined in the Forbearance Agreement), no Company Termination Fee or Company Alternative Termination Fee, as applicable, shall be payable pursuant to this Section 9.4(b)(iv) and Parent shall simultaneously reimburse the Company for any Parent Expenses paid to Parent pursuant to Section 9.4(c)(i). (v) In the event this Agreement is terminated by Parent pursuant to Section 9.1(d)(iii), Parent shall pay the Parent Termination Fee to the Company promptly, but in any event within two (2) Business Days after the date of such termination, either, at Parent’s option, (i) in cash, by wire transfer of immediately available fundssame day funds to one or more accounts designated by the Company or (ii) through forgiveness of an equal amount of the outstanding principal balance of the Convertible Subordinated Debt. (bvi) In For the avoidance of doubt, in no event shall the Company be obligated to pay, or cause to be paid, the Company Go-Shop Termination Fee or the Company Termination Fee on more than one occasion; provided, that West the payment by the Company of the Company Go-Shop Termination Fee pursuant to this Section 9.4(b) shall terminate this Agreement not relieve the Company of any subsequent obligation to pay the difference between the Company Go-Shop Termination Fee and the Company Termination Fee pursuant to Section 6.1(e)(ii9.4(b), Raindance except to the extent indicated in Section 9.4(b). Parent shall pay have right to West assign the right to receive the Company Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available fundsto one or more Persons in its sole discretion. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.

Termination Fee. (a) In CVBG shall promptly pay to GCBS a termination fee equal to $5.0 million (the event that (ATermination Fee”) in immediately available federal funds if this Agreement is terminated as follows: (i) either Party if GCBS shall terminate this Agreement pursuant to Section 6.1(c)(ii8.1(h), or then CVBG shall pay the Termination Fee on the business day following such termination; (ii) West if (A) either party shall terminate this Agreement pursuant to Section 6.1(e)(i)8.1(d) because the required CVBG shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the CVBG Shareholders Meeting a bona fide Acquisition Transaction, as defined below, shall have been publicly announced or otherwise communicated to the Board of Directors of CVBG (a “Public Proposal”) that has not been withdrawn prior to such date. (iii) West if (A) either party shall terminate this Agreement pursuant to Section 6.1(b8.1(c) on the basis of a material breach by Raindance of or GCBS shall terminate this Agreement pursuant to Section 4.4 8.1(e) or 4.9(f), (B) at any time after the date of this Agreement and prior to before such termination there shall have been publicly announced an Acquisition a Public Proposal with respect to CVBG that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following the occurrence of 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 Public Proposal, Raindance CVBG shall pay West have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the Termination Fee within five business days failure of the earlier Effective Time to occur prior to the termination of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of immediately available fundsthis Agreement. (b) In If CVBG fails to pay all amounts due to GCBS under Section 8.3 on the event that West shall terminate this Agreement pursuant to Section 6.1(e)(ii)dates specified, Raindance then CVBG shall pay all costs and expenses (including legal fees and expenses) incurred by GCBS in connection with any action or proceeding (including the filing of any lawsuit) taken by it to West collect such unpaid amounts, together with interest on such unpaid amounts at the Termination Fee within five business days after prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date this Agreement is terminated, such amounts were required to be paid until the date actually received by wire transfer of immediately available fundsGCBS. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 The parties acknowledge that the agreements contained in this Section 7.4 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, West the parties would not enter have entered into this Agreement. In . (d) For purposes of this Agreement, the event that Raindance fails to pay when due any amount payable under this Section 7.4, then term “Acquisition Transaction” shall mean (i) Raindance shall reimburse West for the direct or indirect acquisition, purchase or assumption of all costs and expenses (including disbursements and reasonable fees or a substantial portion of counsel) incurred in connection with the collection assets or deposits of such overdue amountCVBG, and (ii) Raindance shall pay to West interest on such overdue amount the acquisition by any person of direct or indirect beneficial ownership (for the period