Common use of Termination Fee Clause in Contracts

Termination Fee. (a) If this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Termination Fee. (ai) If In the event that this Agreement is validly terminated by Seller or Purchaser the Company pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d7.1(h)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller the Company shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth pay, within three (3) Business Day following of the notice of such termination either (x) to require Purchaser to pay Seller, promptly following such electionof this Agreement, a termination fee of to BRPA in an amount equal to Ten Million Dollars ($2,300,000 10,000,000) (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of in immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole funds as liquidated damages and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered not as a result of penalty. (ii) The Parties acknowledge and hereby agree that the termination of this Agreement Termination Fee, if, as and when required pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii7.2(b). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are shall not constitute a penalty but rather constitute will be liquidated damages damages, in a reasonable amount that will compensate Purchaser or Seller, as applicable, BRPA in the circumstances in which such termination fee it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Each of the Company, BRPA and Merger Sub acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated hereby, by this Agreement and that, without these agreements, neither Purchaser nor Seller the parties hereto would not enter into this Agreement. Accordingly. (iii) Notwithstanding anything to the contrary in this Agreement, if Purchaser or Seller, as in any circumstance in which this Agreement is terminated and BRPA is paid the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with pursuant to this Section 9.037.2(b), andthe Termination Fee shall be the sole and exclusive monetary remedy of BRPA, Merger Sub or any of the BRPA Related Parties against the Company or any other Company Related Party for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by this Agreement to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in order to obtain such paymentcontract, Purchaser in tort or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitotherwise.

Termination Fee. To compensate Purchaser for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities, Seller and Purchaser agree as follows: (a) If Provided that Purchaser shall not be in breach of any covenant or obligation qualified by materiality under this Agreement or in material breach of any covenant or obligation under this Agreement not so qualified (which breach has not been cured within fifteen (15) days following receipt of written notice thereof by the Seller specifying in reasonable detail the basis of such alleged breach), as further specified in Section 8.1(c), Seller shall pay to Purchaser the sum of two hundred fifty thousand dollars ($250,000) if this Agreement is terminated by Purchaser under the provisions of Section 8.1(c); provided, further that no fee shall be payable in respect of the inability of Seller to satisfy the conditions set forth in Section 7.2(f) or Section 7.2(g). (b) Provided that Purchaser shall not be in breach of any covenant or obligation qualified by materiality under this Agreement or in material breach of any covenant or obligation under this Agreement not so qualified (which breach has not been cured within fifteen (15) days following receipt of written notice thereof by the Seller specifying in reasonable detail the basis of such alleged breach), Seller shall pay to Purchaser the sum of two hundred fifty thousand dollars ($250,000) if this Agreement is terminated by Purchaser under the provisions of Section 8.1(g) or Section 8.1(k). (c) Provided that Purchaser shall not be in breach of any covenant or obligation qualified by materiality under this Agreement or in material breach of any covenant or obligation under this Agreement not so qualified (which breach has not been cured within fifteen (15) days following receipt of written notice thereof by the Seller specifying in reasonable detail the basis of such alleged breach), Seller shall pay to Purchaser the sum of five hundred thousand dollars ($500,000) if this Agreement is terminated by Seller or Purchaser pursuant to under the provisions of Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”8.1(i) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to by Purchaser under the terms provisions of this Agreement Section 8.1(h). (d) The payment of the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, remedy of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled terminating party with respect to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant as set forth in this Section 8.4 (in addition to the costs and expenses identified in Section 9.01(c)(ii8.4(e) below); provided, however, that nothing herein shall preclude or bar Purchaser from asserting or enforcing any such claim against any person other than Seller, Seller’s Affiliates and their respective officers, directors, employees and shareholders. (e) Any payment required by Section 8.4(a), Section 8.4(b) or Section 9.01(d)(ii)8.4(c) shall become payable within two business days after termination of this Agreement. (cf) Each of the parties acknowledges Purchaser and Seller each acknowledge that the agreements contained in this Section 9.03 ARTICLE VIII are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would not enter into this Agreement. Accordingly; accordingly, if Purchaser or Seller, as the case may be, Seller fails to timely promptly pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when amount due in accordance with pursuant to this Section 9.03, 8.4 and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that which results in a judgment against the other party Seller for the amounts set forth in this Section 9.03applicable termination fee, such paying party Seller shall pay the other party Purchaser its reasonable and documented costs and expenses (including reasonable and documented necessary attorneys’ fees and expenses) in connection with such suit.

Termination Fee. (a) If (i) this Agreement is validly terminated by Seller or Purchaser the Sellers pursuant to Section 9.01(b7.1(f) and or (ii) this Agreement is validly terminated by the Buyers pursuant to Section 7.1(c) and, solely in the case of clause (ii), at the time of such time termination all of the conditions set forth in Section 8.01 and Section 8.03 5.1 shall have been previously satisfied (other than Section 8.03(d)) shall have been satisfied orconditions that, for those conditions intended by their nature are to be satisfied at the ClosingClosing and which were, shall be as of such date, capable of being satisfied), Sellers have confirmed that they are prepared to consummate the transaction and the Buyers have failed to consummate the transaction (clauses (i) and (ii) each, a “Financing Failure Termination Event”), then Seller the Buyers shall irrevocably elect no later than 5:00 p.m. Eastern Time on pay to the fifth Business Day following such termination either (x) Sellers a fee equal to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 13,000,000 (the “Purchaser Financing Failure Termination Fee”), by wire transfer of immediately available funds ) within three (the “Purchaser Fee Election”3) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of Business Days after such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges The Buyers acknowledge that the agreements contained in this Section 9.03 7.3 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller the Sellers would not enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails Buyers fail to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when any amounts due in accordance with pursuant to this Section 9.037.3, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit Sellers commence an Action that results in a judgment against the other party Buyers for the amounts set forth in this Section 9.03, such paying party payment of the Financing Failure Termination Fee the Buyers shall pay to the other party its Sellers their reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitAction. (c) The Parties acknowledge and agree that any amount payable pursuant to Section 7.3(a) does not constitute a penalty but shall constitute liquidated damages to compensate the Sellers. If a Financing Failure Termination Event occurs, the payment of the Financing Failure Termination Fee (together with any expenses payable pursuant to Section 7.3(c)) shall be the sole and exclusive remedy of the Sellers, any of their Affiliates or their respective former, current or future equityholders, controlling persons, partners, directors, officers, employees, service providers, financing sources, including, without limitation, with respect to the Debt Financing, advisors or representatives (collectively, the “Seller Parties”) against the Buyers or any of their Affiliates or their respective former, current or future equityholders, controlling persons, partners, directors, officers, employees, service providers, Debt Financing Sources, advisors or representatives (collectively, the “Buyer Parties”) with respect to any breach of any representation, warranty, covenant or obligation in connection with this Agreement or the Transaction Documents or the transactions contemplated hereby and thereby and upon the Seller Parties’ receipt of such amounts, none of the Buyer Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transaction Documents or the transactions contemplated hereby and thereby. The Parties acknowledge and agree that in no event shall the Buyers pay the Financing Failure Termination Fee on more than one occasion. (d) Notwithstanding anything to the contrary contained herein, the Parties further acknowledge and agree that, upon a Financing Failure Termination Event, none of the Buyer Parties shall have any liability under, or with respect to this Agreement or the transactions contemplated herein (other than the Buyers for the payment of the Financing Failure Termination Fee, as provided herein), and the Sellers agree that they shall not, and shall not allow any Seller Party to, bring any cause of action against or otherwise seek remedies from any Buyer Party, whether at equity or in law, for breach of contract, in tort or otherwise, and any such claim is hereby fully waived, released and forever discharged (other than actions against the Buyers for the failure to pay the Financing Failure Termination Fee, as provided herein, or under Section 8.6 for specific performance in accordance with Section 8.6); provided, that in the event of a Financing Failure Termination Event the aggregate liability of the Buyer Parties under, or related to, this Agreement prior to the Closing (whether or not this Agreement is terminated, and regardless of the reason for any such termination) shall not exceed the Financing Failure Termination Fee, together with any expenses payable pursuant to Section 7.3(c) (e) Each Party acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated herein and that, without these agreements, the Parties would not enter into this Agreement.

Termination Fee. (a) If Notwithstanding Section 9.3 above, in the event that there is a termination of this Agreement is terminated by Seller or the Purchaser pursuant to Section 9.01(b9.1(e) and at such time all conditions set forth in or Section 8.01 and Section 8.03 (other than Section 8.03(d9.1(f)) , the Company shall have been satisfied or, for those conditions intended pay to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee equal to the Expenses actually incurred by or on behalf of $2,300,000 the Purchaser or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the transactions contemplated hereby, including any related SEC filings and the Proxy Documents (the “Purchaser Termination Fee”). In the event that there is a termination of this Agreement by the Company (and on behalf of the Sellers) pursuant to Section 9.1(d) or Section 9.1(g), the Purchaser shall pay to the Company and the Sellers the Termination Fee equal to the Expenses actually incurred by or on behalf of the Company, the Sellers and any of their Affiliates. The Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing by the Purchaser, or by the Company, within ten (10) Business Days after the “Purchaser Fee Election”) or (y) notifying Party delivers to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under other Party the terms amount of this Agreement (the “Purchaser Damages Election”)such Expenses, along with reasonable documentation in connection therewith. Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee ElectionParties expressly acknowledge and agree that, and Purchaser pays the Purchaser Termination Fee pursuant with respect to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each in circumstances where the Termination Fee is payable, the payment of the parties acknowledges that the agreements contained Termination Fee shall, in this Section 9.03 are an integral part light of the transactions contemplated by this Agreementdifficulty of accurately determining actual damages, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser with respect to any claim for damages or Sellerany other claim which the Purchaser, as applicable, in or the circumstances in which such termination fee is payable for Company and the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or SellerSellers, as the case may be, fails would otherwise be entitled to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment assert against the other party for Party or its Affiliates or any of its assets, or against any of its directors, officers, employees or shareholders with respect to this Agreement and the amounts set forth transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the notifying Party (or Parties), provided, that the foregoing shall not limit the rights of the notifying Party (or Parties) to seek specific performance or other injunctive relief in lieu of terminating this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitAgreement.

Termination Fee. (a) If Notwithstanding Section 10.2, (i) if this Agreement is terminated by Seller or Purchaser Buyer pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d10.1(a)(iv)(A)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller Parent shall irrevocably elect no later than 5:00 p.m. Eastern Time on pay to Buyer, within five Business Days after the fifth Business Day following date of such termination either (x) to require Purchaser to pay Sellertermination, promptly following such electionas liquidated damages and not as penalty, a termination fee of equal to $2,300,000 10,000,000 (the “Purchaser Termination Fee”) by Wire Transfer and (ii) if this Agreement is terminated by Sellers pursuant to Section 10.1(a)(iv)(B), by wire transfer of immediately available funds (then Buyer shall pay, as liquidated damages and not as penalty, the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms Seller Representative on behalf of this Agreement (all Sellers by Wire Transfer within five Business Days after the “Purchaser Damages Election”date of such termination. The payment of the Termination Fee by Buyer will be the exclusive remedy of Sellers for Losses arising as a result of any actions taken as set forth on Schedule 6.1(B). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant Subject to the preceding sentence, such Purchaser the payment by any party of the Termination Fee shall not be the sole and an exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents remedy for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach purposes of this Agreement (regardless and shall in no way limit any rights of the time party receiving the Termination Fee from bringing any Claim with respect to any matter described in Section 10.2(i) or Section 10.2(ii) and receiving an award of breach). If Seller makes any remedy with respect thereto; provided, however, that the Purchaser Damages Election, then Seller amount of any damages award received by such party shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach reduced by the Purchaser amount received by such party in respect of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this (excluding any amount received pursuant to Section 9.03(a10.3(b)). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the The parties acknowledges hereto acknowledge that the agreements contained in this Section 9.03 10.3 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller the other parties would enter not have entered into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, either party fails to timely pay the Seller Termination Fee or Purchaser when due under this Section 10.3 and the other party successfully obtains a judgment against such party for the amount of such Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order such non-breaching party will also be entitled to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expensesdisbursements of counsel, financial advisers, actuaries and accountants) incurred by such party in connection with such suit, together with interest on the amount of such judgment from the date the Termination Fee was first required to be paid under this Section 10.3 to the date of actual payment at a rate per annum equal to rate applicable to the prime rate published in The Wall Street Journal on the date the Termination Fee was first required to be paid under this Section 10.3 plus 4%, compounded quarterly.

Termination Fee. (a) If In the event that this Agreement is terminated by Seller or Purchaser the T-Mobile Parties, pursuant to Section 9.01(b13.1(f) Crown shall pay to T-Mobile, on behalf of the T-Mobile Parties, the T-Mobile SPEs and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such electionSale Site Subsidiaries, a termination fee of in an amount equal to $2,300,000 250,000,000 (the “Purchaser Termination Fee”), ; it being understood that in no event shall Crown be required to pay the Termination Fee on more than one occasion. Any amount due under this Section 13.3(a) shall be paid by wire transfer of immediately available same-day funds to an account provided in writing by T-Mobile to Crown within two business days of the date of such termination. (the “Purchaser Fee Election”b) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary contained in this Agreement, if Seller makes T-Mobile’s right, on behalf of the Purchaser Fee ElectionT-Mobile Parties, the T-Mobile SPEs and Purchaser pays the Purchaser Sale Site Subsidiaries, to receive payment of the Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee Section 13.3(a) shall be constitute the sole and exclusive remedy, including on account of punitive damages, remedy of the Seller T-Mobile Parties, the T-Mobile SPEs and its the Sale Site Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents and their respective Affiliates for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses Claims suffered as a result of the termination failure of the transactions contemplated by this Agreement to be consummated or for any breach or failure to perform hereunder at or prior to the Initial Closing, and upon payment of the Termination Fee, none of Crown, the Tower Operator and any of their Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii)the transactions contemplated by this Agreement or in respect of any Collateral Agreement or theory of Law or equity, whether in equity or at Law, in contract, in tort or otherwise. (c) Each of the parties Party acknowledges and agrees that the agreements contained in this Section 9.03 13.3 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller the other Parties would enter not have entered into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, Crown fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, required hereby and, in order to obtain such paymentthe payment of the Termination Fee, Purchaser or Seller, as the case may be, T-Mobile commences a suit that an Action which results in a judgment against the other party Crown for the amounts set forth in this Section 9.03payment of the Termination Fee, such paying party Crown shall pay the other party T-Mobile its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suit, together with interest thereon at the prime rate (as published in the Wall Street Journal) in effect on the date payment of the Termination Fee was required to be made through the date such payment was actually received by T-Mobile.

Termination Fee. (a) If If, but only if, this Agreement is validly terminated by Seller or Purchaser the Sellers Representative pursuant to Section 9.01(b10.01(e) and at such time all conditions set forth in or Section 8.01 and Section 8.03 (other than Section 8.03(d10.01(c)) , then Purchaser shall have been satisfied orpay, for those conditions intended or cause to be satisfied at paid, to the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either Sellers (xpro rata in accordance with their Pro Rata Shares) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds to accounts designated in writing by the Sellers Representative the Termination Fee within five (5) Business Days following such termination. The parties hereto acknowledge and hereby agree that in no event shall any of Purchaser or its Affiliates be required to pay, or to cause to be paid, (A) the “Purchaser Termination Fee Election”) on more than one occasion or (yB) to irrevocably waive Seller’s right to receive both the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under any other damages, other than any interest on the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary Termination Fee; provided, nothing in this AgreementSection 10.03 shall affect or diminish the respective rights, if Seller makes the Purchaser Fee Election, obligations and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, liability of the Seller parties under Sections 6.03, 11.01, 11.10 and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)11.11. (b) If this Agreement is terminated pursuant to Section 9.01(c)(iiThe parties hereby acknowledge and agree that (i) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 10.03 are an integral part of the transactions contemplated by this Agreement, that and that, without these agreements, the amounts parties would not enter into this Agreement, and (if anyii) the Termination Fee payable by Purchaser pursuant to Section 9.03(a10.03(a) (together with any amounts payable or indemnifiable pursuant to the last sentence of this Section 9.03(b10.03(b)) are is not a penalty penalty, but rather constitute is liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable Sellers and their Affiliates for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on upon this Agreement and on the expectation of the consummation of the transactions contemplated herebyherein, and thatfor the loss suffered by reason of the failure of such consummation, without these agreementswhich amount would otherwise be uncertain and incapable of accurate determination. If Purchaser fails promptly to pay any amount due pursuant to this Section 10.03, neither it shall also pay any reasonable costs and expenses incurred by the Company in connection with enforcing this Agreement (including by legal action), together with interest on such unpaid amount, at a rate per annum, compounded monthly, equal to the Prime Rate, as reported in the print edition of The Wall Street Journal, Eastern Edition, on the date such amount was required to be paid (or, if unavailable, on the latest date prior to the payment due date on which such rate is available), calculated from the date such amount was required to be paid to (but excluding) the payment date. (c) Notwithstanding anything to the contrary in this Agreement, Sellers’ right to receive payment of the Termination Fee pursuant to this ARTICLE X shall be the sole and exclusive remedy of the Company and the Sellers against Purchaser nor Seller would enter into or any of its Affiliates or any of their respective stockholders, partners, members or representatives for any and all losses that may be suffered based upon, resulting from or arising out of the circumstances giving rise to such termination, and (ii) upon payment of the Termination Fee to the Sellers, none of Purchaser or any of its Affiliates or any of their respective stockholders, partners, members or representatives shall have any further liability or obligation relating to or arising out of Purchaser’s failure to consummate the transactions contemplated by this Agreement, whether or not the Company or the Sellers elect to terminate this Agreement. AccordinglyIn no event shall the Company or the Sellers seek any (x) equitable relief or equitable remedies of any kind whatsoever or (y) money damages or any other recovery, if Purchaser judgment, or Sellerdamages of any kind, as including consequential, indirect, or punitive damages, other than damages in an amount not in excess of the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicablein each case, when due in accordance with relating to or arising out of Purchaser’s failure to consummate the transactions contemplated by this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitAgreement.

Termination Fee. To compensate Trustmark for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by Trustmark, Cadence and Trustmark agree as follows: (a) If Provided that Trustmark shall not be in material breach of any covenant or obligation under this Agreement (which breach has not been cured promptly following receipt of written notice thereof by Cadence specifying in reasonable detail the basis of such alleged breach), Cadence shall pay to Trustmark the sum of $2,000,000 (the “Termination Fee”) if this Agreement is terminated (i) by Seller Cadence under the provisions of Section 8.1(e), (ii) by either Trustmark or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied Cadence if at the Closing, shall be capable time of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on any failure by the fifth Business Day following such termination either (x) shareholders of Cadence to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee approve and elect to pursue monetary damages available to Purchaser under the terms of adopt this Agreement (and the “Purchaser Damages Election”). Notwithstanding anything Merger and there shall exist a Superior Proposal with respect to Cadence and, within twelve months of the contrary in termination of this Agreement, if Seller makes Cadence enters into a definitive agreement with any third party with respect to any such Superior Proposal, or (iii) by Trustmark under the Purchaser Fee Election, and Purchaser pays provisions of Section 8.1(f). The payment of the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the Trustmark’s sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach remedy with respect to termination of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election as set forth in accordance with this Section 9.03(a8.3(a). (b) If Any payment required by paragraph (a) of this Agreement Section 8.3 shall become payable within two (2) business days after receipt by the non-terminating party of written notice of termination of this Agreement; provided, however, that if such Termination Fee payment is terminated required pursuant to clause (ii) of Section 9.01(c)(ii) or Section 9.01(d)(ii8.3(a), then Seller such payment shall pay Purchaser $2,300,000 become payable within two (2) business days after the “Seller Termination Fee”) not later than the day execution and delivery by Cadence of such termination, by wire transfer of immediately available funds. Notwithstanding anything definitive agreement relating to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii)Superior Proposal. (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Termination Fee. In the event that (ai) If this the MSR Closing has been consummated and (ii) the Merger Agreement is has been validly terminated by Seller or Purchaser in accordance with its terms (other than pursuant to Section 9.01(b8.1(d) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(iiMerger Agreement), then Seller Parent shall pay Purchaser $2,300,000 (substantially concurrently with such termination of the “Seller Termination Fee”) not later than the day of such terminationMerger Agreement pay, or cause to be paid, by wire transfer of immediately available funds. Notwithstanding anything , at the direction of Purchaser, the Break Fee to Seller (it being understood that in no event shall Parent be required to pay the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Break Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(iimore than one occasion). (ca) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 9.03 Article IX are an integral part of the transactions contemplated by this Agreement, that (ii) the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are Break Fee is not a penalty penalty, but rather constitute is liquidated damages damages, in a reasonable amount that will compensate Purchaser or the Seller, as applicablethe case may be, in the circumstances in which such termination fee is payable payable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and that, (iii) without these agreements, neither Purchaser nor Seller the parties hereto would not enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, Parent fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when any amount due in accordance with pursuant to this Section 9.03, Article IX and, in order to obtain such payment, Purchaser or Seller, as the case may be, Seller commences a suit that results in a judgment against the other party Parent for the amounts payment of any amount set forth in this Section 9.03Article IX, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit, together with interest on such amount at the annual rate of two percent (2%) plus the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.