commencing as including by way of merger, consolidation, share exchange or otherwise) of 10% or more of the date outstanding shares of voting stock of CVBG, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving CVBG, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of CIVITAS immediately prior to such overdue amount was originally required to be paid and ending on transaction own 60% or more of the date voting stock of the surviving entity (or parent thereof) immediately after consummation of such overdue amount is actually paid in fulltransaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) at a rate per annum equal to of the Prime Rate in effect on Exchange Act) holds 20% or more of the date voting stock of the surviving entity (or parent thereof) immediately following consummation of such overdue amount was originally required to be paidtransaction.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate If Acquiror terminates this Agreement pursuant to as a direct result of Principal Shareholder's breach of his covenant in Section 6.1(c)(ii)4.3, or Target shall pay the Termination Fee set forth in Section 4.3 hereof. If Target does not contest the breach of the covenant in Section 4.3 by Principal Shareholder, Target shall promptly notify Acquiror of its agreement and pay the Termination Fee within fifteen (ii15) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time business days after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such terminationTarget's acknowledgment, 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, cash by wire transfer of immediately available funds. (b) In funds to an account designated by Acquiror. If Target contests the event that West shall terminate this Agreement pursuant to Section 6.1(e)(ii)breach of the covenant, Raindance shall Target will pay to West the Termination Fee within five business thirty (30) days after a "Final Determination" (as hereafter defined) that Target terminated this Agreement as a result of Principal Shareholder's breach of the covenant in Section 4.3. Any dispute between Target and Acquiror concerning Target's liability shall be resolved by binding arbitration held pursuant to the procedures set forth in Section 8.10(b), modified as follows: The parties shall use their best efforts to conduct an accelerated arbitration proceeding in which each side shall complete its presentation to the arbitrator no later than sixty (60) days after the date this Agreement that Target notifies Acquiror that it is terminated, by wire transfer of immediately available funds. disputing its liability (cthe "Arbitration Notice Date") In and the event that Raindance arbitrator shall terminate this Agreement pursuant deliver its written findings to Section 6.1(f), then Raindance the parties no later than seventy-five (75) days after the Arbitration Notice Date. The nonprevailing party in the arbitration shall pay West the Termination Fee on have fifteen (15) days from the date this Agreement is terminated, by wire transfer of immediately available funds. (d) Raindance hereby acknowledges it receives the arbitrator's ruling in which to request that the agreements contained arbitrator reconsider its ruling and to present its arguments therefor, which it shall concurrently deliver to the prevailing party; and the prevailing party shall have fifteen (15) days from date that it receives the reconsideration request, as presented to the arbitrator, in which to respond. The arbitrator shall affirm in writing its initial findings or reverse those findings within fifteen (15) days after receipt of the prevailing party's opposition papers. The arbitrator's determination becomes a "Final Determination" for purposes of this Section 7.4 are an integral part upon the expiration of the transactions contemplated by this Agreement and that, without these agreements, West would not enter into this Agreementnon-prevailing party's right to request that the arbitrator reconsider its determination. In The prevailing party at the event that Raindance fails time of the Final Determination shall be entitled to pay when due any amount payable under this Section 7.4, then (i) Raindance shall reimburse West for recover from the non-prevailing party all costs fees and expenses (including disbursements and reasonable fees of counsel) incurred in connection with the collection dispute, including reasonable attorneys fees and the fees of such overdue amountthe arbitrator, and (ii) Raindance shall pay to West together with interest on such overdue the amount (for of the period commencing as Termination Fee at the publicly announced prime rate of Citibank, N.A. from the date such overdue amount Termination Fee 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 the Prime Rate in effect on the date such overdue amount was originally required to be paid. The provisions in this Section 7.2(b) shall survive the termination of this Agreement.