Termination Fee. (a) If In the event that (i)(A) this Agreement is terminated by Seller or Purchaser either Party pursuant to Section 9.01(b11.1(b) and and, at the time of such time all conditions termination, the condition set forth in Section 8.01 10.2(e) with respect to a Government Approval from a Government Antitrust Authority shall not have been satisfied or waived, or (B) this Agreement is terminated by either Party pursuant to Section 11.1(e) (and such Order is issued by a Government Antitrust Authority), and at the time of such termination under either Section 8.03 11.1(b) or Section 11.1(e), all other conditions to consummate the Transactions set forth in Section 10.2 have been satisfied or waived (other than Section 8.03(d)) shall have been satisfied or, for those the conditions intended that by their terms are to be satisfied at the Closing, shall be capable ) or (ii) Seller Parent terminates this Agreement under Section 11.1(f) or Buyers otherwise fail to close the Transactions in breach of being satisfiedthis Agreement (and no Seller is in material breach of this Agreement), then in each case, Buyer Parent shall pay Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, Parent a non-refundable termination fee of $2,300,000 two billion, five hundred million Yen (¥2,500,000,000) (the “Purchaser Termination Fee”), ) by wire transfer of immediately available funds within twenty (20) Business Days of such date. Buyer Parent agrees that Buyers shall not seek to frustrate Seller Parent’s entitlement to the “Purchaser Termination Fee Election”(in the circumstances in which it would otherwise be payable pursuant to this Section 11.3(a)) or by failing to use their commercially reasonable efforts (yas provided in Section 7.3 hereof) to irrevocably waive Seller’s right cause the satisfaction of the conditions to receive Buyers’ obligations to consummate the Purchaser Transactions. Only a single Termination Fee and elect may be paid pursuant to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole Parent and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges Buyer Parent agree that the agreements contained in this Section 9.03 11.3 are an integral part of the transactions contemplated by this Agreement, that Transactions and the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are Termination Fee constitutes liquidated damages and not a penalty but rather constitute liquidated damages in penalty. Notwithstanding any other provision of this Agreement to the contrary, the sole remedy of Sellers for any loss or damage of any nature as a reasonable amount that will compensate Purchaser or Seller, as applicable, in result of the circumstances set forth in which such termination fee is payable for Section 11.3(a) shall be Sellers’ right to receive the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicablewhich will constitute the sole and exclusive remedy of any nature whatsoever (whether for money, when due in accordance with this Section 9.03, and, in order specific performance or otherwise) against Buyers. The obligation to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitTermination Fee shall survive the termination of this Agreement.

Termination Fee. (a) If this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary set forth in Section 8.02, in the event that this AgreementAgreement is terminated (i) by Obalon pursuant to Section 8.01(b)(i) for breach of Section 6.09 or (ii) by Obalon or ReShape pursuant to Section 8.01(d)(v), if Seller makes then Obalon shall be entitled to a fee of $1,000,000 and Obalon and ReShape shall promptly submit joint written instructions to the Purchaser Fee Electionapplicable escrow agent instructing it to distribute the amounts held in Escrow (the “Termination Fee”) to Obalon in accordance with the terms hereof. (b) Except as provided in Section 8.02, and Purchaser pays in the Purchaser event that Obalon receives full payment of the Termination Fee pursuant to Section 8.03(a) under circumstances where a Termination Fee was payable, the preceding sentence, such Purchaser receipt of the Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents monetary remedy for any and all Losses losses or damages suffered as a result or incurred by Obalon, Merger Sub, any of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no their respective Affiliates or any other liability for any breach of Person in connection with this Agreement (regardless and the termination hereof), the Merger and the other transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination; provided that no such payment shall relieve any party of the time any liability or damages to any other party resulting from any intentional breach of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under any provision contained in this Agreement (other than Section 5.14, which shall be subject to claims or for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available fundsfraud. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges acknowledge and agree that the agreements contained nothing in this Section 9.03 are an integral part 8.03 shall be deemed to affect their respective rights to specific performance hereunder in order to specifically enforce this Agreement. The parties acknowledge and agree that any payment of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are Termination Fee is not a penalty but rather constitute is liquidated damages in a reasonable amount that will is intended to compensate Purchaser Obalon or Seller, as applicable, Merger Sub in the circumstances in which such termination fee is fees are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby; provided, and thathowever, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as that in the case may beof intentional breach or fraud by ReShape, Obalon or Merger Sub shall be permitted to seek damages in excess of the Termination Fee. If ReShape fails to instruct the applicable escrow agent for timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when payment of any amount due in accordance with this pursuant to Section 9.03, 8.03(a) and, in order to obtain such payment, Purchaser or Seller, as the case may be, Obalon commences a suit that results in a judgment against the other party ReShape for the amounts amount set forth in this Section 9.038.03(a), Obalon shall be entitled to interest on such paying party shall pay amount at the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) prime rate of ▇.▇. ▇▇▇▇▇▇, N.A. in connection with effect on the date such suitpayment was required to be made.

Termination Fee. (a) If Parent shall reimburse the Company for its reasonable, documented, out-of-pocket costs incurred after August 1, 2013 in connection with the negotiation and anticipated consummation of this Agreement and the transactions contemplated hereby in an amount not to exceed Five Hundred Thousand Dollars ($500,000) (the “Expense Payment”) in the event that this Agreement is terminated (i) by Seller or Purchaser the Company pursuant to Section 9.01(b11.1(a)(ii) and or Section 11.1(a)(iv) or (ii) by Parent pursuant to Section 11.1(a)(iv) in the event that, at the time of such time termination, all conditions set forth in Section 8.01 and Section 8.03 to Closing have been satisfied or waived (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended that by their nature are to be satisfied at the Closing, ). Parent shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on pay the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), Expense Payment by wire transfer of immediately available funds within three (3) business days of the termination of this Agreement. (b) In the event that the Expense Payment becomes payable and if requested by the Company, Parent will provide interim financing to the Company in an amount not to exceed Five Million Dollars ($5,000,000) (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages ElectionInterim Financing”). The Interim Financing may be provided by Parent in the form of a loan or an investment in the equity of the Company upon customary terms to be mutually agreed between the Company and Parent; provided that any debt financing shall include the following terms: (i) interest rate equal to LIBOR, (ii) 12 month term, (iii) subordinate to existing senior debt of the Company, (iv) unsecured and with no negative pledges on intellectual property or other assets of the Company, (v) the absence of financial or other operating covenants, and (vi) the absence of warrant or other equity security coverage. (c) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, payment of the Expense Payment and, if Seller makes the Purchaser Fee Electionrequested, and Purchaser pays the Purchaser Termination Fee pursuant Interim Financing to the preceding sentence, such Purchaser Termination Fee shall Company by Parent in accordance with this Agreement will be the sole and exclusive remedy, including on account of punitive damages, remedy of the Seller Company and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents Stockholders under this Agreement and will be deemed liquidated damages for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any actual or purported breach of this Agreement (regardless and the other agreements contemplated hereby, and, after such payment has been made, Parent will have no further liability for any such actual or purported breach and the Company shall not seek to recover any other money damages or seek any other remedy, and all such claims are hereby waived, except that nothing herein will relieve any Indemnified Party from Liability for any willful breach of the time of breach). If Seller makes the Purchaser Damages Electionany representation, then Seller shall be entitled to pursue monetary damages for only those Losses incurred warranty, covenant or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary agreement set forth in this Agreement, Purchaser. The Parties agree that the Company’s receipt actual damages would be extremely difficult or impracticable to determine in the event of the Seller Termination Fee termination pursuant to the preceding sentence shall be the sole provisions set forth in Section 11.2(a)(i) and exclusive remedy, including on account of punitive damages, of the Purchaser (ii). The Company acknowledges and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges agrees that the agreements contained in this Section 9.03 11.2(c) are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are without these agreements Parent and Merger Sub would not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating enter into this Agreement and in reliance that the amounts payable hereunder do not constitute a penalty. (d) In no event shall Parent be required to pay the Expense Payment or Interim Financing on this Agreement and on more than one occasion, whether or not the expectation Expense Payment or Interim Financing may be payable under more than one provision of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser at the same or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitat different times.

Termination Fee. (a) If Notwithstanding Section 9.3 above, in the event that there is a termination of this Agreement is terminated by Seller or the Purchaser pursuant to Section 9.01(b9.1(e) and at such time all conditions set forth in or Section 8.01 and Section 8.03 (other than Section 8.03(d9.1(f)) , the Company shall have been satisfied or, for those conditions intended pay to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee equal to the Expenses actually incurred by or on behalf of $2,300,000 the Purchaser or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the transactions contemplated hereby, including any related SEC filings (the “Purchaser Termination Fee”). In the event that there is a termination of this Agreement by the Company (and on behalf of the Sellers) pursuant to Section 9.1(d) or Section 9.1(g), the Purchaser shall pay to the Company and the Sellers the Termination Fee equal to the Expenses actually incurred by or on behalf of the Company, the Sellers and any of their Affiliates. The Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing by the Purchaser, or by the Company, within ten (10) Business Days after the “Purchaser Fee Election”) or (y) notifying Party delivers to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under other Party the terms amount of this Agreement (the “Purchaser Damages Election”)such Expenses, along with reasonable documentation in connection therewith. Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee ElectionParties expressly acknowledge and agree that, and Purchaser pays the Purchaser Termination Fee pursuant with respect to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each in circumstances where the Termination Fee is payable, the payment of the parties acknowledges that the agreements contained Termination Fee shall, in this Section 9.03 are an integral part light of the transactions contemplated by this Agreementdifficulty of accurately determining actual damages, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser with respect to any claim for damages or Sellerany other claim which the Purchaser, as applicable, in or the circumstances in which such termination fee is payable for Company and the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or SellerSellers, as the case may be, fails would otherwise be entitled to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment assert against the other party for Party or its Affiliates or any of its assets, or against any of its directors, officers, employees or shareholders with respect to this Agreement and the amounts set forth transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the notifying Party (or Parties), provided, that the foregoing shall not limit the rights of the notifying Party (or Parties) to seek specific performance or other injunctive relief in lieu of terminating this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitAgreement.

Termination Fee. (a) If this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii8.1(c)(ii) or Section 9.01(d)(ii8.1(d)(ii), then Seller the Company shall pay Purchaser $2,300,000 to Parent (the “Seller Termination Fee”) not later than the day of such terminationor as directed by Parent), by wire transfer of immediately available same day funds, an amount equal to $8.5 million (such amount, the “Company Termination Fee”) as promptly as reasonably practicable (and in any event within two (2) Business Days after such termination). Notwithstanding anything to the contrary in If this Agreement, Purchaser’s receipt of the Seller Termination Fee Agreement is terminated pursuant to Section 8.1(b)(iii), then, in the preceding sentence event that, (i) at any time after the date of this Agreement and prior to such termination any Third Party shall be the sole have publicly made, publicly proposed or publicly disclosed an intention to make a bona fide Acquisition Proposal, which bona fide Acquisition Proposal was not retracted or rescinded prior to such termination and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result (ii) within twelve (12) months of the termination of this Agreement pursuant Agreement, the Company or any of its Subsidiaries enters into a definitive agreement with respect to Section 9.01(c)(iisuch Acquisition Proposal and such Acquisition Proposal is consummated (for this purpose, substituting “fifty percent (50%)” for each reference to “twenty percent (20%)” in the definition of Acquisition Proposal), then the Company shall pay, or cause to be paid, to Parent, by wire transfer of same day funds, the Company Termination Fee, such payment to be made promptly (and in any event within two (2) or Section 9.01(d)(ii)Business Days) after the consummation of, such Acquisition Proposal. (cb) Each of the parties The Company acknowledges that the agreements contained in this Section 9.03 8.3 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller Parent and the Merger Subsidiaries would not enter into this Agreement. Accordingly, if Purchaser or Seller, as If the case may be, Company fails to timely pay the Seller Company Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03due, and, in order to obtain such payment, Purchaser or Seller, as the case may be, payment Parent commences a suit that legal action which results in a judgment against the other party Company for all or any portion of the amounts set forth in this Section 9.03Company Termination Fee, such paying party the Company shall pay the other party to Parent its reasonable and documented costs out-of-pocket costs, fees and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suitaction. In circumstances where a Company Termination Fee is payable, upon payment of the Company Termination Fee, the Company shall have no further liability to Parent or the Merger Subsidiaries with respect to this Agreement or the transactions contemplated hereby.

Termination Fee. (a) If (i) the Company and the Representative terminate this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b10.01(c) or Section 10.01(g), (ii) the Company and Representative terminate this Agreement pursuant to Section 10.01(f) at such a time all conditions set forth in Section 8.01 when the Company and Section 8.03 (other than Section 8.03(d)) shall the Representative would have been satisfied orpermitted to terminate this Agreement pursuant to Section 10.01(g), for those conditions intended or (iii) the Purchaser terminates this Agreement pursuant to be satisfied Section 10.01(e) at a time when the Closing, shall be capable of being satisfiedCompany and the Representative would have been permitted to terminate this Agreement pursuant to Section 10.01(g), then Seller the Purchaser shall irrevocably elect no later than 5:00 p.m. Eastern Time on pay to the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, Company a termination fee of equal to $2,300,000 45,000,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds to one or more accounts designated in writing by the Representative within five (5) Business Days of the “date of such termination. In no event shall the Purchaser Fee Election”) be required to pay or (y) to irrevocably waive Seller’s right cause to receive be paid the Purchaser Termination Fee on more than one occasion whether or not the Purchaser Termination Fee may be payable at different times or upon the occurrence of different events. (b) Each party hereto confirms that each event or circumstance giving rise to the obligation to pay the Purchaser Termination Fee would cause significant damage to the Sellers, the Company and elect their respective Affiliates that would be inherently difficult to pursue monetary quantify and prove, and that the Purchaser Termination Fee provided for hereunder is intended to provide fair compensation in response to that damage, is not intended to be punitive, and is reasonable in amount in relation to the circumstances under which it would become payable. In the circumstances in which the Purchaser Termination Fee is payable in accordance with Section 10.03(a), the Company’s receipt of the Purchaser Termination Fee from the Purchaser pursuant to Section 10.03(a) shall be deemed to be liquidated damages available to Purchaser under the terms of this Agreement and not a penalty. (the “Purchaser Damages Election”). c) Notwithstanding anything to the contrary in this Agreement, if Seller makes in the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller event that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii10.01, the rights of the applicable parties under the Confidentiality Agreement, the Company’s right to receive the Purchaser Termination Fee from the Purchaser pursuant to Section 10.03(a) or seek recovery for any other amounts owing pursuant to Section 9.01(d)(ii)7.07(f) (and the rights of the applicable parties under the Guaranties in respect thereof, then Seller shall pay Purchaser $2,300,000 (including the “Seller Termination Fee”) not later than right of the day applicable parties to receive payment of such termination, by wire transfer of immediately available funds. Notwithstanding anything to amounts from the contrary in this Agreement, Purchaser’s receipt applicable Sponsor under each of the Seller Termination Fee pursuant to Guaranties on the preceding sentence terms and conditions set forth therein) shall be the sole and exclusive remedyremedy of the Company, including on account the Sellers and the Trilogy Parties and any Person claiming by, through or for the benefit of punitive damagesthe Company, of the Sellers or the Trilogy Parties against (i) the Purchaser and its Subsidiaries against Seller the Sponsors, (ii) any Debt Financing Source, (iii) the former, current and future holders of any equity, partnership or any of its Subsidiarieslimited liability company interest, Affiliates, stockholderscontrolling persons, directors, officers, employees employees, agents, attorneys, Affiliates, members, managers, general or agents limited partners, stockholders or assignees of any Person named in clause (i) or (ii) of this Section10.03(c), and (iv) any future holders of any equity, partnership or limited liability company interest, controlling persons, management companies, directors, officers, employees, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners, or shareholders of any of the foregoing (the Persons described in clauses (i), (ii), (iii) and (iv), collectively, the “Purchaser Group”) for any Loss (whether in law or equity and all Losses whether based on contract, tort or otherwise) suffered as a result of any breach of any representation, warranty, covenant or agreement hereunder, the failure of the Contemplated Transactions to be consummated in accordance with this Agreement, or otherwise based upon, arising out of or relating to this Agreement, the Financing or the Commitment Letters (including any breach or alleged breach hereof or thereof), the negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise. (d) Notwithstanding any other provision of this Agreement, but except with respect to (i) the applicable parties’ obligations under the Confidentiality Agreement and (ii) without limiting the right of the Representative to seek specific performance prior to termination of this Agreement pursuant to under, and in accordance with the terms and conditions of, the Equity Commitment Letter and Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each 13.14, each of the parties acknowledges Sellers, the Company and the Trilogy Parties agrees that the agreements contained in this Section 9.03 are an integral part maximum aggregate monetary liability of the transactions contemplated by this AgreementPurchaser and any other member of the Purchaser Group to the Sellers, that the amounts (if any) payable pursuant to Section 9.03(a) Company and the Trilogy Parties or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser any Person claiming by, through or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation benefit of the consummation Sellers, the Company or the Trilogy Parties for any Loss (whether in law or equity and whether based on contract, tort or otherwise) suffered as a result of any breach of any representation, warranty, covenant or agreement hereunder prior to termination, the failure of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails Contemplated Transactions to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due be consummated in accordance with this Section 9.03Agreement, andor otherwise based upon, arising out of or relating to this Agreement, the Financing or the Commitment Letters (including any breach or alleged breach hereof or thereof), the negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby or in respect of any other theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in order contract, in tort or otherwise shall be limited to obtain such paymentan amount equal to the sum of the Purchaser Termination Fee paid pursuant to Section 10.03(c) plus any other amounts owing pursuant to Section 7.07(f) and in no event (except with respect to the applicable parties’ obligations under the Confidentiality Agreement and without limiting the right of the Representative to seek specific performance prior to termination of this Agreement under, and in accordance with the terms and conditions of, the Equity Commitment Letter and Section 13.14) shall the Sellers, the Company or the Trilogy Parties seek to recover any money damages in excess of an amount equal to the sum of the Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the Termination Fee paid pursuant to Section 10.03(c) and any other party for the amounts set forth in this owing pursuant to Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit7.07(f).

Termination Fee. In the event that (a) If this Agreement is terminated by Seller or Purchaser pursuant to each of the closing conditions set forth in each of Section 9.01(b6.1 and Section 6.3 have been satisfied and (b) and at such time all the closing conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall 6.2 have been satisfied oror waived by the MGM Parties or in the case of (a) and (b) would have been satisfied but for Purchaser failing to use its Commercially Reasonable Efforts to perform its obligations under this Agreement in accordance with the terms and conditions of this Agreement, for those conditions intended the MGM Parties shall have the right to give written notice to Purchaser of their intention to terminate this Agreement if Purchaser fails to close (or be satisfied at prepared to close) the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time transactions contemplated by this Agreement on or prior to the fifth Business Day following receipt of such written notice and as promptly as practicable following termination either (xwhich shall occur automatically on such fifth Business Day unless agreed to otherwise by the Parties in writing) Purchaser shall pay, or cause to require Purchaser be paid, in same day funds to pay Seller, promptly following such election, a termination fee of Seller $2,300,000 10,000,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Only one Termination Fee shall be payable to Seller regardless of the sole circumstances. In the event Seller receives payment of the Termination Fee, Seller, and exclusive Seller on behalf of its Affiliates, agrees to forego and not to pursue (or aid any other Person in pursuing) or assign any allegation, claim, right or remedy, whether legal or equitable, including on account of punitive damagesspecific performance, of the Seller and its Subsidiaries against against, directly or indirectly, Purchaser or any of its Subsidiaries, Affiliates, stockholders▇▇▇▇▇▇▇ Poster, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller ▇▇▇▇▇▇ Breitling or any of its Subsidiariestheir respective agents, Affiliates, stockholders, directors, officers, employees or agents representatives and counsel for any and all Losses suffered as a result of the termination of this Agreement pursuant Purchaser’s failure to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of consummate the transactions contemplated by this Agreement, that . The obligation of Purchaser to pay the amounts (if any) payable Termination Fee pursuant to this Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in 5.20 shall be guaranteed by ▇▇▇▇▇▇▇ Poster and ▇▇▇▇▇▇ Breitling pursuant to the circumstances in which such termination fee is payable for Guaranty. Subject to the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation occurrence of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts matters set forth in subsection (a) and subsection (b) of the first sentence of this Section 9.035.20, such paying party shall pay the other party its Parties acknowledge and agree that (i) the MGM Parties would sustain substantial damages in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close and (ii) Seller’s actual damages in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close would be difficult or impractical to determine, and the Termination Fee represents a reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) estimate of the harm likely to be suffered by Seller in connection with such suitthe event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close.

Termination Fee. (a) If In consideration for the considerable time, effort and expense to be undertaken by the Company and Parent in connection with the transactions contemplated by this Agreement, if Parent validly terminates this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in 10.2(a), or the Company validly terminates this Agreement pursuant to Section 8.01 and Section 8.03 (other than Section 8.03(d10.2(b)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller within two Business Days of such termination, the Company shall irrevocably elect no later than 5:00 p.m. Eastern Time on pay to Parent, or Parent shall pay to the fifth Business Day following such termination either (x) to require Purchaser to pay SellerCompany, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”)as applicable, by wire transfer of immediately available funds to one or more accounts designated in writing by such party the sum of $3,000,000 (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages ElectionBreakup Fee”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, Each of the Seller parties acknowledges and its Subsidiaries against Purchaser agrees that the Breakup Fee is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent or any of its Subsidiariesthe Company, Affiliatesas applicable, stockholders, directors, officers, employees or agents for any in the circumstances in which the Breakup Fee is due and all Losses suffered as a result of such terminationpayable. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless Following payment of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Breakup Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)10.4, no party (or their Affiliates and their respective directors, officers, employees, stockholders, and Representatives) shall have further liability with respect to this Agreement or the transactions contemplated hereby, other than in respect of fraud or willful and material breach of this Agreement. If the Company or Parent, as applicable, fails to timely pay the Breakup Fee when due, then such party shall pay the interest on such amount at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment is actually received. (b) If this Agreement The parties agree that the foregoing provision is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary fair and reasonable in this Agreement, Purchaser’s receipt light of the Seller Termination Fee pursuant to anticipated or actual harm caused by a breach, the preceding sentence shall be difficulties of proof of loss and the sole and exclusive inconvenience or non-feasibility of otherwise obtaining an adequate remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the . The parties acknowledges further acknowledge that the agreements contained in this Section 9.03 10.4 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller the parties would not enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Termination Fee. (a) If In the event that this Agreement is terminated by Seller or Purchaser Verizon pursuant to Section 9.01(b) 12.1(f), Acquiror shall pay to Verizon, on behalf of the Verizon Parties, the Verizon Lessors and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such electionSale Site Subsidiaries, a termination fee of in an amount equal to $2,300,000 353,920,000.00 (the “Purchaser Termination Fee”), it being understood that in no event shall Acquiror be required to pay the Termination Fee on more than one occasion. Any amount due under this Section 12.3(a) shall be paid by wire transfer of immediately available same-day funds to an account provided in writing by Verizon to Acquiror within two (2) Business Days of the “Purchaser Fee Election”date of such termination. (b) or (y) to irrevocably waive Seller’s right to receive In the Purchaser Termination Fee event Verizon, on behalf of the Verizon Parties, the Verizon Lessors and elect to pursue monetary damages available to Purchaser under the terms Sale Site Subsidiaries, receives full payment of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to Section 12.3(a), the preceding sentencereceipt by Verizon of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Verizon Parties, the Verizon Lessors and the Sale Site Subsidiaries in connection with this Agreement, the Collateral Agreements, the Debt Financing Commitment, the transactions contemplated hereof and thereof, the termination hereof and thereof, and any matter forming the basis for such Purchaser termination, and none of the Verizon Parties, the Verizon Lessors and the Sale Site Subsidiaries or their Affiliates shall be entitled to bring or maintain any Claim, action or proceeding against Acquiror or the Tower Operator or their Affiliates or any Debt Financing Source arising out of or in connection with this Agreement, the Collateral Agreements, the Debt Financing Commitment, the transactions contemplated hereof and thereof, or the termination hereof and thereof. (c) The Parties agree that prior to the Initial Closing, the payment of the Termination Fee shall be the sole and exclusive remedyremedy available to the Verizon Parties, including on account of punitive damages, of the Seller Verizon Lessors and its the Sale Site Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses Claims suffered as a result of such terminationthe failure of the transactions contemplated by this Agreement to be consummated or for any breach or failure to perform hereunder, which fee shall become due and payable only in the event this Agreement is terminated pursuant to Section 12.1(f), and upon payment of the Termination Fee, none of Acquiror, the Tower Operator and any of their Affiliates or Representatives shall have any further liability or obligation to any other Party or its Affiliates relating to or arising out of this Agreement or in respect of any Collateral Agreement or theory of Law or equity, whether in equity or at Law, in contract, in tort or otherwise. For the avoidance of doubt, if Seller makes while Verizon may pursue both a grant of specific performance and the Purchaser Fee Election and Purchaser pays payment of the Purchaser Termination Fee, Purchaser Acquiror shall have no other liability for any breach not be obligated to both specifically perform the terms of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges The Parties acknowledge that the agreements contained in this Section 9.03 12.3 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, hereby and that, without these agreements, neither Purchaser nor Seller the Parties would enter not have entered into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, Acquiror fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, required hereby and, in order to obtain such paymentthe payment of the Termination Fee, Purchaser Verizon commences an action or Seller, as the case may be, commences a suit that which results in a judgment against the other party Acquiror for the amounts set forth in this Section 9.03payment of the Termination Fee, such paying party Acquiror shall pay the other party Verizon its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such action or suit, together with interest thereon at the prime rate (as published in the Wall Street Journal) in effect on the date payment of the Termination Fee was required to be made through the date such payment was actually received by Verizon.

Termination Fee. (a) If Notwithstanding Section 11.3 above, in the event that there is a valid and effective termination of this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 11.1(e), (other than as a result of any breach of Section 8.03(d8.8, Section 8.9 or Section 8.10 (in each case of Section 8.9 and Section 8.10, solely as it relates to any Consent set forth on Schedule 10.1(c)) ); then the Company shall have been satisfied or, for those conditions intended pay to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee equal to Two Million Three Hundred Thousand U.S. Dollars ($2,300,000), plus the Expenses actually incurred by or on behalf of $2,300,000 Purchaser or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the Transactions, including any related SEC filings, the Registration Statement, the Proxy Statement, the Redemption and any PIPE Investment (such aggregate amount, the “Purchaser Termination Fee”), . The Termination Fee shall be paid by wire transfer of immediately available funds (the “to an account designated in writing by Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms following such termination of this Agreement and within five (5) Business Days after Purchaser delivers to the “Purchaser Damages Election”)Company the amount of such Expenses, along with reasonable documentation in connection therewith. Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee ElectionParties expressly acknowledge and agree that, and Purchaser pays with respect to any termination of this Agreement in circumstances where the Purchaser Termination Fee pursuant to is payable, the preceding sentence, such Purchaser payment of the Termination Fee shall be shall, in light of the sole and exclusive remedy, including on account difficulty of punitive accurately determining actual damages, of constitute liquidated damages with respect to any claim for damages or any other claim which Purchaser would otherwise be entitled to assert against the Company, Pubco, Merger Sub, any Seller and its Subsidiaries against Purchaser or any of its Subsidiariestheir respective Affiliates or any of their respective assets, Affiliates, stockholders, or against any of their respective directors, officers, employees or agents for any shareholders with respect to this Agreement and all Losses suffered as a result the Transactions and shall constitute the sole and exclusive remedy available to Purchaser, provided, that the foregoing shall not limit the rights of such terminationPurchaser to seek specific performance or other injunctive relief to consummate the Transactions in lieu of (and not in addition to) of terminating this Agreement. For the avoidance of doubt, if Seller makes in the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of a breach of the termination of covenants in Section 8.8, Section 8.9 or Section 8.10 (solely as such Sections 8.9 and 8.10 relate to any Consent set forth on Schedule 10.1(c)) and a Termination Fee is not payable hereunder, nothing in this Agreement pursuant shall limit or otherwise prejudice Purchaser’s right to Section 9.01(c)(ii) pursue any other remedies which Purchaser may have at law or Section 9.01(d)(ii)in equity including, but not limited to, the right to seek monetary damages. (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Termination Fee. (a) If Seller shall pay $1,000,000 (the “Termination Fee”) to Buyer in the event that (i) Buyer terminates this Agreement is terminated pursuant to Section 25(f) (as a result of a breach by Seller or Purchaser Seller Parent of Section 40(a)), (ii) pursuant to Section 9.01(b40(b) and at such time all conditions set forth Seller or Seller Parent subsequently enters into an agreement providing for, or consummates, an Alternative Transaction, or (iii) Buyer terminates this Agreement pursuant to Section 25(c), and Seller or Seller Parent subsequently enters into an agreement providing for, or consummates, an Alternative Transaction. Upon any of the events above, the payment of the amounts in this Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, 39 shall be capable of being satisfiedas promptly as reasonably practicable (in any event, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth within two (2) Business Day Days following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”termination), by wire transfer of in immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right an account specified by Buyer in writing to receive the Purchaser Termination Fee Seller and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, remedy available to such party for such termination of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)Agreement. (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day actual and documented fees and expenses of such termination, by wire transfer of immediately available funds. Notwithstanding anything Buyer relating to the contrary in execution and performance of this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, Agreement (including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of reasonable attorneys’ fees) if Buyer terminates this Agreement pursuant to Section 9.01(c)(ii25(b); provided, however, that if Seller or Seller Parent subsequently enters into an agreement providing for, or consummates, an Alternative Transaction, then Seller shall also pay the Termination Fee to Buyer with the amount of such expenses previously paid by Seller to Buyer under this Section 39(b) or Section 9.01(d)(ii)applied as a credit toward the payment by Seller of the amount of the Termination Fee. (c) Each Seller shall pay actual and documented fees and expenses of Buyer relating to the parties execution and performance of this Agreement (including reasonable attorneys’ fees) if Buyer terminates this Agreement (i) pursuant to Sections 25(g), or (ii) pursuant to Section 25(h) and Seller or Seller Parent subsequently enters into an agreement providing for, or consummates, an Alternative Transaction. (d) Seller acknowledges that the agreements contained in this Section 9.03 39 are an integral part of the transactions contemplated by this Agreement, that the damages resulting from the termination of this Agreement under circumstances where a Termination Fee are payable are uncertain and incapable of accurate calculation and that the amounts (if any) payable pursuant to Section 9.03(aSections 39(a) or Section 9.03(band 39(b) are not a penalty but rather reasonable forecasts of the actual damages which may be incurred and constitute liquidated damages in and not a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebypenalty, and that, without these agreements, neither Purchaser nor Seller Buyer would not enter into this Agreement. Accordingly; accordingly, if Purchaser or Seller, as the case may be, Seller fails to timely promptly pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03the applicable requirements of Sections 39(a) and 39(b), and, in order to obtain such payment, Purchaser or Seller, as the case may be, payments Buyer commences a suit that which results in a judgment against the other party Seller or Seller Parent for the amounts set forth in this Section 9.03Termination Fee, such paying party Seller shall pay the other party to Buyer its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expensesattorney’s fees) in connection with such suit.

Termination Fee. (a) If In the event of the termination of this Agreement is terminated by Seller or Purchaser the Company pursuant to Section 9.01(bSections 11.1(e) and at if such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) material violation or breach by Parent was willful or intentional, SKT shall have been satisfied or, for those conditions intended the right either (i) to be satisfied at the Closingpaid, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) or to require Purchaser direct payment to pay Seller, promptly following such electiona designee, a termination fee of $2,300,000 10,000,000 (the “Purchaser Termination Fee”), or (ii) to exercise its rights to seek specific performance pursuant to Section 13.12. Any Termination Fee due under the first sentence of this Section 11.3 shall be paid to SKT by wire transfer of immediately available same-day funds within two (2) business days following SKT’s providing notice to Parent of its election to receive the Termination Fee (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee Notice”), which Termination Fee Notice shall be delivered to Parent within five (5) business days following any termination by Parent giving rise to the payment obligation described in the immediately preceding sentence. Notwithstanding anything contained herein to the contrary, including Article XII, if SKT delivers the Termination Fee Notice to Parent and elect the Termination Fee is paid to pursue monetary damages available to Purchaser under SKT or its designee, then the terms Company’s termination of this Agreement (and receipt of payment of the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee by SKT or its designee shall be the sole and exclusive remedyremedy against Parent, including on account of punitive damages, of the Seller Virgin Opco and its Subsidiaries against Purchaser or any of its Subsidiariestheir respective Representatives, Affiliates, stockholders, directors, officers, employees employees, partners, managers, members, or agents stockholders (each, a “Buyer Party”) for any and all Losses Damages suffered as a result of the breach of this Agreement or any representation, warranty, covenant or agreement contained herein by Parent or Virgin Opco or the failure of the Exchange to be consummated or otherwise in connection with this Agreement or the transactions contemplated hereby (such terminationDamages, collectively, “Company Damages”). In no event shall the Company or any Sellers nor their respective Affiliates seek any Company Damages or any other recovery, judgment, or Damages of any kind, including consequential, indirect, or punitive Damages, against any Buyer Party in excess of the Termination Fee from any Buyer Party in connection therewith in the event SKT delivers the Termination Fee Notice to Parent and the Termination Fee is paid to SKT or its designee, and in such event, the Company, its Affiliates and its Subsidiaries shall be precluded from any other remedy against any Buyer Party at law or in equity or otherwise. For the avoidance of doubt, if Seller makes in the Purchaser event SKT delivers the Termination Fee Election Notice to Parent and Purchaser pays the Purchaser Termination Fee is paid to SKT or its designee, the maximum aggregate liability of all Buyer Parties for all Company Damages shall be limited to the Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Termination Fee. (a) If this Agreement is terminated (i) by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in [*] or Section 8.01 and Section 8.03 (other than Section 8.03(d)) [*], Purchaser shall have been satisfied or, for those conditions intended pay Seller an amount equal to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 [*] (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) In the event the Termination Fee is payable, such fee will be paid to Seller by Purchaser in immediately available funds within five (5) Business Days after the date of the termination giving rise to the obligation to make such payment. If this Agreement is terminated pursuant not paid in accordance with the required timing set forth in the preceding sentence, in addition to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”, Purchaser shall pay, or cause to be paid, to Seller the reasonable costs and expenses (including reasonable attorneys’ fees) not later than incurred by Seller in connection with the day pursuit of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt payment of the Seller Termination Fee, together with interest at the rate of [*] per annum from and including the date the Termination Fee was required to be paid pursuant to the preceding first sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant Section 8.3(b) up to Section 9.01(c)(ii) or Section 9.01(d)(ii)and including the payment date. (c) Each of the parties Purchaser acknowledges and agrees that (i) the agreements contained in this Section 9.03 8.3 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in Contemplated Transactions and constitutes a reasonable amount estimate of the losses that will compensate Purchaser or Seller, as applicable, would be suffered by Seller by reason of any termination specified under Section 8.3 in light of the circumstances in which difficulty of accurately determining actual damages upon such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, (ii) without these agreements, neither Purchaser nor Seller would not enter into this Agreement. Accordingly. (d) Notwithstanding anything to the contrary contained in this Agreement, if in the event that the Purchaser or Seller, as pays the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with with, and as required by, this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.038.3, such paying party payment shall pay constitute the other party its reasonable Purchaser’s sole and documented costs exclusive liability, and expenses (including reasonable Seller’s sole and documented attorneys’ fees and expenses) in connection exclusive remedy, with such suitrespect to any termination of this Agreement or any matter relating to or arising out of this Agreement or the Contemplated Transactions.

Termination Fee. (a) If this Agreement is validly terminated by Seller or Purchaser pursuant to Section 9.01(b9.01(c)(i) or by Buyer or Seller pursuant to Section 9.01(b)(ii) or Section 9.01(c)(ii) and at the time of such time all conditions termination, Seller would have been entitled to immediately terminate this Agreement pursuant to Section 9.01(c)(i) (each of (i) and (ii), a “Qualified Termination”), then, in either case, Buyer shall pay Seller an amount in cash equal to $35,750,000 (the “Termination Fee”) as set forth in this Section 8.01 and Section 8.03 (other than Section 8.03(d)) 9.03. Buyer shall have been satisfied or, for those conditions intended pay the Termination Fee to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds to an account designated in writing by Seller, within three (3) Business Days after the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms date of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii)a Qualified Termination. (cb) Each The parties acknowledge and agree that the payment of the parties acknowledges Termination Fee shall constitute liquidated damages for a Qualified Termination, and not a penalty, that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts parties would not have entered into this Agreement without the agreements contained in this Section 9.03 and that the agreements contained in this Section 9.03 are supported by due and sufficient consideration. (c) Notwithstanding anything to the contrary in this Agreement, Seller’s right to receive the Termination Fee if any) payable and when due pursuant to this Section 9.03(a) or 9.03 and its rights under Section 9.03(b) are not a penalty but rather 10.13 prior to the termination of this Agreement shall constitute liquidated damages the sole and exclusive remedy (whether in a reasonable amount that will compensate Purchaser or Seller, as applicablelaw, in equity, in contract, in tort or otherwise) of Seller or any other Person against the circumstances in which such termination fee is payable Buyer Indemnified Parties, the Equity Investors, the Debt Financing Sources, any other potential financing source or any of their respective Affiliates, directors, officers, employees, stockholders, members, partners, agents, representatives or any of its other Non-Recourse Parties for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation all Losses suffered as a result of the consummation failure of the transactions contemplated herebyby this Agreement to be consummated or any breach of any representation, warranty, obligation, covenant or agreement set forth in this Agreement, and thatnone of such Persons shall have any other liability or obligation arising out of or relating to this Agreement or the transactions contemplated hereby (including, without these agreementsfor the avoidance of doubt, neither Purchaser nor the Debt Financing) and Seller would enter into shall not seek to recover any other monetary damages or seek any other remedy based on a claim at law or in equity, whether based on contract, tort or otherwise, with respect to any Losses suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or any breach of any representation, warranty, covenant or agreement set forth in this Agreement. AccordinglyNotwithstanding anything herein to the contrary, the maximum aggregate liability of the Buyer and its Non-Recourse Parties for Losses under this Agreement shall be limited to the Termination Fee. Notwithstanding anything herein to the contrary, Seller (on behalf of itself and each of its stockholders, partners, members, Affiliates, directors, officers, employees, agents and representatives) hereby waives any rights or claims against any Debt Financing Source in connection with this Agreement, the Debt Financing or the Debt Commitment Letters, whether at law or equity, in contract, in tort or otherwise, and Seller (on behalf of itself and each of its stockholders, partners, members, Affiliates, directors, offices, employees, agents and representatives) agrees not to commence (and if Purchaser commenced agrees to dismiss or Sellerotherwise terminate) any Action against any Debt Financing Source in connection with this Agreement or the transactions contemplated hereby (including any Action relating to the Debt Financing or the Debt Commitment Letters). In furtherance and not in limitation of the foregoing waiver, as it is agreed that no Debt Financing Source shall have any liability for any Losses to Seller (or any of its stockholders, partners, members, Affiliates, directors, officers, employees, agents and representatives) in connection with this Agreement or the case may betransactions contemplated hereby. (d) For the avoidance of doubt, in the event that Buyer fails to timely pay consummate the Closing in breach of its obligations under this Agreement, Seller may, in its sole discretion: (i) seek specific performance or other equitable relief pursuant to Section 10.13 prior to termination of this Agreement or (ii) withdraw or determine not to pursue any claim for specific performance or other equitable relief, and require payment of the Termination Fee or Purchaser Termination Fee, as applicable, if and when due in accordance with pursuant to the terms of this Section 9.03. While Seller may pursue both a grant of specific performance or other equitable relief under Section 10.13 and the payment of the Termination Fee under this Section 9.03, and, in order under no circumstances shall Seller be permitted or entitled to obtain such payment, Purchaser receive both a grant of specific performance or Seller, as other equitable relief (excluding interlocutory relief) and the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) Termination Fee in connection with such suitthis Agreement or any termination of this Agreement. (e) The parties acknowledge and agree that in no event and under no circumstances shall Buyer be required to pay the Termination Fee on more than one occasion, and notwithstanding anything in this Agreement to the contrary, the maximum aggregate liability of Buyer, the Equity Investors, the Debt Financing Sources, any other potential financing source or any of their respective Affiliates, directors, officers, employees, stockholders, members, partners, agents, representatives or other Non-Recourse Parties arising out of this Agreement or relating to a breach, the transactions contemplated hereby or any agreement entered into in connection herewith or otherwise shall be limited to an aggregate amount equal to the Termination Fee.

Termination Fee. (a) If this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at In the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller event that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii8.01(g), then Seller Buyer shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of within five Business Days following such termination, by wire transfer of immediately available funds. Notwithstanding anything same day funds to an account designated by the Company, an amount equal to $25,000,000 (the “Termination Fee”). (b) Each party confirms that each event or circumstance giving rise to the contrary obligation to pay the Termination Fee would cause significant damage to the Company, members of the Company Group and their respective Affiliates that would be inherently difficult to quantify and prove, and that the Termination Fee provided for hereunder is intended to provide fair compensation in response to that damage, is not intended to be punitive, and is reasonable in amount in relation to the circumstances under which it would become payable. In furtherance of the foregoing, and notwithstanding anything in this AgreementAgreement to the contrary, Purchaserthe Company’s receipt of right to receive the Seller Termination Fee pursuant to the preceding sentence Section 8.03(a), shall be the sole and exclusive remedy, including on account of punitive damages, remedy of the Purchaser Company, the members of the Company Group and its Subsidiaries their respective Affiliates against Seller or any Buyer, American Industrial Partners Capital Fund V, L.P., an Affiliate of its SubsidiariesBuyer (“Sponsor”), Affiliatesthe Persons providing Financing and the parties to the Debt Commitment Letters, stockholdersand each of their respective former, current and future directors, officers, employees employees, agents, general and limited partners, managers, members, shareholders, Affiliates and assignees, and each former, current or agents future director, officer, employee, agent, shareholder, general or limited partner, manager, member, shareholder, Affiliate or assignee of any of the foregoing (collectively, the “Specified Parties”), for any and all Losses suffered as a result of the termination failure of this Agreement pursuant the transactions contemplated by the Transaction Agreements to Section 9.01(c)(ii) be consummated or Section 9.01(d)(ii)for a breach or failure to perform hereunder or for any alleged breach of the Commitment Letters, and no Specified Party shall have any other liability or obligation relating to or arising out of the Transaction Agreements or the transactions contemplated hereby and thereby, in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any Law or otherwise and whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of a party hereto or another Person or otherwise. (c) Each The parties acknowledge that a Limited Guarantee is being delivered simultaneously herewith by Sponsor in favor of the parties acknowledges that Company to guarantee Buyer’s payment obligations with respect to the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Termination Fee. (a) If If: (i) this Agreement is validly terminated by Seller either Parent or Purchaser the Company pursuant to Section 9.01(b7.01(b) or Section 7.01(c); (ii) neither Parent not Merger Sub shall have materially breached any of its representations, warranties or covenants contained in this Agreement; and (iii) at or before the time of any such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) termination of this Agreement an Acquisition Proposal shall have been satisfied ormade (and such Acquisition Proposal shall not have been withdrawn before the time of the termination of this Agreement) and within 12 months after the date of termination of this Agreement, the Company or any Company Subsidiary consummates an Acquisition Transaction (replacing for those conditions intended to be satisfied at the Closing, shall be capable purposes of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”this Section 7.03(a), by wire transfer of immediately available funds (“20%” in the definition thereof with “Purchaser Fee Election50%”) or (y) enters into a Contract to irrevocably waive Seller’s right to receive consummate an Acquisition Transaction that is subsequently consummated, then, within two Business Days after such Acquisition Transaction is consummated the Purchaser Company shall pay the Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)Parent. (b) If this Agreement is validly terminated by Parent pursuant to Section 9.01(c)(ii7.01(e) or Section 9.01(d)(ii7.01(g), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of then, within two Business Days after such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of Company shall pay the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii)Parent. (c) If this Agreement is validly terminated by the Company pursuant to Section 7.01(f), before (or contemporaneously with) and as a condition to the effectiveness of such termination, the Company shall pay the Termination Fee to Parent. (d) Each of the parties hereto acknowledges that the agreements contained in this Section 9.03 7.03 are an integral part of the transactions contemplated by this Agreement, Agreement and that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are Termination Fee is not a penalty penalty, but rather constitute is liquidated damages in a reasonable amount that will compensate Purchaser or SellerParent and Merger Sub, as applicablethe case may be, in the circumstances in which such termination fee Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebyTransactions, and that, without these agreements, neither Purchaser nor Seller which amount would enter into this Agreement. Accordingly, if Purchaser or Seller, as otherwise be impossible to calculate with precision. (e) In circumstances under which the case may be, fails to timely pay the Seller Termination Fee is payable and has been paid, Parent and Merger Sub agree that (i) to the extent they have incurred losses or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) damages in connection with this Agreement other than as a result of fraud or intentional misconduct, their sole and exclusive remedy against the Company and any of its directors, officers, Affiliates or Representatives for any breach, loss or damage shall be to receive payment of the Termination Fee to the extent provided in Section 7.03 and (ii) upon payment in full of such suitamounts, (x) neither Parent nor Merger Sub shall have any other rights or claims or seek damages against the Company or any of its directors, officers, Affiliates or Representatives under this Agreement or otherwise, whether at law or equity, in contract, in tort or otherwise, and (y) neither the Company nor any of its directors, officers, Affiliates or Representatives shall have any further liability or obligations relating to or arising out of this Agreement or the Transactions.