Termination Fee. (a) In the event that (A) If (i) either Party shall terminate this Agreement shall be terminated by Diamond pursuant to Section 6.1(c)(ii), 9.3(a) or by Parent or Diamond pursuant to Section 9.4 and (ii) West Diamond's Board of Directors shall terminate this Agreement pursuant have failed to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on recommend that its stockholders vote in favor of the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date adoption of this Agreement and prior to such termination there the approval of the Merger or shall have been publicly announced recommended that the Diamond stockholders vote in favor of an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such terminationTransaction with a party other than Parent (each, 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"Acquiring Party"), Raindance then Diamond shall pay West to Parent a termination fee equal to $600,000 (the "Termination Fee"). 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 a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, shall be paid by wire transfer of immediately available fundsfunds to an account designated by Parent within 24 hours after any such termination pursuant to Section 9.3(a) or 9.4, as the case may be. (b) In the event that West shall terminate If (i) this Agreement shall be terminated by (x) Parent or Diamond pursuant to Section 6.1(e)(ii9.4 or (y) Diamond pursuant to Section 9.3(a) and Diamond's Board of Directors shall have recommended to its stockholders that such stockholders vote in favor of the adoption of this Agreement and the approval of the Merger and (ii) Diamond consummates an Acquisition Transaction with an Acquiring Party on or prior to the nine month anniversary of the date of any such termination pursuant to Section 9.4 or 9.3(a), Raindance as the case may be, then Diamond shall pay to West Parent the Termination Fee. The Termination Fee within five business days after the date this Agreement is terminated, shall be paid by wire transfer of immediately available fundsfunds to an account designated by Parent simultaneously with the consummation of such Acquisition Transaction. (c) In the event that Raindance shall terminate If this Agreement shall be terminated by Parent pursuant to Section 6.1(f)9.2, then Raindance Diamond shall pay West to Parent the Termination Fee. The Termination Fee on the date this Agreement is terminated, shall be paid by wire transfer of immediately available funds. funds to an account designated by Parent within 24 hours after any such termination pursuant to Section 9.2. -39- 44 (d) Raindance hereby acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by If this Agreement and that, without these agreements, West would not enter into this Agreement. In the event that Raindance fails shall be terminated by Diamond pursuant to pay when due any amount payable under this Section 7.49.3(b), 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 (ii) Raindance Parent shall pay to West interest on such overdue amount (for Diamond the period commencing as of the date such overdue amount was originally required to Termination Fee. The Termination Fee shall be paid and ending on the date by wire transfer of immediately available funds to an account designated by Diamond within 24 hours after any such overdue amount is actually paid in full) at a rate per annum equal termination pursuant to the Prime Rate in effect on the date such overdue amount was originally required to be paidSection 9.3(b).

Termination Fee. (a) In If Shareholder Approval is not obtained for the event that issuance of the Conversion Shares upon the conversion of the Notes to be sold pursuant to this Agreement at the Second Closing, then the Company shall pay in cash to each of the Investors who were to participate in the Second Closing (Athe "Second Closing Investors") a termination fee equal to 2.5% of the face amount of the Notes to be purchased by such Investor at the Second Closing (the "Company Termination Fee"). (b) If (i) either Party shall terminate Shareholder Approval is obtained for the issuance of the Conversion Shares upon the conversion of the Notes to be sold pursuant to this Agreement pursuant to Section 6.1(c)(ii)at the Second Closing, or but not for the Concurrent Equity Transaction, (ii) West shall terminate Shareholder Approval is obtained for the issuance of the Conversion Shares upon the conversion of the Notes to be sold pursuant to this Agreement pursuant to Section 6.1(e)(i)at the Second Closing and the Concurrent Equity Transaction, but the Concurrent Equity Transaction terminates or (iii) West shall terminate Shareholder Approval is obtained for the issuance of the Conversion Shares upon the conversion of the Notes to be sold pursuant to this Agreement at the Second Closing and the Concurrent Equity Transaction, but the Concurrent Equity Transaction does not close within five (5) Business Days after the later of receipt of the Shareholder Approval or release by the Escrow Agent in full to the Investors of the First Closing Notes and to the Company of the entire First Closing Purchase Price, then the Company shall send notice of this fact to the Second Closing Investors (the "Notice of Concurrent Equity Termination Event"). Upon receipt of the Notice of Concurrent Equity Termination Event, each of the Second Closing Investors may elect to proceed with the Second Closing on the Second Closing Date despite the failure to consummate the Concurrent Equity Transaction by delivering notice to the Company within six (6) Business Days of receipt of the Notice of Concurrent Equity Termination Event ("Concurrent Equity Termination Event Waiver Notice"). If any Second Closing Investor does not deliver a Concurrent Equity Termination Event Waiver Notice, then the Second Closing Investors who deliver a Concurrent Equity Termination Event Waiver Notice shall have the option, exercisable at the Second Closing, to purchase (pro rata if applicable) additional Notes up to the aggregate principal amount of the Notes that were to be sold pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior at the Second Closing to the terminating Second Closing Investors. If a Second Closing Investor does not deliver a Concurrent Equity Termination Event Waiver Notice, then the Company shall pay the Company Termination Fee in cash to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and Second Closing Investor. (Cc) 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 The Company shall pay West the Company Termination Fee within five business days three (3) Business Days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter shareholders fail to approve the issuance of intent, agreement in principle, memorandum the Conversion Shares upon the conversion of understanding the Notes to be sold pursuant to this Agreement at the Second Closing or other agreement with respect to such Acquisition Proposal, the fourth Business Day after Investors received the Notice of Concurrent Equity Termination Event by wire transfer of immediately available funds. (b) In funds in accordance with written wire instructions supplied by the event that West Second Closing Investors to the Company in writing or, absent such instructions, by check mailed to the Investor in question. Upon any such payment, the Investor in question shall terminate have no further rights or obligations under this Agreement, and the Company shall have no further rights or obligations under this Agreement pursuant to Section 6.1(e)(ii), Raindance shall pay to West the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 respect of the transactions contemplated by this Agreement and thatInvestor in question, 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 in each case in respect of counsel) incurred in connection with the collection of such overdue amount, and (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal matters relating to the Prime Rate in effect on the date such overdue amount was originally required to be paidSecond Closing.