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) If 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 Company specifying in reasonable detail the basis of such alleged breach), the Company shall pay to Sterling the sum of $300,000 if this Agreement is terminated (i) by Seller the Company under the provisions of Section 10.1(e), (ii) by either Sterling or Purchaser pursuant the Company under the provisions of Section 10.1(f) due to Section 9.01(b) the failure of the Company’s shareholders to approve and at such time all conditions set forth in Section 8.01 adopt this Agreement and Section 8.03 (other than Section 8.03(d)) shall have been satisfied orthe Merger, for those conditions intended to be satisfied if at the Closing, shall be capable time of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) failure to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee so approve and elect to pursue monetary damages available to Purchaser under the terms of adopt this Agreement (and the “Purchaser Damages Election”). Notwithstanding anything Merger there shall exist an Acquisition Proposal with respect to the contrary in Company and, within nine months of the termination of this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant Company enters into a definitive agreement with any third party with respect to any Acquisition Proposal with respect to the preceding sentence, such Purchaser Termination Fee shall be Company or (iii) by Sterling under the sole and exclusive remedy, including on account provisions of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breachSection 10.1(g). If Seller makes Sterling shall provide the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result Company with an itemization of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)Expenses. (b) If Any payment required by clauses (i) and (iii) of paragraph (a) of this Section 8.12 shall become payable within two Business Days after termination of this Agreement is terminated pursuant or, in the case of reimbursement to Section 9.01(c)(ii) or Section 9.01(d)(ii)Sterling of the Expenses, then Seller shall pay Purchaser $2,300,000 promptly after (the “Seller Termination Fee”) not but in no event later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything three Business Days following) delivery to the contrary in this Agreement, Purchaser’s receipt Company of the Seller itemization of Expenses. Any payment of the Termination Fee pursuant required by clause (ii) of paragraph (a) of this Section 8.12 shall become payable within two (2) Business Days of the Company’s entry into the definitive agreement referred to the preceding sentence in clause (ii) provided, however, that any payment of Expenses required by such clause (ii) shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of payable upon the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii)Agreement. (c) Each of the parties The Company acknowledges that the agreements contained in this Section 9.03 8.12 are an integral part of the transactions contemplated by in this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller Sterling would not enter into this Agreement. Accordingly; accordingly, if Purchaser the Company fails to promptly pay the Termination Fee or SellerExpenses when due, the Company shall in addition thereto pay to Sterling all costs and expenses (including fees and disbursements of counsel) incurred in collecting such Termination Fee or Expenses, as the case may be, fails to timely pay together with interest on the Seller amount of the Termination Fee or Purchaser Termination Fee, Expenses (or any unpaid portion thereof) from the date such payment was required to be made until the date such payment is received by Sterling at the prime rate as applicable, when due reported in accordance with this Section 9.03, and, The Wall Street Journal as in order effect from time to obtain time during such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitperiod.

Termination Fee. (a) If In the event that this Agreement is terminated by Seller or Purchaser Buyer pursuant to Section 9.01(bSections 25(b)-(h) or the parties otherwise fail to consummate the Closing for any reason whatsoever, in either such event, other than as a result of a breach by Buyer of any of its representations, warranties, covenants or agreements contained in this Agreement, which is not cured or cannot be cured within thirty (30) days after written notice of such breach has been delivered to Buyer and at such time all conditions which would, if occurring or continuing on the Closing Date, permit the Seller not to consummate the transactions contemplated hereby under the standard set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d7(b) or 7(c)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfiedas applicable, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth pay to Buyer as promptly as reasonably practicable (and in any event, within two (2) Business Day Days following such termination either termination) by wire transfer in immediately available funds to an account specified by Buyer in writing to Seller a payment of Five Million Dollars Even (x$5,000,000.00) to require Purchaser to pay Seller, promptly following such election, (a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) and Seller shall provide written unconditional releases, in a form reasonably satisfactory to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damagesBuyer, of the Seller and its Subsidiaries against Purchaser all current employees of Buyer, for such period as they remain employees of Buyer or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for from any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election non-solicitation and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance non-compete agreements and/or arrangements with this Section 9.03(a)Seller. (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 38 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller Buyer would not enter into this Agreement. Accordingly, if Purchaser or Seller, as Agreement and the case may be, fails to timely pay the Seller Termination Fee or Purchaser is not liquidated damages. Buyer shall be entitled to receive payment of the Termination Fee, as applicablewell as, for any damages actually incurred by Buyer in excess of the Termination Fee, including, but not limited to, damages resulting from fraud or intentional misrepresentation on the part of Seller. If Buyer seeks its remedies as set forth in this Section 38 of the Agreement, and Seller pays the amounts owing to Buyer under this Section 38, then Buyer will not have any right, equitable or otherwise, to require or otherwise compel Seller to consummate the transactions contemplated by this Agreement. For the avoidance of doubt, the amount of damages that Buyer may recover from Seller pursuant to this Section 38 shall not be governed or limited by Section 20 of this Agreement, which Section 20 only applies to claims for indemnification made by Buyer or Seller, if any, following the Closing. (c) If Seller fails to promptly pay the Termination Fee when due in accordance with this the applicable requirements of Section 9.0338, and, in order to obtain such payment, Purchaser or Seller, as the case may be, payments Buyer commences a suit that results in a judgment against the other party Seller for the amounts set forth in this Section 9.03Termination Fee, such paying party Seller shall pay the other party to Buyer its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expensesattorney’s fees) in connection with such suit.

Termination Fee. (a) If In the event this Agreement is terminated pursuant to (i) Section 9.1(a) and Buyer’s material breach of its obligations under this Agreement shall have been the direct and proximate cause for the failure of Closing to occur in accordance with this Agreement, and provided Seller is not in material breach of this Agreement and has not received written notice thereof from Buyer, or (ii) where this Agreement is terminated by Seller or Purchaser pursuant due to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 the failure of Buyer to obtain the PRC Approvals (other than Section 8.03(d)approvals by the State Administration of Foreign Exchange or its relevant local branch) by the end of a 180-day period from the date of this Agreement then Buyer shall have been satisfied or, for those conditions intended pay to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 2,775,000 (the “Purchaser Buyer Termination Fee”), ) by wire transfer of in immediately available United States Dollar funds within twenty (the “Purchaser Fee Election”20) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms Business Days after such termination of this Agreement (the “Purchaser Damages Election”)Agreement. Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser The Buyer Termination Fee shall be Seller’s sole remedy for any such termination of this Agreement. The Parties agree that the sole Buyer Termination Fee shall constitute a fair and exclusive remedy, including on account of punitive damages, reasonable estimation of the losses and damages that Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered would suffer as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) 9.1(a), and Buyer hereby agrees to irrevocably waive any right to challenge the said amount or Section 9.01(d)(ii)its liability to pay the same. (cb) Each In the event this Agreement is terminated pursuant to (i) Section 9.1(d) and Seller’s material breach of its obligations under this Agreement shall have been the parties acknowledges that direct and proximate cause for the agreements contained failure of Closing to occur in this Section 9.03 are an integral part of the transactions contemplated by accordance with this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are and provided Buyer is not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating material breach of this Agreement and has not received written notice thereof from Seller, (ii) Section 9.1(c), (iii) Section 9.1(k), or (iv) Section 9.1(m), then Seller shall pay to Buyer $2,775,000 (the “Seller Termination Fee”) by wire transfer in reliance on this Agreement and on the expectation immediately available United States Dollar funds within twenty (20) Business Days after such termination of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay The Seller Termination Fee shall be Buyer’s sole remedy for any such termination of this Agreement. The Parties agree that the Seller Termination Fee shall constitute a fair and reasonable estimation of the losses and damages that Buyer would suffer as a result of the termination of this Agreement pursuant to Sections 9.1(c), 9.1(d), 9.1(k) or Purchaser Termination Fee9.1(m), as applicable, when due in accordance with this Section 9.03, and, in order and Seller hereby agrees to obtain such payment, Purchaser irrevocably waive any right to challenge the said amount or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall its liability to pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitsame.

Termination Fee. (a) If In the event that either: (X) the MGM Entities are entitled to terminate this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b10.1(d) hereof, or (Y) (i) the Closing has not occurred by the Outside Closing Date, and at such time all (ii) each of the Closing conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall 7.1 have been satisfied oror waived by Purchaser or would have been satisfied but for Purchaser’s failure to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform its respective obligations under this Agreement, and (iii) each of the Closing conditions set forth in Section 7.3 have been satisfied or waived by Purchaser or would have been satisfied but for those Purchaser failing to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform its respective obligations under this Agreement in accordance with the terms and conditions intended to be satisfied at hereof, and (iv) the Closing, shall be capable of being satisfiedMGM Entities are not otherwise in breach or default hereunder, then Seller in either such event (X) or (Y) the MGM Entities shall irrevocably elect no later than 5:00 p.m. Eastern Time have the right, as their sole and exclusive remedy, to give written notice to Purchaser of their intention to terminate this Agreement if Purchaser fails to close (or be prepared to close) the transactions contemplated by this Agreement on or prior to the fifth Business Day following receipt of such written notice and as promptly as practicable following termination either (xwhich shall occur automatically on such fifth Business Day unless agreed to otherwise by the Parties in writing) Purchaser shall pay, or cause to require be paid, in same day funds to Seller, the sum of Twenty Five Million Dollars ($25,000,000) (the “Seller Termination Fee”). Only one Seller Termination Fee shall be payable to Seller regardless of the circumstances. In the event Seller receives payment of the Seller Termination Fee, Seller, and Seller on behalf of its Affiliates, agrees to forego and not to pursue (or aid any other Person in pursuing) or assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly, Purchaser or any of its Affiliates, for Purchaser’s failure to consummate the transactions contemplated by this Agreement. The obligation of Purchaser to pay the Seller Termination Fee pursuant to this Section 6.14(a) is guaranteed by Purchaser Parent pursuant to the Purchaser Guaranty. Subject to the occurrence of the matters set forth in subsections (X) or (Y)(i), (ii) and (iii) of the first sentence of this Section 6.14(a), the Parties acknowledge and agree that the MGM Entities would sustain substantial damages in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close, and Seller’s actual damages in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close would be difficult or impractical to determine, promptly following and the Seller Termination Fee represents a reasonable estimate of the harm likely to be suffered by Seller in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close. (b) In the event that either: (X)(i) the Closing has not occurred by the Outside Closing Date; and (ii) each of the closing conditions set forth in Section 7.1 have been satisfied or waived by Seller or would have been satisfied but for the MGM Entities’ failure to use their Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform their respective obligations under this Agreement; and (iii) the Closing conditions set forth in Section 7.2 have been satisfied or waived by Seller or would have been satisfied but for Seller failing to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform its obligations under this Agreement; and Purchaser is not otherwise in default hereunder, or (Y) prior to the Outside Closing Date Seller executes an agreement with any other Person (other than Purchaser) for the sale or transfer of the Equity Interests or for substantially all of the Company’s assets, or (Z) Purchaser is entitled to terminate this Agreement pursuant to Section 10.1(c) hereof, then in any such electionevent (X) or (Y) or (Z) the Purchaser shall have, a termination fee as its sole and exclusive remedy, the right to give written notice to Seller of its intention to terminate this Agreement (and whether or not Purchaser provides such notice with respect to clause (Y), Seller may terminate this Agreement) and Seller shall pay, or cause to be paid, in same day funds to Purchaser, the sum of Twenty Five Million Dollars ($2,300,000 25,000,000) (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Only one Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, payable to Purchaser regardless of the Seller and its Subsidiaries against circumstances. In the event Purchaser or any receives payment of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach agrees, on its own behalf and on behalf of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Electionits Affiliates, then Seller shall be entitled to forego and not to pursue monetary damages for only those Losses incurred (or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (aid any other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election Person in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(iipursuing) or Section 9.01(d)(ii)assign any allegation, then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such terminationclaim, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive right or remedy, whether legal or equitable, including on account of punitive damagesspecific performance, of the Purchaser and its Subsidiaries against Seller against, directly or indirectly Seller, any MGM Entity or any of its Subsidiaries, their respective Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant Seller’s failure to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of consummate the transactions contemplated by this Agreement, that . Subject to the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation occurrence of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts matters set forth in subsections (X)(i), (ii), (iii) or (Y) or (Z) of the first sentence of this Section 9.036.14(b), such paying party shall pay the other party its Parties acknowledge and agree that Purchaser would sustain substantial damages in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close, and Purchaser’s actual damages in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close would be difficult or impractical to determine, and the Purchaser Termination Fee represents a reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) estimate of the harm likely to be suffered by Purchaser in connection with such suitthe event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close.

Termination Fee. (a) If (i) this Agreement is validly terminated by Seller or the Class A Purchaser pursuant to Section 9.01(b7.01(c) and at such time all the conditions to Closing set forth in Section 8.01 2.03 and Section 8.03 2.04 have been satisfied or validly waived prior to such termination (other than Section 8.03(d)(A) shall have been satisfied or, for those conditions intended that by their terms are to be satisfied by actions taken at the Closing, shall be but subject to those conditions being capable of being satisfiedsatisfied if the Closing were to occur on the date of termination, then Seller shall irrevocably elect and (B) those conditions that are not satisfied as a result of a breach of this Agreement by the Class B Purchasers), (ii) at the time of such termination pursuant to Section 7.01(c), the condition set forth in Section 2.05(b) or Section 2.06(b) is not satisfied due to a breach by any Class B Purchaser of this Agreement, and (iii) the Company has delivered an irrevocable Notice of Closing to the Purchasers no later than 5:00 p.m. Eastern Time two (2) Business Days after the date on which the condition set forth in Section 2.03(a) is satisfied and (A) such Notice of Closing provides for a Closing to occur on the fifth date that is twelve (12) Business Day following Days after receipt by the Class B Purchasers of the Notice of Closing (provided that, if the Notice of Closing was not delivered prior to the Drop-Dead Date but the condition set forth in Section 2.03(a) is satisfied on or prior to the Drop-Dead Date, then the Notice of Closing shall be deemed to have been given on the Drop-Dead Date) and (B) the Company has confirmed that if the Equity Financing and Debt Financing are funded on such termination either date it stands ready, willing, and able to consummate the Closing, then the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay or cause to be paid to the Class A Purchaser (xor its designee(s)) an amount equal to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”. (b) If the Termination Fee is payable, Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay, or cause to be paid, such fee to the Class A Purchaser (or its designee(s), ) by wire transfer of immediately available funds on or before the second (2nd) Business Day following the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including date on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to as provided in Section 9.01(c)(ii) or Section 9.01(d)(ii7.03(a), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt The Company and each of the Seller Termination Fee pursuant to the preceding sentence shall be the sole Purchasers acknowledge and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(iiagree that (i) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 7.03 are an integral part of the transactions contemplated by hereby, and without these agreements the other parties hereto would not enter into this Agreement, that the Agreement and (ii) any amounts (if any) payable pursuant to this Section 9.03(a) or Section 9.03(b) 7.03 are a reasonable approximation of the Class A Purchaser’s damages and do not constitute a penalty but rather constitute liquidated damages penalty. In the event of litigation relating to the payment of the Termination Fee and upon final determination of a court of competent jurisdiction in a reasonable amount that will compensate Purchaser or Sellerfinal, as applicablenon-appealable decision, the non-prevailing party in such litigation shall reimburse the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its prevailing party’s reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees fees) actually incurred in connection therewith to a maximum of two million U.S. dollars ($2,000,000.00). Subject to the right of the Company to specific performance of this Agreement pursuant to Section 8.12, the parties hereto expressly acknowledge and expenses) agree that payment of the Termination Fee, if due, and the payment in full of any reimbursement, expense, or interest obligations pursuant to this Section 7.03 and the Limited Guaranty, if any, shall be the sole and exclusive remedy of NEP, the Company and the Class A Purchaser against the Class B Purchasers and their Affiliates in connection with such suitthe termination of this Agreement.

Termination Fee. (ai) If In the event that this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b‎Section 11.1(c) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(da “Qualified Termination”)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Purchaser shall, as promptly as reasonably practicable (and, in any event, within three (3) Business Day Days) following such termination either (x) to require Purchaser to Qualified Termination, pay Seller, promptly following such election, a termination fee of $2,300,000 8,400,000 (the “Purchaser Termination Fee”)) to, or as directed by, Seller by wire transfer of immediately available funds funds. (ii) The Parties acknowledge and agree that the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right of Seller to receive the Purchaser Termination Fee in the event of a Qualified Termination shall be the sole and elect to pursue monetary exclusive remedy for any and all damages available to Purchaser under the terms of suffered or incurred by Seller or any other Person in connection with this Agreement or the Transactions (and the “Purchaser Damages Election”abandonment or termination thereof or any matter forming the basis for such termination), including for any Fraud or a willful breach. Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In in no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)on more than one occasion. (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (ciii) Each of the parties Party acknowledges and agrees that the agreements contained in this Section 9.03 ‎Section 11.2(b) are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, Transactions and that, without these agreements, neither Purchaser nor Seller the other Party would not enter into this Agreement. AccordinglyPurchaser and Seller acknowledge and agree that (A) they have expressly negotiated this provision, if (B) in light of the circumstances existing at the time of the execution of this Agreement (including the inability of the Parties to quantify the damages that may be suffered by the Company and Seller), this provision is reasonable, that the Termination Fee represents a good faith, fair estimate of the damages that the Company and Seller would suffer in the event of a Qualified Termination and that in the event of a Qualified Termination, the Termination Fee shall be payable as liquidated damages (and not as a penalty) without requiring the Company, Seller or any other Person to prove actual damages, and (C) the payment by Purchaser of the Termination Fee in the event of a Qualified Termination is liquidated damages and not a penalty for any and all Liabilities of any kind, character or description suffered or incurred by Seller, as the case may be, fails to timely pay Company and their Affiliates in connection with this Agreement or the Seller Transactions. In the event of a Qualified Termination Fee or Purchaser and upon payment of the Termination Fee, as applicablenone of Purchaser, when due the Debt Financing Sources, or any of their respective former, current and future Affiliates, Representatives, successors and assigns shall have any further Liability relating to or arising out of this Agreement, the Debt Financing Commitment, or any Transaction Document, including under theory of law or equity (whether in contract, tort or otherwise) or any breach of any representation, warranty, covenant, or agreement or otherwise in respect of this Agreement and any Transaction Document, and in no event shall any of the foregoing Persons be subject to (nor shall any of Seller, any of its Affiliates, or any other Person seek to recover) damages (including any costs or expenses) in excess of the Termination Fee, and none of Seller, any of its Affiliates, or any other Person shall seek any other remedy (whether by or through attempted piercing of the corporate veil and whether in contract, in tort, in law or in equity or granted by statute or otherwise). For the avoidance of any doubt, (i) nothing herein shall limit Seller’s ability to seek specific performance in accordance with this Section 9.03‎Section 12.12, andand (ii) while Seller may pursue both (A) a grant of specific performance in accordance with ‎Section 12.12 and (B) the payment of the Termination Fee under ‎Section 11.2(b), in order under no circumstances shall Seller be permitted or entitled to obtain such payment, Purchaser or Seller, as receive both a grant of specific performance to cause the case may be, commences a suit that results in a judgment against Closing to occur and payment of the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitTermination Fee.

Termination Fee. (a) If In the event that this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b9.1(a)(iv) and or Section 9.1(a)(v) or by either Party pursuant to Section 9.1(a)(ii) at such a time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall when Seller would have been satisfied orentitled to terminate this Agreement pursuant to Section 9.1(a)(iv) or Section 9.1(a)(v) (each such termination event, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfieda “Fee Trigger”), then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth within two Business Day following Days of such termination either (x) Buyer shall deliver a notice to require Purchaser the Seller that an amount equal to pay Seller, promptly following such election, a termination fee of $2,300,000 90,000,000 (the “Purchaser Termination Fee”), ) is due and payable by wire transfer Buyer to the Seller in accordance with the provisions of immediately available funds this Section 9.3 (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages ElectionNotice”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii)Within five Business Days of receipt by the Seller of the Termination Fee Notice, then the Seller shall pay Purchaser $2,300,000 deliver to Buyer a written notice informing Buyer whether or not the Seller elects to accept the Termination Fee (the “Seller Fee Notice”). If the Seller does not deliver to Parent the Seller Fee Notice by the date that is five Business Days after the Seller receives the Termination Fee Notice, the Seller shall be deemed to have accepted the Termination Fee”. If the Seller elects (or is deemed to elect pursuant hereto) not later than the day of such terminationTermination Fee, Buyer shall pay or cause to be paid to the Seller the Termination Fee, by wire transfer of immediately available funds. Notwithstanding anything , within five Business Days of such acceptance (or deemed acceptance pursuant hereto), to an account specified by the contrary in this Agreement, Purchaser’s Seller to Buyer within five Business Days of receipt of the Seller Fee Notice. If the Seller does not elect (whether via an affirmative election or a deemed election) to accept the Termination Fee, then the Seller (i) irrevocably waives its entitlement to payment of the Termination Fee pursuant and (ii) shall be entitled to seek the payment of monetary damages, subject to the preceding sentence limitations set forth in Sections 9.2 and 9.3 (and, for the avoidance of doubt, nothing shall be limit the sole and exclusive remedy, including on account Seller’s post-termination rights to specific performance of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the ▇▇▇▇▇’s post-termination of obligations under this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(iiAgreement). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, Buyer fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when cause to be paid any amount actually due in accordance with pursuant to this Section 9.039.3, and, in order to obtain such the payment, Purchaser or Seller, as the case may be, Seller commences a suit that an Action which results in a judgment against the other party Buyer for the amounts payment set forth in this Section 9.039.3, such paying party the Buyer shall pay the other party its or cause to be paid to Seller reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suitAction (collectively, the “Recovery Expenses”); provided, that in no event shall the Recovery Expenses exceed $2,500,000; provided, further, that if such proceeding results in a judgment in favor of the Buyer, Seller shall pay or cause to be paid to the Buyer, the Buyer’s reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such proceeding. (d) Under no circumstances shall Seller be permitted or entitled to receive more than one of (i) a grant of specific performance of this Agreement pursuant to Section 10.12 of the Buyer’s obligation to consummate the Closing and pay the Purchase Price (and that actually results in the Buyer consummating the Closing and paying the Purchase Price), (ii) payment of monetary damages in respect of Willful Breach and (iii) payment of the Termination Fee and the Recovery Expenses (if payable) in connection with the valid termination of this Agreement. (e) The Parties acknowledge and agree that (i) in no event shall the Buyer be required to pay the Termination Fee on more than one occasion, and (ii) the agreements set forth in this Section 9.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. (f) Notwithstanding anything to the contrary contained herein, in the event that the Seller accepts (or is deemed to accept pursuant hereto) the Termination Fee, and the Termination Fee is actually paid to the Seller, such payment of the Termination Fee shall constitute liquidated damages and, together with any Recovery Expenses, be the sole and exclusive remedy (other than any remedies pursuant to Section 10.12 in connection with provisions of this Agreement that survive the termination of this Agreement in accordance with Section 9.2(a)) of the Seller and the Seller Related Parties against Buyer and its direct or indirect equity holders, partners, directors, managers, members, Affiliates and Representatives (collectively, the “Buyer Related Parties”) and the Debt Financing Entities, for all Losses, damages, costs or expenses in respect of this Agreement (or the termination thereof) or the transactions contemplated by this Agreement or the Ancillary Agreements (or the failure of such transactions to occur for any reason or for no reason) or any breach of any covenant or agreement or otherwise in respect of this Agreement or any representation (whether oral or written) made or alleged to be made in connection herewith, and, notwithstanding anything to the contrary set forth herein (including Section 9.2), upon payment of the Termination Fee, together with any Recovery Expenses, none of the Buyer Related Parties shall have any further liability or obligation (other than any liabilities or obligations pursuant to Section 10.12 in connection with provisions of this Agreement that survive termination of this Agreement in accordance with Section 9.2(a)) relating to or arising out of this Agreement or the transactions contemplated by this Agreement or the Ancillary Agreements, and none of the Seller or any other Seller Related Party shall seek or be entitled to recover any other damages; provided, neither the foregoing nor any other provisions herein shall limit Buyer’s obligations under Section 5.5, 5.6 or 5.23 or under each Confidentiality Agreement.

Termination Fee. (a) In the event that any person or group shall have made an Old HomePlace Alternative Proposal and Old HomePlace desires to terminate this Agreement pursuant to Section 10.01(g), as a condition precedent to Old HomePlace's ability to so terminate this Agreement, Old HomePlace shall pay to Waccamaw, in immediately available funds, a termination fee (the "Termination Fee") of $2,000,000 plus an amount equal to all reasonable documented out-of-pocket expenses and fee actually incurred by Waccamaw with respect to the period up to the date of termination in connection with this Agreement and the transactions contemplated hereby. The parties hereto hereby agree that any such 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 otherwise materially breached any of its representations, warranties, covenants or agreements set forth in this Agreement. (b) In the event that 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 10.01(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), Old HomePlace shall pay to Waccamaw the Termination Fee in immediately available funds. (c) If this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) because the Plan shall have been satisfied orvoted 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, for those conditions intended (i) prior to be satisfied at such termination, the Closing, Bankruptcy Court shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee have ratified and elect to pursue monetary damages available to Purchaser under the terms approved Old HomePlace's execution and delivery of this Agreement and authorized Old HomePlace to take all actions reasonably necessary to consummate the transactions contemplated hereby and (ii) after the “Purchaser Damages Election”). Notwithstanding anything to the contrary in date of this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser an Old HomePlace Alternative Proposal shall have no other liability for any breach of this Agreement (regardless been made or revived and shall not have been publicly withdrawn by a third party as of the time of breach). If Seller makes such termination, in the Purchaser Damages Electionevent that Old HomePlace shall, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement within four (other than Section 5.14, which shall be subject to claims for breach without regard to materiality4) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day 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 wire transfer of such Old HomePlace Alternative Proposal, Old HomePlace shall pay to Waccamaw the Termination Fee in immediately available funds. Notwithstanding anything to the contrary in this Agreement; provided, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence however, that no such fee shall be paid or payable if, at the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result time of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each as aforesaid, Waccamaw shall have been in material breach of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, including under Section 6.04. The parties hereby agree that any such fee paid or payable as aforesaid is in the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute nature of liquidated damages and is in a reasonable amount that will compensate Purchaser lieu of any other payments or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitdamages hereunder.

Termination Fee. (a) If In the event of the termination of this Agreement is terminated by Seller or Purchaser Arpent pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”8.1(b)(ii), by wire transfer of immediately available funds (RNC shall pay Arpent the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms within two Business Days following delivery of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account notice of punitive termination as liquidated damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(iiIn the event of (i) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) 8.1(a), or Section 9.01(d)(ii8.1(b)(i), and (ii) if within 180 days following the date of such termination, (A) an Alternative Proposal is consummated or effected, (B) RNC, directly or indirectly, in one or more transactions, enters into a Contract in respect of any Alternative Proposal, or (C) RNC or any other Person publicly announces or publicly discloses RNC's intention to enter into an Alternative Proposal (each such event in paragraphs (A), (B) and (C) a "Tail Fee Event"), then RNC shall pay Arpent the Termination Fee within five Business Days following the occurrence of the applicable Tail Fee Event without any further act or formality. (c) Each Any Termination Fee payable by RNC pursuant to this Agreement shall be paid free and clear of the parties and without deduction or withholding for, or on account of, any present or future Taxes. (d) RNC acknowledges that the agreements contained in this Section 9.03 8.4 are an integral part of the transactions contemplated by this Agreement, and that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither agreements the Purchaser nor Seller Parties would not enter into this Agreement. Accordingly, if Purchaser or Seller, as and that the case may be, fails to timely pay the Seller Termination Fee represents liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which the Purchaser Parties will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and are not penalties. RNC irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. (e) Notwithstanding the foregoing paragraphs of this Section 8.4, the Purchaser Termination Fee, as applicable, when due Parties shall also have the right to injunctive and other equitable relief in accordance with Section 10.5 to prevent breaches or threatened breaches of this Section 9.03, and, in order Agreement and to obtain such payment, Purchaser or Seller, as enforce compliance with the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in terms of this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitAgreement.

Termination Fee. (a) If this Agreement is terminated (i) by Seller or Purchaser Buyer pursuant to Section 9.01(b12.05(a) and at the time of termination there shall not have been a Cincinnati Voter Rejection or (ii) by Seller pursuant to Section 12.05(c) and, at the time of such time termination, all of the conditions set forth in Section 8.01 Article X and Section 8.03 (Article XI have been satisfied other than Section 8.03(d)) shall have been satisfied or, for those 10.01 and Section 11.01 and conditions intended that by their nature are to be satisfied at the Closing, shall be but that are capable of being satisfiedsatisfied if the Closing were to occur on the date of such termination, then Seller in each such case Buyer shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) pay to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of in immediately available funds (to an account specified by Seller, an amount equal to the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee. The Termination Fee and elect to pursue monetary damages available to Purchaser due under this Section 12.06 shall be paid on the terms second Business Day immediately following the date of termination of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered contemplated by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)12.06. (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the The parties acknowledges each acknowledge that the agreements contained in this Section 9.03 12.06 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter not have entered into this Agreement, and that any amounts payable pursuant to Section 12.06 do not constitute a penalty but constitute payment of liquidated damages and that such liquidated damages are reasonable in light of the substantial but indeterminate harm anticipated to be caused by Buyer's failure to obtain the STB Order, the difficulty of proof of loss of damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated thereunder. Accordingly, if Purchaser or Seller, as the case may be, fails If Buyer does not pay any amount payable pursuant to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.0312.06, and, in order and Seller commences a suit to obtain such payment, Purchaser or Seller, as the case may be, commences a then (i) if such suit that results in a judgment against the other party Buyer for the amounts Termination Fee set forth in this Section 9.0312.06 or any portion of such fee, such paying party Buyer shall pay the other party its reasonable and documented to Seller Seller's costs and expenses (including reasonable attorneys' fees and documented expenses) in connection with such suit, or (ii) if such suit results in a judgment in favor of Buyer, Seller shall pay to Buyer Buyer's costs and expenses (including reasonable attorneys’ ' fees and expenses) in connection with such suit.

Termination Fee. (a) If In the event that this Agreement letter is terminated by Seller or Purchaser pursuant to Section 9.01(b5(a)(iii) (in the case such breaching Party is Seller) or Section 5(a)(iv) (in the case such breaching Party is Buyer) because a Party fails to execute and at such deliver the Purchase Agreement within the time all conditions set forth period specified in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable 2 in material breach of being satisfiedsuch Party’s obligations under this letter, then Seller the breaching Party shall irrevocably elect no later than 5:00 p.m. Eastern Time on pay to the fifth Business Day following such termination either (x) other Party an amount in the aggregate equal to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 6,000,000 (the “Purchaser Termination Fee”), which shall be payable by wire transfer of immediately available funds within three (3) Business Days following receipt of written payment instructions from the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such terminationother Party. For the avoidance of doubt, if Seller makes the Purchaser Fee Election amount described in this Section 5(d) shall not be payable by either Party, and Purchaser pays the Purchaser Termination Fee, Purchaser neither Party shall have no other liability for any otherwise be deemed to be in breach of its obligations under this Agreement (regardless letter, in the event of a Party’s failure to implement any recommendation made by any Staff Representative Body in any Final Opinion. Subject to the rights of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled Parties to pursue monetary damages for only those Losses incurred seek specific performance or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election equitable relief in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii7(m), then Seller shall pay Purchaser $2,300,000 (a Party’s right to receive the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence this Section 5(d) shall be the its sole and exclusive remedyremedy under the circumstances where the Termination Fee is payable under this letter, and such Party (on its own behalf and on behalf of its affiliates) shall be deemed to have waived all other remedies (including on account of punitive damagesequitable remedies) with respect to, (i) any failure of the Purchaser transactions contemplated by this letter to be consummated and (ii) any other breach by any other Party of its Subsidiaries against Seller obligations under this letter. Upon payment by a Party of the Termination Fee pursuant to this Section 5(d) under the circumstances where the Termination Fee is payable under this letter, neither such Party nor any of its affiliates shall have any further liability or obligation (under this letter, the Purchase Agreement or otherwise) relating to or arising out of this letter, the Purchase Agreement or any of its Subsidiariesthe transactions contemplated hereby or thereby, Affiliatesand in no event shall any Party (and such Party shall ensure such Party’s controlled affiliates do not) seek to recover any money damages or losses, stockholdersor seek to pursue any other recovery, directorsjudgment, officersdamages or remedy (including any equitable remedy) of any kind, employees in connection with this letter, the Purchase Agreement or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) transactions contemplated hereby or Section 9.01(d)(ii). (c) Each of thereby. The Parties agree that the parties acknowledges that Termination Fee and the agreements contained in this Section 9.03 5(d) are an integral part of the transactions contemplated by this Agreement, letter and the Purchase Agreement and that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are Termination Fee constitutes liquidated damages and not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitpenalty.

Termination Fee. (a) If this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at The parties agree that the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements conditions contained in this Section 9.03 9.3 are an integral part of the transactions contemplated hereby, and that the Termination Fee constitutes liquidated damages and not a penalty. The parties agree that a nonrefundable fee in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in cash (the “Termination Fee”) shall be paid, on the conditions set forth herein, within two business days after termination pursuant to Section 9.1, as provided below. (a) In the event that any party hereto (a “Repudiating Party”) repudiates this Agreement or otherwise refuses to consummate the transactions contemplated hereunder, then the Repudiating Party shall pay the Termination Fee to the non-repudiating party. (b) Sellers shall pay the Termination Fee to Purchaser upon satisfaction of the following: (i) this Agreement is terminated by Purchaser pursuant to Section 9.1(b) due to or in connection with any Sellers’ breach of, or failure to fulfill its obligations under Article VI of this Agreement; and (ii) at the time of the termination of this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation each of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts conditions set forth in Section 8.2 has been satisfied or waived. Provided however, no Termination Fee shall be payable to Purchaser if: (1) Purchaser terminates this Agreement due to Seller’s violation of Section 9.036.8; and (2) Sellers' violation of Section 6.8 is caused by and results from any act outside the control of Sellers or the Company, whether or not covered by insurance, including (but not necessarily limited to) an act of God such paying party as fire, flood, tornado, and similar events or any misconduct by any person (unless approved or ratified by any of the parties listed in the definition of "Knowledge" below). For the avoidance of doubt, no Termination Fee shall pay be payable by Sellers if Purchaser terminates this Agreement based solely on the other party its reasonable and documented costs and expenses breach of one or more representations or warranties contained in Article III of this Agreement (including reasonable and documented attorneys’ fees and expensesthe Schedules thereunder) in connection except where Seller’s breach involves fraud, intentional breach, or intentional omission with such suitrespect to any representation or warranty.

Termination Fee. If: (a) If IAMGOLD terminates this Agreement in accordance with subsection 17(a)(i); or (b) this Agreement is terminated following public disclosure by Seller Gold Fields referred to in subsection 14(C) and, within 180 days after such termination, Gold Fields accepts or Purchaser enters into an agreement with respect to an Acquisition Proposal in respect of which it made a recommendation pursuant to Section 9.01(bapplicable Laws; (any such event being a "Triggering Event"), then IAMGOLD (in the case of an event referred to in subsection 16(a)) and at or Gold Fields (in the case of an event referred to in subsection 16(b)) (in either case, the "Target Party") shall pay to the other (the "Non-Target Party") an amount in cash equal to US$20,000,000 in immediately available funds to an account designated by the Non-Target Party. Such payment shall be made, in the case of a termination referred to in subsection 16(a), concurrently with such time all conditions termination and, in the circumstances set forth in Section 8.01 and Section 8.03 (other than Section 8.03(dsubsection 16(b)) shall have been satisfied or, for those conditions intended to be satisfied at the Closingearliest time that such Acquisition Proposal is accepted, approved or recommended or an agreement with respect to such Acquisition Proposal is executed. The obligation to make any payment required by this section 16 shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such survive any termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (Agreement. Each of IAMGOLD and Gold Fields hereby acknowledges that the “Purchaser Damages Election”). Notwithstanding anything to the contrary payment amount set out in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account section 16 is a payment of punitive damages, liquidated damages which is a genuine pre-estimate of the Seller and its Subsidiaries against Purchaser damages which the Non-Target Party will suffer or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered incur as a result of the termination event giving rise to such damages and the resultant non-completion of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) the Transaction and is not a penalty. Each of IAMGOLD and Gold Fields hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of such amount by the parties acknowledges that Non-Target Party, the agreements contained Non-Target Party shall have no further claim against the Target Party in this Section 9.03 are an integral part respect of the transactions contemplated failure to complete the Transaction, provided that nothing herein shall preclude the Non-Target Party from seeking injunctive relief to restrain any breach or threatened breach by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) Target Party of any of its obligations hereunder or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order otherwise to obtain such payment, Purchaser specific performance without the necessity of posting bond or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) security in connection with such suitherewith.

Termination Fee. (a) If In the event of (i) termination of this Agreement is terminated by Seller or Purchaser the Issuer pursuant to Section 9.01(b6.1(d) and or Section 6.1(g) or (ii) termination of this Agreement prior to the Initial Closing pursuant to Section 6.1(f) if at the time of such time all conditions set forth in termination, the Issuer could have validly terminated this Agreement pursuant to Section 8.01 and 6.1(d) or Section 8.03 (other than Section 8.03(d6.1(g)) shall have been satisfied or, for those conditions intended then the Purchaser hereby agrees to pay, or cause to be satisfied at paid, within fifteen (15) Business Days of termination, to the ClosingIssuer, shall be capable of being satisfiedas liquidated damages in connection with any such termination, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) an aggregate amount equal to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 11,250,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) in U.S. dollars to an account or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary accounts designated in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach writing by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)Issuer. (b) If this Agreement is terminated pursuant to Section 9.01(c)(iiThe Parties acknowledge that (i) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 6.3 are an integral part of the transactions contemplated by this Agreement, that (ii) the amounts (if any) damages resulting from termination of this Agreement under circumstances where the Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amount payable pursuant to Section 9.03(a6.3(a) or Section 9.03(b) are is not a penalty but rather constitute constitutes liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable Issuer (including its Affiliates) for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebyhereby and (iii) without the agreements contained in this Section 6.3, and that, without these agreements, neither Purchaser nor Seller the Parties would enter not have entered into this Agreement. Accordingly, if Purchaser or Seller, as . (c) Notwithstanding anything to the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts contrary set forth in this Agreement, but subject to the right to seek specific performance pursuant to Section 9.037.6 prior to any termination of this Agreement, such paying party shall pay the sole and exclusive remedy (whether at Law, in equity, in contract, or in tort, based on fraud or any other party its reasonable theory, for breach, Fraud or otherwise) whether for any and documented costs all liabilities, Losses or damages suffered or incurred by the Issuer, APLD and expenses the Issuer Related Persons (including reasonable and documented attorneys’ fees and expensesas defined in the Purchaser Equity Commitment Letter) or otherwise, against the Purchaser or any of the Purchaser’s Non-Party Affiliates, in connection with this Agreement (or the actual or purported termination hereof) or any of the transactions contemplated hereby (or the abandonment thereof) or any matter forming the basis of termination of this Agreement or such suittransactions, the negotiation or execution of this Agreement or the performance or nonperformance or breach of this Agreement, or Fraud, shall be for the Issuer to terminate this Agreement pursuant to Section 6.1 and, to the extent payable, seek payment of any Termination Fee from the Purchaser pursuant to Section 6.3(a). Upon termination of this Agreement in circumstances where no Termination Fee is payable, or upon termination of this Agreement and payment of the Termination Fee, neither the Purchaser nor any of the Purchaser’s Non-Party Affiliates shall have any further liability or obligation to the Issuer, APLD and the Issuer Related Persons (as defined in the Purchaser Equity Commitment Letter) relating to or arising out of this Agreement or the transactions contemplated hereby (or the termination thereof), except that the following sections shall remain operative and in full force and effect as between the Issuer, APLD and the Purchaser: Section 5.6(b) (Access to Information; Confidentiality), Section 7.3 (Successors and Assigns; No Third Party Beneficiaries), Section 7.4 (Governing Law), Section 7.5 (Waiver of Jury Trial), Section 7.9 (Notices) and Section 7.13 (Expenses). Notwithstanding anything to the contrary, while the Issuer and APLD may pursue both a grant of specific performance prior to termination of this Agreement, and payment of the Termination Fee in the event this Agreement is terminated in circumstances where payable, neither the Issuer nor APLD shall in any circumstances or event be entitled to receive both a grant of specific performance to cause the Closing to occur pursuant to Section 7.6 (or otherwise) and payment of the Termination Fee (or interest or monetary damages of any kind).