Termination Fee. (a) In the event that (A) (i) either Party shall terminate the Company terminates this Agreement without Cause pursuant to Section 6.1(c)(ii)14.1, or (ii) West shall terminate (x) the Company files a Follow-On Registration Statement with the SEC, (y) this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn terminated by the Company or abandoned the Dealer Manager prior to the initial filing of such terminationFollow-On Registration Statement, and (Cz) within 12 months following such termination an Acquisition Proposal the Dealer Manager is consummated or a definitive agreement or letter not offered the opportunity to serve as the Company’s exclusive agent and dealer manager on substantially the same terms as provided in this Agreement in connection with the publicly registered offering of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days Shares of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect Common Stock pursuant to such Acquisition ProposalFollow-On Registration Statement, by wire transfer of immediately available fundsthe Company will pay the Dealer Manager a fee (the “Termination Fee”) as described in Section 14.4(b) below. (b) In The Termination Fee will be in an amount equal to (i) the event that West shall terminate this Agreement projected Dealer Manager Fees (“Projected Fees”) payable to the Dealer Manager over the five year period following the Termination Date based upon the Company’s NAV allocable to the outstanding Class A Shares and Class B Shares as of the Termination Date (assuming for the purposes of calculating the Projected Fees (A) a reduction in the Projected Fees to account for the documented historical reallowance of Dealer Manager Fees to Participating Broker-Dealers as of the Termination Date and (B) reductions in the Company’s NAV based upon projected Share redemptions in accordance with the documented average Share redemptions over the three-year period prior to the Termination Date), discounted to present value in accordance with (ii) the Discount Rate (WACC) calculated pursuant to Section 6.1(e)(ii)Schedule 3 and Schedule 4 to this Agreement. Notwithstanding anything to the contrary, Raindance shall pay to West the Termination Fee will not be paid to the extent that the payment thereof would cause the total underwriting compensation (as defined in accordance with applicable FINRA rules) paid with respect to the Offering to exceed 10% of the gross proceeds from the sale of Primary Shares. The Termination Fee, if payable, will be paid by the Company to the Dealer Manager within five business thirty (30) days after of, as applicable, the date of the Company’s termination of this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(f), then Raindance shall pay West the Termination Fee on without Cause or the date this Agreement the written notice referenced in subsection (b)(iii) above is terminated, delivered 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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal Company to the Prime Rate in effect on the date such overdue amount was originally required to be paidDealer Manager.