Termination Fee. In the event that: (a) If the Borrower attempts to breach this Agreement by terminating this Agreement upon less than 60 days notice during the Term (or upon less than 60 days notice during a Renewal Term), or (b) this Agreement is terminated as a result of the occurrence of an Event of Default or a Defaulting Event, immediately upon such termination and in addition to and any other payments Borrower is required to make hereunder, Borrower shall pay to Lender a fee equal to $2,500. (k) Notwithstanding anything to the contrary contained in the Loan Agreement, there shall be no dollar limit on the amount the Borrower is permitted to invest in the Guarantor, and any default arising by Seller or Purchaser pursuant virtue of any failure by the Borrower to Section 9.01(bcomply with any such limit in the past is hereby waived." 3. Contemporaneously herewith, (a) the Borrower shall execute and at such time deliver to First Union a $3,500,000 Third Amended and Restated Revolving Promissory Note (the "Third Amended and Restated Revolving Promissory Note"), which shall supersede and replace the Second Amended and Restated Revolving Promissory Note, (b) the Borrower and the Guarantor shall execute and deliver to First Union resolutions authorizing this Agreement and the transactions described herein, and (c) the Borrower shall deliver to First Union intercreditor agreements from AT&T Commercial Finance Corporation and ICON Capital Corp. (collectively, the "Intercreditor Agreements"), all conditions of which shall be in form and content satisfactory to First Union." 4. All references in the Loan Agreement to the Second Amended and estated Revolving Promissory Note are hereby deleted and replaced with "Third Amended and Restated Revolving Promissory Note". The copy of the Second Amended and Restated Revolving Promissory Note attached to the Loan Agreement as Exhibit A is hereby deleted and a copy of the Third Amended and Restated Revolving Promissory Note is attached in lieu thereof. 5. The Borrower acknowledges and agrees that all indebtedness, liabilities and obligations of the Borrower to First Union, including without limitation, the Indebtedness evidenced by the Third Amended and Restated Revolving Promissory Note, shall (except as set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)the Intercreditor Agreements) shall have been satisfied or, for those conditions intended continue to be satisfied at secured by a first lien on and security interest in all of the ClosingBorrower's assets." 6. The Guarantor hereby consents to the Accommodations and further acknowledges and affirms that the Guaranty shall continue to secure all indebtedness, liabilities and obligations of the Borrower to First Union, including without limitation, the Indebtedness evidenced by the Third Amended and Restated Revolving Promissory Note, and shall continue to be capable secured by a first lien on and security interest in all of being satisfiedthe Guarantor's assets." 7. This Agreement and the other Loan Documents constitute the entire understanding and agreement among the parties hereto and supersede any prior or contemporaneous oral understanding with respect to the subject matter hereof. Except as expressly modified herein, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay SellerLoan Documents remain unmodified and in full force and effect in accordance with their terms. To the extent that there is a conflict between this Agreement and the Loan Documents, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (shall prevail." If the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election foregoing is in accordance with this Section 9.03(a)your agreement, please indicate the same by signing below. (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit."

Termination Fee. (a) If In the event of the termination of this Agreement is terminated by Seller or Purchaser PKI pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d7.1(f)) , Buyer shall have been satisfied or, for those conditions intended pay to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, PKI a termination fee of $2,300,000 (the “Purchaser Termination Fee”), 28,920,000. The termination fee payable pursuant to this Section 7.3(a) shall be paid by wire transfer of immediately available same-day funds (within 10 Business Days after the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14demand therefor, which shall demand may only be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay made following the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the proper termination of this Agreement pursuant to Section 9.01(c)(ii7.1(f). (b) In the event that PKI shall receive full payment pursuant to Section 7.3(a) of the amounts due thereunder, the receipt of such payment shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by PKI or any other person in connection with this Agreement (and the termination of this Agreement), the transactions contemplated this Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and neither PKI nor any other person shall be entitled to bring or maintain any other claim, action or proceeding against Buyer or any of its Affiliates, any Person that has committed to arrange, syndicate, underwrite or provide Debt Financing, has entered into the Debt Commitment Letters or has otherwise entered into agreements in connection with the Debt Commitment Letters or any joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto in connection with the transactions contemplated hereby, including each party named in Section 9.01(d)(ii3.7 together with their Affiliates, officers, directors, employees, agents and representatives involved in the Debt Financing and their successors and assigns (collectively, the “Debt Financing Source”) arising out of this Agreement, any of the transactions contemplated this Agreement or any matters forming the basis for such termination. Notwithstanding anything to the contrary, if a court of competent jurisdiction has ordered Buyer to pay a termination fee pursuant to Section 7.3(a), PKI shall not be entitled to enforce such order if (i) Buyer delivers to PKI, within five (5) Business Days following the issuance of such order, a notice electing to consummate the transactions contemplated by this Agreement in accordance Article I of this Agreement and (ii) the Closing occurs within five (5) Business Days following the delivery of such notice. (c) Each of the parties acknowledges The Parties acknowledge that the agreements contained in this Section 9.03 7.3 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller the Parties would not enter into this Agreement. AccordinglyExcept as provided in Section 7.3(b), if Purchaser or Seller, as payment of the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth fees and expenses described in this Section 9.03, such paying party 7.3 shall pay constitute the other party its reasonable sole and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) exclusive remedy of the Parties in connection with such suitany termination of this Agreement.

Termination Fee. (a) If Buyer is in Breach of this Agreement, Seller’s sole and exclusive remedy shall be to terminate this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b9.1(c) and at such time all conditions set forth receive liquidated damages from Buyer in Section 8.01 and Section 8.03 the amount of One Million Five Hundred Thousand Dollars (other than Section 8.03(d)$1,500,000) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive which amount shall reduce Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, then outstanding principal amount of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)Loan Facility. (b) If this Agreement Seller is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day in Breach of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, PurchaserBuyer’s receipt may elect to (i) compel Seller to specifically perform the terms of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedythis Agreement, including on account of punitive damages, of seeking the Purchaser Requisite Stockholder Approval and its Subsidiaries against Seller consummating the Contemplated Transactions in accordance with the terms hereof and the Transaction Documents or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of (ii) terminate this Agreement pursuant to Section 9.01(c)(ii9.1(b) or Section 9.01(d)(ii)and, if such Breach is a material Breach, receive liquidated damages from Seller in the amount equal to the Termination Fee. (c) Each In the event Buyer terminates this Agreement pursuant to Section 9.1(f) and the failure to disclose such facts and circumstances on any Disclosure Schedule previously delivered by Seller to Buyer constitutes Intentional Breach or fraud by Seller, Buyer’s sole and exclusive remedy shall be liquidated damages from Seller in an amount equal to the Termination Fee. (d) In the event either Buyer or Seller terminates this Agreement pursuant to Section 9.1(g) and Seller enters into legally binding agreements with respect to a Competitive Transaction described in clauses (i), (ii), (iii) or (iv) of the parties acknowledges that definition of such term within One Hundred Thirty Five (135) days of such termination date, Buyer’s sole and exclusive remedy shall be liquidated damages from Seller in the agreements contained in this Section 9.03 are an integral part amount of the transactions contemplated by Termination Fee. (e) Upon any termination of this Agreement, this Agreement shall be null and void and have no effect and without liability of any Party, provided however, that the amounts (provisions of Section 10 and 11 of this Agreement shall survive such termination of this Agreement, Seller will remain obligated to repay the Loan Facility and, if any) payable the reason for such termination was pursuant to Section 9.03(a9.1(b), (c), (f) or (g), the provisions of Section 9.03(b9.2(a), (b), (c) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller(d), as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain shall survive such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suittermination.

Termination Fee. It is understood by the parties hereto that the Termination Fee shall only become due and payable to the Buyer if (ai) If the Seller elects not to consummate the transaction contemplated herein for any reason other than those set forth in Sections 11.1.1 and 11.1.3, (ii) a Superior Proposal is received by Seller prior to Seller’s election not to consummate such transaction, and (iii) within six (6) months from the date of Termination of this Agreement is terminated by the Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”11.1.3(ii), by wire the Seller agrees to or enters into an agreement to sell or transfer the Business, whether through a sale of immediately available funds (the “Purchaser Fee Election”) all, or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damagessubstantially all, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt ownership interests of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy(however characterized) or any successor thereto, including on account or through a sale of punitive damagesall, or substantially all, of the Purchaser and its Subsidiaries against assets of the Seller or any of its Subsidiariessuccessor thereto, Affiliates, stockholders, directors, officers, employees with the Person making the Superior Proposal or agents for any such Person’s Affiliate (a “Third Party Sale”) and all Losses suffered as a result the Third Party Sale ultimately closes. The Seller acknowledges and agrees that the Termination Fee represents the Parties’ best estimate of the termination out-of-pocket costs incurred by the Buyer and the value of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each management time, overhead, opportunity costs and other unallocated costs of the parties Buyer incurred by or on behalf of the Buyer in connection with this Agreement. The Seller further acknowledges that the agreements contained in provisions for the payment of this Section 9.03 Termination Fee are an integral part of the transactions transaction contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreementsprovisions, neither Purchaser nor Seller the Buyer would enter not have entered into this Agreement. Accordingly, if Purchaser or Payment of the Termination Fee shall be made in immediately available funds payable at the closing of the Third Party Sale. Seller, as and its principal commercial lenders, Spring Capital and BIA Digital (jointly), shall fully indemnify Buyer for any and all costs, including the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented payment of any attorneys’ fees and expenses) fees, incurred in connection with such suitthe collection and enforcement of any judgment relating to the non-payment of the Termination Fee.

Termination Fee. (a) If In the event that this Agreement is terminated by Seller or Purchaser the Company pursuant to Section 9.01(b7.1(h) and at such time all conditions set forth in or by SPAC pursuant to Section 8.01 and Section 8.03 7.1(i) (other than Section 8.03(d)) shall have been satisfied oras applicable, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination FeeTerminating Party”), then the Terminating Party, shall pay, or cause to be paid, to the other Party, within thirty (30) days of such termination, an amount equal to the Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by such Party. (b) The Parties acknowledge and agree that the “Purchaser provisions for payment of the Termination Fee Election”are an integral part of the Transactions and are included herein in order to induce the Parties to enter into this Agreement. The Parties acknowledge and agree that (i) in no event shall the Terminating Party be required to pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable upon the occurrence of different events, and (yii) to irrevocably waive Seller’s notwithstanding that SPAC or the Company, as applicable, may have the right to receive simultaneously seek specific performance of the Purchaser Terminating Party’s obligation to consummate the Closing, on the one hand, and the Termination Fee and elect Fee, on the other hand, it may only obtain either specific performance of the Terminating Party’s obligation to pursue monetary damages available to Purchaser under consummate the terms of this Agreement (Closing, on the “Purchaser Damages Election”)one hand, or the Termination Fee, on the other hand. Notwithstanding anything to the contrary in this Agreement (subject to such Party’s right to seek specific performance pursuant to this Agreement, as and to the extent permitted thereunder), if Seller makes SPAC or the Purchaser Fee ElectionCompany, and Purchaser pays as applicable, is entitled to receive the Purchaser Termination Fee pursuant to the preceding sentencethis Section 7.3, such Purchaser Party’s right to receive payment of the Termination Fee shall be the sole and exclusive remedy, including on account remedy of punitive damages, of the Seller such Party and its Subsidiaries Affiliates against Purchaser the Terminating Party or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability Terminating Party’s non-party Affiliates for any breach of this Agreement (regardless of including any failure to consummate the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred Closing in accordance herewith) or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants otherwise under this Agreement (other than Section 5.14or arising out of or related to the Transactions, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay and upon payment of the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than , the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser Terminating Party and its Subsidiaries against Seller Affiliates shall have no any liability or obligation of any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees kind or agents for any and all Losses suffered as a result of the termination nature relating to or arising out of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, in each case, whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law or otherwise. SPAC and the Company further agree that, without these agreements, neither Purchaser nor Seller would enter into in the event of termination of this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails maximum aggregate liability of the Terminating Party under this Agreement shall be limited to timely pay an amount equal to the Seller Termination Fee and in no event shall seek to recover, or Purchaser Termination Feebe entitled to recover, as applicablefrom the Terminating Party or its Affiliates any monetary damages of any kind, when due character or description in accordance with this Section 9.03, and, in order to obtain excess of such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitamount.

Termination Fee. (a) If (i) this Agreement is terminated by Seller or Purchaser pursuant to (x) Section 9.01(b11.1(e) or (y) Section 11.1(d) hereof due to a final non-appealable Legal Requirement or Order issued by a Governmental Authority with respect to the matters addressed by Section 8.1, Section 8.2, Section 8.3 or Section 8.4 hereof and at such (ii) as of the time all that this Agreement is terminated, the conditions set forth in Section 8.01 and Section 8.03 8.5 (other than with respect to Legal Requirements or Orders issued by Governmental Authorities with respect to the matters addressed by Section 8.03(d)8.1, Section 8.2, Section 8.3 or Section 8.4 hereof) shall and Article 9 hereof have been satisfied oror irrevocably waived by Buyer (provided, for those conditions intended that the failure to be satisfy a condition (or an obligation therein) set forth in Section 9.2, Section 9.3 or Section 9.5 that remains reasonably capable, on the date of termination, of being satisfied at the Closing, shall be capable deemed satisfied for purposes of being satisfiedthis Section 11.2(a)(ii)), then Buyer shall pay to Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth (or its designee), within two Business Day Days following such termination either (x) to require Purchaser to pay Seller, promptly following such electiontermination, a termination fee non-refundable fee, without offset or reduction of any kind, equal to Thirty Million Dollars ($2,300,000 30,000,000.00) (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated The Parties acknowledge and agree that the Termination Fee, if, as and when required to be paid pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement11.2, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are shall not constitute a penalty but rather constitute will be liquidated damages damages, in a reasonable amount that will shall compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable Seller and its Affiliates for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebyContemplated Transactions, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall Buyer be required to pay the Termination Fee on more than one occasion. (c) Each Party acknowledges that the agreements contained in this Section 11.2 are an integral part of the Contemplated Transactions, and that, without these agreements, neither Purchaser nor Seller no Party would enter have entered into this Agreement. Accordingly, if Purchaser or Seller, as . (d) Notwithstanding anything to the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts contrary set forth in this Agreement, if this Agreement is terminated pursuant to circumstances in which the Termination Fee is payable pursuant to Section 9.0311.2(a), Seller’s right to receive payment from Buyer of the Termination Fee pursuant to, and in accordance with, Section 11.2(a) shall constitute the sole and exclusive remedy of Seller and its Affiliates against Buyer and its Affiliates and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing for all losses and damages suffered as a result of the failure of the Contemplated Transactions to be consummated or for a breach or failure to perform hereunder, and upon payment of the Termination Fee, none of Seller, Parent, Buyer, Buyer Guarantor, the Acquired Companies or any of their respective Affiliates or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees or agents or Affiliates or assignees of any of the foregoing shall have any further liability or obligation relating to or arising out of this Agreement or the Contemplated Transactions except in the event of fraud; provided, however, that, for the avoidance of doubt, if this Agreement has been terminated pursuant to circumstances in which the Termination Fee is not payable pursuant to Section 11.2(a), then each Party shall have the rights and remedies set forth in Section 11.3 following such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suittermination.

Termination Fee. (a) If this Agreement is validly terminated by Seller Parent or Purchaser the Company pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”7.01(e), then, within 2 Business Days after such termination, the Company shall pay to Parent by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything an amount equal to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties hereto acknowledges that the agreements contained in this Section 9.03 7.03 are an integral part of the transactions contemplated by this Agreement, Agreement and that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are Termination Fee is not a penalty penalty, but rather constitute is liquidated damages in a reasonable amount that will compensate Purchaser or SellerParent and Merger Sub, as applicablethe case may be, in the circumstances in which such termination fee Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebyTransactions, which amount would otherwise be impossible to calculate with precision. (c) In circumstances under which the Termination Fee is payable and has been paid, Parent and Merger Sub agree that, to the extent they have incurred losses or damages in connection with this Agreement other than as a result of fraud or intentional misconduct, their sole and exclusive remedy against the Company and any of its directors, officers, Affiliates or Representatives, and thatthe Shareholders’ Representative, without these agreementsfor any breach, neither Purchaser nor Seller would enter into this Agreement. Accordinglyloss, if Purchaser or Seller, as damage shall be to receive payment of the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth extent provided in this Section 9.037.03 and (ii) upon payment in full of such amount, such paying party (y) neither Parent nor Merger Sub shall pay have any other rights or claims or seek damages against the Company or any of its directors, officers, Affiliates or Representatives, or the Shareholders’ Representative, under this Agreement or otherwise, whether at law or equity, in contract, in tort or otherwise, other party than as a result of fraud or intentional misconduct and (z) neither the Company nor any of its reasonable and documented costs and expenses (including reasonable and documented attorneysdirectors, officers, Affiliates or Representatives, nor the Shareholders’ fees and expenses) in connection with such suitRepresentative, shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, other than as a result of fraud or intentional misconduct.

Termination Fee. (a) If this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii9.1(d)(v), and Buyer is not in material breach of this Agreement at the time of such termination, then Seller shall pay Purchaser pay, or cause to be paid, to Buyer $2,300,000 100,000 plus any reasonable costs, fees, and expenses, including reimbursement obligations, if any, incurred by Buyer in connection with the transactions, whether or not consummated, contemplated by this Agreement (the “Seller Termination Fee”) not later than the day of such termination, . The Termination Fee shall be paid by wire transfer of immediately available fundsfunds to an account designated in writing to Seller by Buyer. Notwithstanding anything For the avoidance of doubt, in no event shall Seller be obligated to pay, or cause to paid, the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii)more than one occasion. (cb) Each of the parties Seller acknowledges that the agreements contained in this Section 9.03 9.3 are an integral part of the transactions contemplated by in this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b9.3(a) are not a penalty but rather reasonable forecasts of the actual damages that may be incurred and constitute liquidated damages in and not a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebypenalty, and that, without these agreements, neither Purchaser nor Seller Buyer would not enter into this Agreement. Accordingly; accordingly, if Purchaser or Seller, as the case may be, Seller fails to timely promptly pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, payments Buyer commences a suit that results in a judgment against the other party Seller for the amounts set forth in this Section 9.03Termination Fee, such paying party Seller shall pay the other party to Buyer its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expensesattorney’s fees) in connection with such suit.

Termination Fee. (a) If In the event that Parent Group on the one hand or LED Supply on the other refuses to consummate the transactions contemplated by this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at after the Closing, shall be capable execution of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of through the termination of this Agreement pursuant to Sections 9.1, 9.2 , 9.3 or 9.4 hereof, as applicable, such party shall be in breach of this Agreement (the “Breaching Party”), the Breaching Party on one hand shall pay to the non-Breaching Party on the other a termination fee in an amount equal to Two Million Dollars ($2,000,000) (the “Termination Fee”); provided that if a Termination Fee (as defined in the PURO Merger Agreement) is paid pursuant to the PURO Merger Agreement, the Termination Fee as contemplated in this Section 9.01(c)(ii9.7 shall not be payable (the intent being that a Termination Fee (as defined herein or in the PURO Merger Agreement) shall be payable only once pursuant to this Agreement or the PURO Merger Agreement and that the aggregate amount recoverable in respect of a termination fee pursuant to this Section 9.01(d)(ii). (c) Each 9.7 and Section 9.7 of the PURO Merger Agreement shall be limited to an aggregate of $2,000,000). Any Termination Fee shall be paid by a wire transfer of immediately available funds to an account designated by the non-Breaching Party on the Business day immediately following the date of termination of this Agreement. The parties acknowledges acknowledge and agree that the agreements contained in this Section 9.03 9.7 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller the parties would not enter into this Agreement. Accordingly; accordingly, if Purchaser or Seller, as the case may be, non-Breaching Party fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with pursuant to this Section 9.039.7, and, and in order to obtain such payment, Purchaser the non-Breaching Party commences any action, suit or Seller, as the case may be, commences a suit that proceedings which results in a judgment against the other party for Breaching Party, the amounts set forth in this Section 9.03, such paying party Breaching Party shall pay the other party non-Breaching Party its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suitaction, suit or proceeding. The parties agree that (except in the case of Fraud or any willful breach of any representation, warranty or covenant or agreement contained herein occurring prior to such termination and except for the parties’ rights under Article 10), upon termination of this Agreement under the circumstances that entitle the non-Breaching Party to the Termination Fee, the Termination Fee shall be the sole and exclusive remedy available to the non-Breaching Party and its Affiliates against the non-Breaching Party and its Affiliates for all Losses suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon the payment of the Termination Fee in such circumstances (except in the case of Fraud or any willful breach of any representation, warranty or covenant or agreement contained herein occurring prior to such termination and except for the parties’ rights under Article 10) the Breaching Party shall have no further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby; provided, that any Termination Fee received by the non-Breaching Party shall reduce the amount of damages payable by any Breaching Party, if any, in respect of any such Fraud or willful breach.