Termination Fee. a. The Parties acknowledge that this Lease is a component of the Phase I Project under the Phase I Ancillary Agreements and the CEA. Upon termination of this Lease and the ▇▇▇▇ Center Thermal Services Agreement, but not the termination of the other Phase I Ancillary Agreement, by either Party prior to the Expiry Date as permitted herein and therein, Lessor shall owe the Termination Fee to BREP determined in accordance with Exhibit “G” to the ▇▇▇▇ Center Thermal Services Agreement. Upon termination of all of the Phase I Ancillary Agreements by the State prior to the Expiry Date as permitted by the CEA or the Phase I Ancillary Agreements, the State shall owe the Termination Fee to BREP determined in accordance with Exhibit “M” to the CEA. The Parties acknowledge that the Termination Fees described therein are reasonable estimates, and not penalties, of the presumed actual losses that BREP would suffer due to termination of all or any of the Phase I Ancillary Agreements prior to the Expiry Date, and that the calculation of any such reasonably estimated Termination Fees includes consideration of BREP’s Work-related costs (adirect and indirect), equity commitments and any debt repayment and costs relating to any Termination hereof and thereof. b. If a Party elects to terminate this Lease and the other Phase I Ancillary Agreements in accordance with the terms hereof and thereof, and in such event if Lessor does not pay the entire Termination Fee as determined pursuant to Exhibit “M” to the CEA at or prior to such proposed Termination Date, BREP may elect in its sole and absolute discretion to have this Lease remain in full force and effect for the remainder of the Term of this Lease by providing Notice to Lessor within twenty (20) In days of BREP’s receipt of Lessor’s Notice of termination, and in such event this Lease shall remain in full force and effect until the event Expiry Date, except that (A) from and after such date BREP shall have no further obligations to (i) either Party shall terminate this Agreement pursuant to Section 6.1(c)(ii), pay or (ii) West shall terminate this Agreement pursuant to Section 6.1(e)(i), or (iii) West shall terminate this Agreement pursuant to Section 6.1(b) on perform the basis of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal or the date on which Raindance enters into a definitive agreement, letter of intent, agreement consideration obligations set forth in principle, memorandum of understanding or other agreement with respect to such Acquisition Proposal, by wire transfer of 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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 (ii) Raindance shall pay to West interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the Prime Rate in effect on the date such overdue amount was originally required to be paid.ARTICLE 4 or

Termination Fee. (a) In If under either of the event that following circumstances: (i) Seller terminates this Agreement pursuant to Section 0 of this Agreement and within 12 months of such termination (A) an Acquisition Proposal or Acquisition Transaction has been announced by Seller, or in cooperation with Seller, with respect to any Seller Entity or (iB) either Party an Acquisition Agreement with respect to an Acquisition Transaction has been entered into with respect to Seller or any Seller Entity; or (ii) Buyer shall terminate this Agreement pursuant to Section 6.1(c)(ii10.1(e)(i)-(v); then Seller shall promptly pay to Buyer an amount equal to $1,000,000 (the "Termination Fee") upon the earlier of such announcement or the entry into such Acquisition Agreement or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, or (ii) West shall terminate this Agreement other than a recommendation for approval of the Merger; provided, however, that in connection with a termination pursuant to Section 6.1(e)(i)10.1(e)(i) only, the Termination Fee shall be paid when the Acquisition Transaction is consummated, as opposed for the others to be paid at the time of termination. Seller hereby waives any right to set-off or (iii) West counterclaim against such amount. If the Termination Fee shall terminate this Agreement be payable pursuant to subsection (a)(i) of this Section 6.1(b) on 10.3, the basis Termination Fee shall be paid in same-day funds at or prior to the earliest of a material breach by Raindance of Section 4.4 or 4.9, (B) at any time after the date of this Agreement and prior to such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the Termination Fee within five business days of the earlier of the consummation of such Acquisition Proposal Transaction, or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum execution of understanding or other agreement an Acquisition Agreement with respect to such Acquisition ProposalTransaction or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, other than a recommendation for approval of the Merger. If the Termination Fee shall be payable pursuant to subsection (a)(ii) of this Section 10.3, the Termination Fee shall be paid in same-day funds upon the earlier of (i) the execution of an Acquisition Agreement with respect to such Acquisition Transaction or the date of any announcement or statement with respect to any Acquisition Proposal by wire transfer Seller or its Board of immediately available fundsDirectors, other than a recommendation for approval of the Merger or (ii) two business days from the date of termination of this Agreement. (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 this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 The Parties acknowledge that the agreements contained in this Section 7.4 10.3(a) are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, West they would not enter into this Agreement. In the event that Raindance Accordingly, if Seller fails to pay when due promptly any amount fee payable under by it pursuant to this Section 7.410.3, then (i) Raindance Seller shall reimburse West for all pay to Buyer, its reasonable costs and expenses (including disbursements reasonable attorneys' fees and reasonable fees of counselcharges) incurred in connection with the collection of collecting such overdue amountTermination Fee, and (ii) Raindance shall pay to West together with interest on such overdue the amount of the fee at the prime annual rate of interest (for as published in The Wall Street Journal) plus 2% as the period commencing as of same is in effect from time to time from the date such overdue amount payment was originally required to be paid and ending on due under this Agreement until the date such overdue amount is actually paid in fullof payment. (c) at a rate per annum equal Notwithstanding anything herein to the Prime Rate contrary, in effect on no event shall the date such overdue aggregate amount was originally required that Seller must pay to be paidBuyer pursuant to Section 10.3(a) above exceed $1,000,000.

Termination Fee. (a) In Factory Point Bancorp shall pay to Berkshire Hills Bancorp a fee of $3,600,000 (the event that “Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by Berkshire Hills Bancorp pursuant to Section 7.1(g), then Factory Point Bancorp shall pay the Fee on the second business day following such termination; and (ii) if this Agreement is terminated by (A) (i) either Party shall terminate this Agreement party pursuant to Section 6.1(c)(ii), 7.1(b) or (iiB) West shall terminate this Agreement by Berkshire Hills Bancorp pursuant to Section 6.1(e)(i)7.1(f) because of Factory Point Bancorp’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in any such case an Acquisition Proposal with respect to Factory Point Bancorp shall have been publicly announced or otherwise communicated or made known to Factory Point Bancorp’s Board of Directors (iii) West or any person shall terminate this Agreement pursuant have publicly announced, communicated or made known an intention to Section 6.1(b) on the basis of a material breach by Raindance of Section 4.4 or 4.9, (Bmake an Acquisition Proposal) at any time after the date of this Agreement 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 Factory Point Bancorp shall pay (x) one third of the Fee to Berkshire Hills Bancorp on the second business day following such termination there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and (Cy) if within 12 months following after such termination an Acquisition Proposal is consummated or Factory Point Bancorp enters into a definitive agreement or letter of intent is entered into by Raindance with respect to to, or consummates, an Acquisition Proposal, Raindance then Factory Point Bancorp shall pay West the Termination Fee within five business days remainder of the earlier of Fee on the consummation date of such Acquisition Proposal execution or the date on which Raindance enters into a definitive agreement, letter of intent, agreement in principle, memorandum of understanding or other agreement with respect consummation. (b) Any amount that becomes payable pursuant to such Acquisition Proposal, Section 7.2(a) shall be paid by wire transfer of immediately available funds. (b) In the event that West shall terminate this Agreement pursuant funds to Section 6.1(e)(ii), Raindance shall pay an account designated by Berkshire Hills Bancorp in writing to West the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available fundsFactory Point Bancorp. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(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 Factory Point Bancorp acknowledges that the agreements agreement contained in this Section 7.4 are 7.2(a) is an integral part of the transactions contemplated by this Agreement, that without such agreement by Factory Point Bancorp, Berkshire Hills Bancorp would not have entered into this Agreement and that, without these agreements, West would that such amounts do not enter into this Agreementconstitute a penalty. In the event that Raindance If Factory Point Bancorp fails to pay when the amounts due any amount payable under this Section 7.47.2(a) with the time periods specified, then (i) Raindance Factory Point Bancorp shall reimburse West for all pay the costs and expenses (including disbursements reasonable legal fees and reasonable fees of counselexpenses) incurred by Berkshire Hills Bancorp in connection with any action, including the collection filing of any lawsuit, taken to collect payment of such overdue amountamounts, and (ii) Raindance shall pay to West together with interest on the amount of any such overdue amount (for unpaid amounts at the prime lending rate prevailing during such period commencing as of published in The Wall Street Journal, calculated on a daily basis from the date such overdue amount was originally amounts were required to be paid and ending on until the date such overdue amount is actually paid in fullof actual payment. (d) at a rate per annum equal Notwithstanding anything to the Prime Rate in effect on contrary contained herein, Factory Point Bancorp shall be obligated, subject to the date such overdue amount was originally required terms of this Section 7.2, to be paidpay only one Fee.