Termination Fee. (a) If In the event that this Agreement is terminated by Seller or Purchaser Plum pursuant to Section 9.01(b11.01(b) and at such time all conditions set forth in or by the Company or Plum pursuant to Section 8.01 and Section 8.03 (other than Section 8.03(d11.01(g)) , the Company shall have been satisfied or, for those conditions intended pay or cause to be satisfied at paid the Closing, shall be capable Termination Fee to Plum (or one or more of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (xits designees) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available same day funds as promptly as reasonably practicable, and, in any event, within ten (10) Business Days of such termination. (b) In the event that this Agreement is terminated by the Company pursuant to Section 11.01(j) as a result of a Company Board Recommendation Change based upon the acceptance of a Superior Proposal, the Company shall pay or cause to be paid the Termination Fee to Plum (or one or more of its designees) by wire transfer of same day funds as promptly as reasonably practicable, and, in any event, upon the execution of a definitive agreement in connection with such Superior Proposal. (c) The Parties acknowledge and agree that the provisions for payment of the Termination Fee are an integral part of the Transactions and are included herein in order to induce the Parties to enter into this Agreement. The Termination Fee, if paid, shall constitute liquidated damages and upon acceptance of the Termination Fee, neither the Company, nor its directors, officers, agents, Affiliates, or stockholders (collectively, the “Purchaser Fee ElectionCompany Parties”) shall have any further liability or (y) obligation to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms Plum, any of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser Affiliates or any of its Subsidiariesor their direct or indirect shareholders relating to or arising out of this Agreement, Affiliatesthe Transactions, stockholdersany of the other Transaction Documents, directorsor the failure of the Merger or any other transaction contemplated hereby or thereby to be consummated, officersor in respect of any oral representation made or alleged to be have been made in connection herewith or therewith, employees whether in equity or agents for at Law, in contract, in tort or otherwise, and, in such event, Plum shall not seek, and shall cause its controlled Affiliates not to seek, to recover any and all Losses suffered as a result of such terminationmoney damages (including consequential, special, indirect or punitive damages) or obtain any equitable relief from any Company Party. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In in no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)be paid more than once. (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Termination Fee. In the event that Trican Parent is entitled to terminate this Agreement pursuant to (a) If this Agreement Section 8.1(f) or Section 8.1(d) absent a willful or intentional breach by ▇▇▇▇▇ Parent or Buyer that is terminated by Seller the proximate cause of the Transaction not being consummated or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended not being able to be satisfied at the Closing, shall be capable of being satisfiedconsummated, then in either case ▇▇▇▇▇ Parent shall pay, or cause to be paid, to the Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), Companies by wire transfer of immediately available funds to an account designated in writing by Trican Parent, a termination fee of $20,000,000 (the “Purchaser Fee ElectionTier One Termination Fee”), or (b) Section 8.1(d), but solely as a result of ▇▇▇▇▇ Parent’s or Buyer’s willful or intentional breach that is the proximate cause of the Transaction not being consummated or not being able to 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 would by their nature be satisfied upon the consummation of the Transaction) and in the event the Transaction was consummated and the Equity Financing was made available in accordance with the terms set forth in the Equity Commitment Letter, the debt financing contemplated by the Term Debt Commitment (or any analogous commitment in connection with any alternative financing described in Section 6.24) would be made available to Buyer in accordance with the Term Debt Commitment (or such alternative commitment), then in each of the foregoing cases ▇▇▇▇▇ Parent shall pay, or cause to be paid, to the Seller Companies, a termination fee of $55,000,000 (the “Tier Two Termination Fee”) or (y) by wire transfer of immediately available funds to irrevocably waive Seller’s right to receive an account designated in writing by Trican Parent no later than two Business Days after the Purchaser date of such termination. The Parties acknowledge and agree that in no event will both the Tier One Termination Fee and elect the Tier Two Termination Fee be payable and no Buyer Company will be required to pursue monetary damages available pay the Tier One Termination Fee or the Tier Two Termination Fee on more than one occasion. If Trican Parent is entitled to Purchaser under terminate this Agreement in circumstances where both the terms 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 (including the “Purchaser Damages Election”)inability of the Parties to quantify the damages that may be suffered by Trican Parent and the Seller Companies) that this Section 8.4 is reasonable, 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, if Seller makes in the Purchaser Fee Electionevent that ▇▇▇▇▇ Parent or Buyer fails to effect the Closing for any reason or no reason or a breach of its obligations hereunder (whether willfully, and Purchaser pays the Purchaser Termination Fee pursuant intentionally, knowingly or otherwise) or fails to the preceding sentenceperform hereunder (whether willfully, such Purchaser Termination Fee shall be intentionally, knowingly or otherwise), then the sole and exclusive remedyremedy (whether at law, including on account in equity, in contract, in tort or otherwise) of punitive damagesTrican 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 its Subsidiaries against Purchaser each of their former, current or any of its Subsidiariesfuture equity holders, controlling Persons, managers, officers, employees, agents, general or limited partners, managers, management companies, members, Affiliates, stockholders, directors, officers, employees Representatives or agents for assignees and any and all Losses suffered as former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, (each, a result of such termination. For “Buyer Related Party,” and collectively, the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach “Buyer Related Parties”) in respect of this Agreement Agreement, any Transaction Document or agreement executed in connection herewith (regardless of including the time of breach). If Seller makes Financing Commitments) and the Purchaser Damages Election, then Seller transactions contemplated hereby and thereby shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under terminate this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.this

Termination Fee. (a) If In the event that this Agreement is terminated by Seller or Purchaser the T-Mobile Parties, pursuant to Section 9.01(b13.1(f) Crown shall pay to T-Mobile, on behalf of the T-Mobile Parties, the T‑Mobile SPEs and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such electionSale Site Subsidiaries, a termination fee of in an amount equal to $2,300,000 250,000,000 (the “Purchaser Termination Fee”), ; it being understood that in no event shall Crown be required to pay the Termination Fee on more than one occasion. Any amount due under this Section 13.3(a) shall be paid by wire transfer of immediately available same-day funds to an account provided in writing by T-Mobile to Crown within two business days of the date of such termination. (the “Purchaser Fee Election”b) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary contained in this Agreement, if Seller makes T-Mobile’s right, on behalf of the Purchaser Fee ElectionT-Mobile Parties, the T-Mobile SPEs and Purchaser pays the Purchaser Sale Site Subsidiaries, to receive payment of the Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee Section 13.3(a) shall be constitute the sole and exclusive remedy, including on account of punitive damages, remedy of the Seller T-Mobile Parties, the T-Mobile SPEs and its the Sale Site Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents and their respective Affiliates for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses Claims suffered as a result of the termination failure of the transactions contemplated by this Agreement to be consummated or for any breach or failure to perform hereunder at or prior to the Initial Closing, and upon payment of the Termination Fee, none of Crown, the Tower Operator and any of their Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii)the transactions contemplated by this Agreement or in respect of any Collateral Agreement or theory of Law or equity, whether in equity or at Law, in contract, in tort or otherwise. (c) Each of the parties Party acknowledges and agrees that the agreements contained in this Section 9.03 13.3 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller the other Parties would enter not have entered into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, Crown fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, required hereby and, in order to obtain such paymentthe payment of the Termination Fee, Purchaser or Seller, as the case may be, T-Mobile commences a suit that an Action which results in a judgment against the other party Crown for the amounts set forth in this Section 9.03payment of the Termination Fee, such paying party Crown shall pay the other party T-Mobile its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suit, together with interest thereon at the prime rate (as published in the Wall Street Journal) in effect on the date payment of the Termination Fee was required to be made through the date such payment was actually received by T-Mobile.

Termination Fee. (a) If In the event that Seller shall terminate this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b7.01(a)(ii) (as a result of Purchaser’s Willful Breach) or Section 7.01(a)(v), or Purchaser shall terminate this Agreement pursuant to Section 7.01(a)(iv)(A) and at such time all conditions set forth in ▇▇▇▇ ▇▇▇▇▇▇ could have terminated this Agreement pursuant to Section 8.01 and Section 8.03 (other than Section 8.03(d7.01(a)(v)) , then Purchaser shall have been satisfied or, for those conditions intended pay or cause to be satisfied at the Closing, shall be capable of being satisfied, then paid to Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 40,200,000 in cash (the “Purchaser Termination Fee”), ) by wire transfer of immediately available funds simultaneously with such termination so long as Seller has provided Purchaser with wire instructions for such payment (the “Purchaser Fee Election”or, otherwise, within one (1) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result Business Day following receipt of such termination. For the avoidance of doubtwire instructions), if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller it being understood that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In in no event shall Purchaser be required to pay or cause to be paid the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)on more than one occasion. (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties Seller and Purchaser acknowledges that (i) the agreements contained in this Section 9.03 7.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebyTransactions, and that, that without these agreements, neither Purchaser nor Seller the other party would not enter into this AgreementAgreement and (ii) the Termination Fee shall constitute liquidated damages and not a penalty. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when cause to be paid any amount actually due in accordance with pursuant to this Section 9.037.03, and, in order to obtain such the payment, Purchaser or Seller, as the case may be, Seller commences a suit that Proceeding which results in a judgment against the other party Purchaser for the amounts payment set forth in this Section 9.037.03, such paying party Purchaser shall pay the other party or cause to be paid to Seller its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suitProceeding; provided that if such Proceeding results in a judgment in favor of Purchaser, Seller shall pay or cause to be paid to Purchaser its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Proceeding. (c) Notwithstanding anything to the contrary set forth in this Agreement, each of the parties expressly acknowledges and agrees that, in the event the Agreement is terminated, Seller’s right to receive the Termination Fee, if and when payable, shall be the sole and exclusive monetary damages remedy (whether in Contract or in tort, in Law or in equity, or granted by statute or otherwise) of Seller or any Seller Group Member against Purchaser, the Equity Investors or any of their respective former, current or future general or limited partners, shareholders, managers, members, investors, directors, officers or Affiliates (collectively, the “Purchaser Related Parties”) or the Lender Related Parties for any and all Losses in respect of, relating to or arising out of this Agreement (or the abandonment or termination thereof for any reason or for no reason), the Transaction Agreements, the Transactions, the Financing Letters, the Limited Guarantee (or the abandonment or termination thereof for any reason or for no reason) or the transactions contemplated thereby or a breach (whether a Willful Breach or otherwise) of any representation, warranty, covenant or other agreement or otherwise in respect of this Agreement, the Transaction Agreements, the Financing Letters or the Limited Guarantee or any oral representation made or alleged to be made in connection herewith or therewith. (d) Upon the termination of this Agreement, (i) none of the Purchaser Related Parties or the Lender Related Parties shall have any further Liability or obligation to Seller or any Seller Group Member or their Related Parties in respect of, relating to or arising out of this Agreement (or the abandonment or termination thereof for any reason or for no reason), the Transaction Agreements, the Transactions, the Financing Letters, the Limited Guarantee (or the abandonment or termination thereof for any reason or for no reason) or the transactions contemplated thereby or a breach (whether a Willful Breach or otherwise) of any representation, warranty, covenant or other agreement or otherwise in respect of this Agreement, the Transaction Agreements, the Financing Letters or the Limited Guarantee or any oral representation made or alleged to be made in connection herewith or therewith, and (ii) no Seller or any Seller Group Member, nor any of its Related Parties, shall seek to recover any Losses or monetary damages or seek any other remedy (whether by or through attempted piercing of the corporate veil and whether in Contract or in tort, in Law or in equity, or granted by statute or otherwise) against the Purchaser Related Parties or the Lender Related Parties in respect of, relating to or arising out of this Agreement (or the abandonment or termination thereof for any reason or for no reason), the Transaction Agreements, the Transactions, the Financing Letters, the Limited Guarantee (or the abandonment or termination thereof for any reason or for no reason) or the transactions contemplated thereby or a breach (whether a Willful Breach or otherwise) of any representation, warranty, covenant or other agreement or otherwise in respect of this Agreement, the Transaction Agreements, the Financing Letters, or the Limited Guarantee or any oral representation made or alleged to be made in connection herewith or therewith, in each case, other than payment of the Termination Fee, if due, by Purchaser to Seller pursuant to this Section 7.03. For the avoidance of doubt, Seller may pursue both a grant of specific performance or other equitable remedies to the extent permitted by Section 9.05 and the payment of the Termination Fee pursuant to this Section 7.03; provided, that under no circumstances shall Seller be permitted or entitled to receive both (A) a grant of specific performance of the consummation of the Principal Closing pursuant to Section 9.05 and (B) the payment of the Termination Fee pursuant to this Section 7.03 in connection with this Agreement or any termination of this Agreement. This Section 7.03 as it relates to the Lender Related Parties shall survive the consummation of the Transactions.

Termination Fee. (a) If In the event that this Agreement is terminated by Seller or Purchaser deemed terminated pursuant to Section 9.01(b9.1(e), then Buyer shall promptly, but in no event later than two (2) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied orBusiness Days after the Termination Date, for those conditions intended pay or cause to be satisfied at paid to the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) Company or its designees an amount equal to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 18,000,000 (the “Purchaser Termination Fee”), ) by wire transfer of immediately available funds (it being understood that Buyer shall not be required to pay the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee on more than one occasion). Solely for purposes of establishing the basis for the amount thereof, the Parties agree that the Termination Fee is a liquidated damage and elect to pursue monetary damages available to Purchaser under not a penalty and the terms payment of the Termination Fee in the circumstances specified herein is supported by due and sufficient consideration. (b) In the event that this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee is terminated or deemed terminated pursuant to Section 9.1(e), the preceding sentence, such Purchaser Company’s receipt of the Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, remedy of the Seller and its Subsidiaries Company or the Equity Holders against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents Buyer for any and all Losses loss suffered as a result of such termination. For Buyer’s failure to consummate the avoidance of doubt, if Seller makes the Purchaser Fee Election Closing and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller amount shall be entitled to pursue monetary damages for only those Losses incurred or suffered due and payable by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered Buyer as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii)thereof except as provided herein. (c) Each of the parties acknowledges The Parties acknowledge that the agreements contained in this Section 9.03 9.3 are an integral part of the transactions contemplated by this Agreement, and that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller agreement the Parties would not enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, Buyer fails to timely promptly pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this pursuant to Section 9.03, 9.3(a) and, in order to obtain such payment, Purchaser the Company or Seller, as the case may be, commences a suit Equity Holders commence litigation that results in a judgment against the other party Buyer for the amounts set forth in this Section 9.03Termination Fee or any portion thereof, such paying party Buyer shall pay reimburse the other party its reasonable Company and documented the Equity Holders for all of their out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expensesattorney’s fees) in connection with such suit, together with interest on such amount or portion thereof at the prime rate in effect on the date such payment was required to be made (as reported in the Wall Street Journal) for the period from such required payment date through the date of actual payment.

Termination Fee. (a) If In the event of the termination of this Agreement is terminated by Seller or Purchaser PKI pursuant to Section 9.01(b6.1(c) and at such time all conditions set forth as a result of a material breach by Buyer of any of its agreements or covenants contained in this Agreement or Section 8.01 and 6.1(f) (or pursuant to Section 8.03 (other than Section 8.03(d)6.1(e) shall under circumstances in which PKI would have been satisfied orentitled to terminate this Agreement pursuant to Section 6.1(c) as a result of a material breach by Buyer of any of its agreements or covenants contained in this Agreement or Section 6.1(f)), for those conditions intended Buyer shall pay, or cause to be satisfied at the Closingpaid, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, PKI a termination fee of $2,300,000 (the “Purchaser Buyer Termination Fee”), ) of $75,000,000. The Buyer Termination Fee payable pursuant to this Section 6.3(a) shall be paid by wire transfer of immediately available same-day funds as promptly as reasonably practicable (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary and, in this Agreementany event, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of within two Business Days following such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (The parties acknowledge and hereby agree that the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Buyer Termination Fee pursuant if, as and when required to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained paid in accordance with this Section 9.03 are an integral part of the transactions contemplated by this Agreement6.3, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are shall not constitute a penalty but rather constitute represents liquidated damages damages, in a reasonable amount that will compensate Purchaser or Seller, as applicable, the PKI in the circumstances in which such termination fee it is payable for the efforts and resources expended and opportunities foregone while negotiating the Original Agreement and this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. The parties acknowledge and hereby agree that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. For the avoidance of doubt, none of the Buyer Related Parties (other than Buyer, pursuant to, in accordance with and to the extent permitted by the terms hereof and the Sponsors, pursuant to, in accordance with and to the extent permitted by the Sponsor Guarantee) will have any liability to any Person, including any PKI Related Party relating to or arising out of the Original Agreement, this Agreement, the Financing or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether in equity or at law, in tort, contract or otherwise, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any Law or otherwise. (c) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is validly terminated and the Buyer Termination Fee is paid in full pursuant to this Section 6.3, such payment of the Buyer Termination Fee and any Financing Cooperation Costs, Day 1 Breakage Costs and/or Collection Costs shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of PKI, its Subsidiaries, each other Seller and any of their respective Non-Party Affiliates (collectively, the “PKI Related Parties”) against Buyer, any of its subsidiaries, the Debt Financing Sources, or any of their respective Non-Party Affiliates (collectively, the “Buyer Related Parties”) for all losses, damages, liabilities, obligations, costs or expenses (“Losses”) in respect of or relating in any way to the Original Agreement, this Agreement, the Commitment Letters or the Sponsor Guarantee, the performance hereof or thereof including any breach (whether a Buyer Willful Breach, material breach or otherwise) of any representation, warranty, covenant or agreement or otherwise in respect of or relating in any way to the Original Agreement, this Agreement, the Commitment Letters or the Sponsor Guarantee or any oral representation made or alleged to be made in connection herewith or therewith or the transactions contemplated hereby or thereby (including the abandonment or termination thereof or the failure of the Closing to occur), in each case, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Buyer, by the enforcement of any assessment or by any Proceeding, by virtue of any Law, pursuant to any theory of law or equity, in contract, in tort or otherwise) (such agreements and related matters, collectively, the “Transaction-Related Matters”) and upon payment of the Buyer Termination Fee to PKI pursuant to Section 6.3(a), none of the Buyer Related Parties shall have any liability or obligation of any nature whatsoever to PKI or any other PKI Related Party for any Transaction-Related Matter (other than the obligation to pay any Financing Cooperation Costs, Day 1 Breakage Costs and/or Collection Costs) and neither PKI nor any other PKI Related Party shall bring any Proceeding or otherwise seek to recover any other Losses against any Buyer or any other Buyer Related Party for any Transaction-Related Matter (other than the obligation to pay any Financing Cooperation Costs, Day 1 Breakage Costs and/or Collection Costs). Further, each of the parties to this Agreement expressly acknowledges and agrees that under no circumstances shall (A) the maximum aggregate liability of Buyer (and Sponsors in accordance with, and subject to the limitations in, the Sponsor Guarantee) for all Transaction-Related Matters exceed an amount equal to the Buyer Termination Fee plus the amount of any Financing Cooperation Costs, Day 1 Breakage Costs and/or Collection Costs (the “Cap”), (B) any PKI Related Party seek or be entitled to recover any money damages in excess of the Cap, (C) any PKI Related Party bring any Proceeding or otherwise seek to recover any Losses against any Buyer Related Party (other than Buyer and the Sponsors (pursuant to, and subject to the limitations in, the Sponsor Guarantee)) for any Transaction-Related Matter or (D) any Buyer Related Party (other than Buyer and the Sponsors (pursuant to, and subject to the limitations in, the Sponsor Guarantee)) have any liability or obligation of any nature whatsoever to any PKI Related Party for any Transaction-Related Matter. (d) While PKI may pursue both a grant of specific performance in accordance with Section 9.13 and the payment of the Buyer Termination Fee under Section 6.3(a), under no circumstances shall any Person or Persons (whether acting together or separately and whether in one or separate Proceedings), including any PKI Related Party, be permitted or entitled to receive in connection with the Original Agreement or this Agreement both (i) a grant of specific performance to require the Financing to be funded or Buyer to consummate the Closing and (ii) the payment of the Buyer Termination Fee or monetary damages of any kind (other than (A) the amount of Financing Cooperation Costs, Day 1 Breakage Costs and/or Collection Costs and (B) solely to the extent Closing occurs, solely with respect to any post-Closing obligations of Buyer). (e) The Parties acknowledge that the agreements contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither Purchaser nor Seller the Parties would not enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, Buyer fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when any amount due in accordance with pursuant to this Section 9.036.3, and, in order to obtain such the payment, Purchaser or Seller, as the case may be, PKI commences a suit that Proceeding which results in a judgment against the other party Buyer for the amounts payment set forth in this Section 9.036.3, such paying party shall pay the other party or parties, as applicable, its or their reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suitProceeding, together with interest on such amount at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received (collectively, the “Collection Costs”). (f) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Buyer Related Parties and their respective successors, permitted assigns, heirs and legal representatives. The parties agree that the Buyer Related Parties are express third-party beneficiaries of this Section 6.3.

Termination Fee. (ai) If this Agreement is terminated (A) by either Seller or Purchaser Buyer pursuant to Section 9.01(b9.1(b) and at Seller is otherwise entitled to terminate this Agreement pursuant to Section 9.1(c) or 9.1(e); (B) by Seller pursuant to Section 9.1(c); or (C) by Seller pursuant to Section 9.1(e), then, in each case, Buyer shall pay to Seller an amount equal to $844,000,000.00 (the “Termination Fee”) in accordance with this Section 9.2(b). (ii) In the event the Termination Fee is payable, such time all conditions fee will be paid to Seller by Buyer in cash in immediately available funds within three Business Days after the date set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, a written demand delivered to Buyer for those conditions intended Buyer to be satisfied at pay such Termination Fee. In the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on event Buyer does not pay the fifth Termination Fee within such three Business Day following such termination either (x) to require Purchaser to pay Sellerperiod, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Buyer acknowledges that Seller shall be entitled to pursue monetary damages draw upon the Guaranty for only those Losses payment of the Termination Fee. In addition to the Termination Fee, Buyer shall pay, or cause to be paid, to Seller (A) the reasonable costs and expenses (including reasonable attorneys’ fees) incurred or suffered by Seller that were in connection with the result pursuit of fraud payment of the Termination Fee and (B) interest on the Termination Fee at the rate equal to the prime rate as published in the Wall Street Journal in effect on the date such payment or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be amount was required to pay be made per annum from and including the Purchaser date the Termination Fee if Seller has not delivered was required to be paid pursuant to the Purchaser Fee Election in accordance with first sentence of this Section 9.03(a)9.2(b)(ii) up to and including the payment date. (biii) If this Agreement is terminated pursuant to Section 9.01(c)(iiBuyer acknowledges and agrees that (A) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 9.2(b) are an integral part of the transactions contemplated hereby and constitute a reasonable estimate of the losses that would be suffered by reason of any termination specified under this Section 9.2(b) in light of the difficulty of accurately determining actual damages upon such termination and (B) without these agreements, Seller would not have entered into this Agreement, . (iv) Each of the Parties acknowledges and agrees that (A) the amounts (if any) payable pursuant to payment of the Termination Fee that complies with this Section 9.03(a) or Section 9.03(b) are 9.2 is not a penalty penalty, but rather constitute is liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, Seller in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while in negotiating this Agreement and (B) Seller may simultaneously pursue both a grant of specific performance under Section 11.11 that results in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser to occur at or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitthe Closing and payment of the Purchase Price and the payment of the Termination Fee under Section 9.2; provided, however, that Seller shall not be entitled to ultimately receive both remedies. (v) In no event shall Buyer be required to pay or cause to be paid the Termination Fee on more than one occasion.

Termination Fee. (ai) If this Agreement is validly terminated by Seller or Purchaser the Company (A) pursuant to Section 9.01(b8.1(c), (B) Section 8.1(e), or (C) Section 8.1(b) and at such the time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either the Company had the right to validly terminate this Agreement pursuant to (x) Section 8.1(c) as a result of a material breach by Parent of this Agreement and where such material breach was the primary cause of the failure of the Closing to require Purchaser have occurred in accordance herewith, or (y) Section 8.1(e), then Parent will pay the Company an amount equal to pay Seller, promptly following such election, a termination fee of Thirty Million Dollars ($2,300,000 30,000,000) (the “Purchaser Termination Fee”), ) by wire transfer of immediately available funds within three (3) Business Days after the “Purchaser Fee Election”date of such termination. (ii) or (y) to irrevocably waive Seller’s right to receive In the Purchaser event Parent does not pay the Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement within such three (the “Purchaser Damages Election”). Notwithstanding anything to the contrary 3) Business Day period in accordance with this Agreement, if Seller makes Parent acknowledges that the Purchaser Fee ElectionCompany shall be entitled to draw upon the Guaranty for payment of the Termination Fee, subject in all respects to the limitations set forth herein and Purchaser pays in the Purchaser Guaranty. If the Company commences an Action in order to obtain payment of the Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered contemplated by this Section 8.2(b) as a result of Parent failing to pay the Termination Fee to the Company when due hereunder and such termination. For Action is finally and conclusively resolved by the avoidance entry of doubta final judgment (and following the expiration of all times for appellate review) against Parent, if Seller makes Parent shall pay to the Purchaser Fee Election and Purchaser pays Company the Purchaser Termination Fee, Purchaser plus interest at the prime rate of interest reported in The Wall Street Journal in effect on the date such payment was required to be made hereunder through the date of payment. Parent shall have no other liability reimburse the Company for any its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) to the extent incurred by the Company in connection with such Action. In the event this Agreement is validly terminated by Parent in connection with a breach of this Agreement (regardless of by the time of breach). If Seller makes Company or the Purchaser Damages ElectionRepresentative, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result foregoing provisions of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement Section 8.2(b)(ii) (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with first sentence of this Section 9.03(a8.2(b)(ii). (b) If this Agreement is terminated pursuant shall apply mutatis mutandis in respect of any Actions commenced by Parent to Section 9.01(c)(ii) seek specific performance or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (other injunctive relief with respect to the “Seller Termination Fee”) not later than Company’s and the day Representative’s obligations to consummate the Closing or for monetary damages in respect of such termination, by wire transfer of immediately available fundsbreach. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole Parent and exclusive remedy, including on account of punitive damages, of the Purchaser Merger Sub acknowledge and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges agree that the agreements contained in this Section 9.03 8.2(b) are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, that without these agreements, neither Purchaser nor Seller the Company would not enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Termination Fee. (a) If In the event of (i) termination of this Agreement is terminated by Seller or Purchaser the Issuer pursuant to Section 9.01(b6.1(d) and or Section 6.1(g) or (ii) termination of this Agreement pursuant to Section 6.1(f) if at the time of such time all conditions set forth in termination, the Issuer could have validly terminated this Agreement pursuant to Section 8.01 and 6.1(d) or Section 8.03 (other than Section 8.03(d6.1(g)) shall have been satisfied or, for those conditions intended then the Purchaser hereby agrees to pay, or cause to be satisfied at paid, within fifteen (15) Business Days of termination, to the ClosingIssuer, shall be capable of being satisfiedas liquidated damages in connection with any such termination, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) an aggregate amount equal to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 11,250,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) in U.S. dollars to an account or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary accounts designated in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach writing by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)Issuer. (b) If this Agreement is terminated pursuant to Section 9.01(c)(iiThe Parties acknowledge that (i) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 6.3 are an integral part of the transactions contemplated by this Agreement, that (ii) the amounts (if any) damages resulting from termination of this Agreement under circumstances where the Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amount payable pursuant to Section 9.03(a6.3(a) or Section 9.03(b) are is not a penalty but rather constitute constitutes liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable Issuer (including its Affiliates) for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebyhereby and (iii) without the agreements contained in this Section 6.3, and that, without these agreements, neither Purchaser nor Seller the Parties would enter not have entered into this Agreement. Accordingly, if Purchaser or Seller, as . (c) Notwithstanding anything to the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts contrary set forth in this Agreement, but subject to the right to seek specific performance pursuant to Section 9.037.6 prior to any termination of this Agreement, such paying party shall pay the sole and exclusive remedy (whether at Law, in equity, in contract, or in tort, based on fraud or any other party its reasonable theory, for breach, Fraud or otherwise) whether for any and documented costs all liabilities, Losses or damages suffered or incurred by the Issuer, APLD and expenses (including reasonable and documented attorneys’ fees and expenses) the Issuer Related Persons or otherwise, against the Purchaser or any of the Purchaser’s Non-Party Affiliates, in connection with this Agreement (or the actual or purported termination hereof) or any of the transactions contemplated hereby (or the abandonment thereof) or any matter forming the basis of termination of this Agreement or such suittransactions, the negotiation or execution of this Agreement or the performance or nonperformance or breach of this Agreement, or Fraud, shall be for the Issuer to terminate this Agreement pursuant to Section 6.1 and, to the extent payable, seek payment of any Termination Fee from the Purchaser pursuant to Section 6.3(a). Upon termination of this Agreement in circumstances where no Termination Fee is payable, or upon termination of this Agreement and payment of the Termination Fee, neither the Purchaser nor any of the Purchaser’s Non-Party Affiliates shall have any further liability or obligation to the Issuer, APLD and the Issuer Related Persons relating to or arising out of this Agreement or the transactions contemplated hereby (or the termination thereof), except that the following sections shall remain operative and in full force and effect as between the Issuer, APLD and the Purchaser: Section 5.6(b) (Access to Information; Confidentiality), Section 7.3 (Successors and Assigns; No Third Party Beneficiaries), Section 7.4 (Governing Law), Section 7.5 (Waiver of Jury Trial), Section 7.9 (Notices) and Section 7.13 (Expenses). Notwithstanding anything to the contrary, while the Issuer and APLD may pursue both a grant of specific performance prior to termination of this Agreement, and payment of the Termination Fee in the event this Agreement is terminated in circumstances where payable, neither the Issuer nor APLD shall in any circumstances or event be entitled to receive both a grant of specific performance to cause the Closing to occur pursuant to Section 7.6 (or otherwise) and payment of the Termination Fee (or interest or monetary damages of any kind).

Termination Fee. (a) If In the event that either: (X) the MGM Entities are entitled to terminate this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b10.1(d) hereof, or (Y) (i) the Closing has not occurred by the Estimated Closing Date (as such Estimated Closing Date may be extended by the Extension Payment), and at such time all (ii) each of the Closing conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall 7.1 have been satisfied oror waived by Purchaser or would have been satisfied but for Purchaser's failure to use its Commercially Reasonable Efforts to perform its respective obligations under this Agreement, and (iii) each of the Closing conditions set forth in Section 7.3 have been satisfied or waived by Purchaser or would have been satisfied but for those Purchaser failing to use its Commercially Reasonable Efforts to perform its respective obligations under this Agreement in accordance with the terms and conditions intended to be satisfied at hereof, and (iv) the Closing, shall be capable of being satisfiedMGM Entities are not otherwise in default hereunder, then Seller in either such event (X) or (Y) the MGM Entities shall irrevocably elect no later than 5:00 p.m. Eastern Time have the right, as its sole and exclusive remedy, to give written notice to Purchaser of their intention to terminate this Agreement if Purchaser fails to close (or be prepared to close) the transactions contemplated by this Agreement on or prior to the fifth Business Day following receipt of such written notice and as promptly as practicable following termination either (xwhich shall occur automatically on such fifth Business Day unless agreed to otherwise by the Parties in writing) Purchaser shall pay, or cause to require be paid, in same day funds to Seller, the sum of Twenty-Five Million Dollars ($25,000,000) (the "Seller Termination Fee"). Only one Termination Fee shall be payable to Seller regardless of the circumstances. In the event Seller receives payment of the Termination Fee, Seller, and Seller on behalf of its Affiliates, agrees to forego and not to pursue (or aid any other Person in pursuing) or assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly, Purchaser or any of their respective Affiliates, for Purchaser's failure to consummate the transactions contemplated by this Agreement. The obligation of Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to this Section 6.14(a) shall be guaranteed by Purchaser Parent pursuant to the preceding sentencePurchaser Guaranty. Subject to the occurrence of the matters set forth in subsection (X) or subsection (Y) (i), such (ii), (iii) and (iv) of the first sentence of this Section 6.14(a), the Parties acknowledge and agree that the MGM Entities would sustain substantial damages in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser's failure to close, and Seller's actual damages in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser's failure to close would be difficult or impractical to determine, and the Termination Fee represents a reasonable estimate of the harm likely to be suffered by Seller in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser's failure to close. (b) In the event that either: (X)(i) the Closing has not occurred by the Estimated Closing Date; and (ii) each of the closing conditions set forth in Section 7.1 have been satisfied or waived by Seller or would have been satisfied but for the MGM Entities' failure to use its Commercially Reasonably Efforts to perform their respective obligations under this Agreement; and (iii) the Closing conditions set forth in Section 7.2 have been satisfied or waived by Seller or would have been satisfied but for Seller failing to use its Commercially Reasonable Efforts to perform its obligations under this Agreement; and Purchaser is not otherwise in default hereunder, or (Y) prior to the Estimated Closing Date Seller executes an agreement with any other Person (other than Purchaser) for the sale or transfer of the Shares or for substantially all of the Companies' Assets, or (Z) Purchaser is entitled to terminate this Agreement pursuant to Section 10.1(c) hereof, then in any such event (X) or (Y) or (Z) the Purchaser shall be the have, as its sole and exclusive remedy, including on account the right to give written notice to Seller of punitive damagesits intention to terminate this Agreement and Seller shall pay, or cause to be paid, in same day funds to Purchaser, the sum of Five Million Dollars ($5,000,000) (the "Purchaser Termination Fee"). Only one Purchaser's Termination Fee shall be payable to Purchaser regardless of the Seller and its Subsidiaries against circumstances. In the event Purchaser or any receives payment of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach on behalf of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Electionits Affiliates, then Seller shall be entitled agrees to forego and not to pursue monetary damages for only those Losses incurred (or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (aid any other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election Person in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(iipursuing) or Section 9.01(d)(ii)assign any allegation, then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such terminationclaim, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive right or remedy, whether legal or equitable, including on account of punitive damagesspecific performance, of the Purchaser and its Subsidiaries against Seller against, directly or indirectly Seller, any MGM entity or any of its Subsidiaries, their respective Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant Seller's failure to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of consummate the transactions contemplated by this Agreement, that . Subject to the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation occurrence of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts matters set forth in subsections (X)(i), (ii), (iii) or (Y) or (Z) of the first sentence of this Section 9.036.14(b), such paying party shall pay the other party its Parties acknowledge and agree that Purchaser would sustain substantial damages in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Seller's failure to close, and Purchaser's actual damages in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Seller's failure to close would be difficult or impractical to determine, and the Purchaser Termination Fee represents a reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) estimate of the harm likely to be suffered by Purchaser in connection with such suitthe event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Seller's failure to close.

Termination Fee. (a) If Purchaser (i) terminates this Agreement is terminated by Seller or Purchaser pursuant to and in accordance with Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d11.01(c)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on pay or cause to be paid to Purchaser an aggregate amount equal to the fifth Termination Fee to an account and in such proportion designated by Purchaser at least two (2) Business Day following such termination either (x) Days prior to require Purchaser to pay Seller, promptly following such election, a termination fee the date of $2,300,000 (the “Purchaser Termination Fee”)payment, by wire transfer of immediately available funds within five (5) Business Days following the “Purchaser date such Termination Fee Election”) is due to Purchaser; or (yii) if the condition to Closing set forth in Section 2.05(a)(vii) to irrevocably deliver the Option Agreement executed by Commodore, the ▇▇▇▇-Schl JV Partner and the TCC ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ Partner is not fully satisfied at Closing and Purchaser elects, at its sole discretion, to waive Sellersuch condition set forth in Section 2.05(a)(vii) and consummate the transactions contemplated by this Agreement, then the Purchase Price shall be reduced by an amount equal to the Termination Fee; provided, if Commodore and only the ▇▇▇▇-Schl JV Partner or the TCC ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ Partner executes the Option Agreement, then the Purchase Price shall be reduced by an amount equal to one-half of the Termination Fee. Upon termination of this Agreement by Purchaser pursuant to and in accordance with Section 11.01(c), Purchaser’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account remedy of punitive damages, of the Seller Purchaser and its Subsidiaries Affiliates against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents Seller Party for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled or failure to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants perform under this Agreement (including any inaccuracy or breach of any representation, warranty, covenant, condition, agreement or obligation of any Seller Party under this Agreement) or of the failure of the Closing to be consummated, or otherwise in connection with the transactions contemplated by this Agreement, and other than Section 5.14payment of such amount (as long as the Closing is not consummated), which none of the Seller Parties shall have any Liability or obligations arising out of or relating to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, Purchaser shall be subject permitted to claims for breach without regard to materiality) prior to termination. In seek either specific performance or payment of the Termination Fee; provided, however, in no event shall Purchaser be required entitled to pay receive both the Purchaser Termination Fee if Seller has and a grant of specific performance. Notwithstanding anything in this Agreement to the contrary, under no circumstances (as long as the Closing is not delivered consummated) will Purchaser and their Affiliates, in the Purchaser aggregate, be entitled to monetary damages or other Losses in excess of (or, where the Termination Fee Election in accordance with this Section 9.03(a)is payable, other than) the amount of the Termination Fee. (b) If Seller Representative terminates this Agreement is terminated pursuant to and in accordance with Section 9.01(c)(ii) or Section 9.01(d)(ii11.01(d), then Seller Purchaser shall pay Purchaser $2,300,000 or cause to be paid to Commodore to an account and in such proportion designated by Commodore at least two (2) Business Days prior to the “Seller Termination Fee”) not later than the day date of such terminationpayment, by wire transfer of immediately available funds. Notwithstanding anything funds within five (5) Business Days following the date of termination, an aggregate amount equal to the contrary Termination Fee. Upon termination of this Agreement by Seller Representative pursuant to and in this Agreementaccordance with Section 11.01(d), PurchaserCommodore’s receipt of right to receive the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, remedy of the Seller Parties and their Affiliates against Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents Affiliates for any and all Losses suffered as a result of the termination any breach of or failure to perform under this Agreement pursuant to Section 9.01(c)(ii(including any inaccuracy or breach of any representation, warranty, covenant, condition, agreement or obligation of Purchaser or any of its Affiliates under this Agreement) or Section 9.01(d)(iiof the failure of the Closing to be consummated, or otherwise in connection with the transactions contemplated by this Agreement, and other than payment of such amount (as long as the Closing is not consummated)., none of the Purchaser or any of its Affiliates shall have any Liability or obligations arising out of or relating to this Agreement or the transactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary, under no circumstances (as long as the Closing is not consummated) will any Seller Party or their Affiliates, in the aggregate, be entitled to monetary damages or other Losses in excess of (or, where the Termination Fee is payable, other than) the amount of the Termination Fee. 77 (c) Each of the parties acknowledges The Parties acknowledge and agree that the agreements contained in this Section 9.03 11.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement, . Each of the Parties further acknowledges on behalf of itself and its Affiliates that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are payment of the Termination Fee is not a penalty but rather constitute is liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, Seller and their Affiliates in the circumstances in which such termination fee is payable payable, for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller which amount would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails otherwise be impossible to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance calculate with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitprecision.

Termination Fee. (a) If this Agreement is terminated by Seller (i) all of the conditions to Closing contained in ARTICLE VII have been satisfied or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 waived (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended that by their nature are to be satisfied at the Closing, shall be but subject to such conditions being capable of being satisfied) other than the condition set forth in Section 7.2(m), and this Agreement is terminated by Buyer or Sellers Representative pursuant to Section 8.2(a), or (ii) this Agreement is terminated by Buyer pursuant to Section 8.4(c), then Buyer shall pay to Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If (i) (A) all of the conditions to Closing (as defined in the TOMPC Purchase Agreement) contained in Article VII of the TOMPC Purchase Agreement have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing (as defined in the TOMPC Purchase Agreement), but subject to such conditions being capable of being satisfied) other than the condition set forth in Section 7.2(k) of the TOMPC Purchase Agreement, and the TOMPC Purchase Agreement is terminated by Buyer or Seller (each as defined in the TOMPC Purchase Agreement) pursuant to Section 8.2(a) of the TOMPC Purchase Agreement, or (B) the TOMPC Purchase Agreement is terminated by Buyer (as defined in the TOMPC Purchase Agreement) pursuant to Section 8.4(c) of the TOMPC Purchase Agreement, and (ii) this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii)8.5, then Seller Buyer shall pay Purchaser $2,300,000 (to Seller the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each In no event shall Seller be entitled to receive, or Buyer be obligated to pay, more than one payment of the parties acknowledges Termination Fee in connection with the termination of this Agreement. (d) In the event that Seller or its designee shall receive full payment of a Termination Fee pursuant to Section 8.7(a), the agreements contained receipt of such Termination Fee shall be deemed to be Buyer’s sole liability and entire obligation and Members’ and Seller’s exclusive remedy for any and all losses or damages suffered or incurred by Seller, the Members, any of their respective Affiliates or any other Person in connection with this Section 9.03 are an integral part Agreement and the TOMPC Purchase Agreement (and the termination hereof and thereof), the Transactions and the “Transactions” (as defined in the TOMPC Purchase Agreement) (and the abandonment thereof) or any matter forming the basis for such terminations, and none of the transactions contemplated by Seller, either Member, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Buyer or any of its Affiliates or representatives arising out of or in connection with this Agreement, that the amounts TOMPC Agreement, the Transactions, the “Transactions” (if any) payable pursuant to Section 9.03(aas defined in the TOMPC Purchase Agreement) or Section 9.03(b) any matters forming the basis of such terminations, all of which claims, actions or proceedings are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suithereby waived.

Termination Fee. (a) If this Agreement is terminated terminated: (i) by Seller or Purchaser GCo pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d6.1(b)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller QCo shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) pay to require Purchaser to pay Seller, promptly following such election, GCo a cash termination fee of $2,300,000 (900,000 at the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result time of such termination. For , it being agreed between the avoidance parties that such amount is an estimate of doubtthe reasonable out of pocket expenses of QCo, if Seller makes incurred in connection with the Purchaser Fee Election and Purchaser pays the Purchaser Termination Feetransactions contemplated herein; or (ii) by either party pursuant to Section 6.1(e)(ii), Purchaser then QCo shall have no other liability for any breach pay to GCo a cash termination fee of this Agreement (regardless of $900,000 at the time of breach). If Seller makes such termination, it being agreed between the Purchaser Damages Electionparties that such amount is an estimate of the reasonable out of pocket expenses of GCo, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were in connection with the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)transactions contemplated herein. (b) If this Agreement is terminated terminated: (i) by QCo pursuant to Section 9.01(c)(ii6.1(c) or Section 9.01(d)(ii), then Seller GCo shall pay Purchaser to QCo a cash termination fee of $2,300,000 (900,000 at the “Seller Termination Fee”) not later than the day time of such termination, by wire transfer of immediately available funds. Notwithstanding anything to it being agreed between the contrary in this Agreement, Purchaser’s receipt parties that such amount is an estimate of the Seller Termination Fee reasonable out of pocket expenses of QCo, incurred in connection with the transactions contemplated herein; (ii) by either party pursuant to Section 6.1(e)(i), then GCo shall pay to QCo a cash termination fee of $900,000 at the preceding sentence shall be time of such termination, it being agreed between the sole and exclusive remedy, including on account of punitive damages, parties that such amount is an estimate of the Purchaser and its Subsidiaries against Seller or any reasonable out of its Subsidiariespocket expenses of QCo, Affiliatesincurred in connection with the transactions contemplated herein; (iii) by QCo pursuant to Section 6.1(d), stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the failure of the condition set forth in Section 5.3(e), then GCo shall pay to QCo a cash termination fee of this Agreement $900,000 at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of QCo, incurred in connection with the transactions contemplated herein; or (iv) by QCo pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii6.1(l), then GCo shall pay to QCo a cash termination fee of $900,000 at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of QCo, incurred in connection with the transactions contemplated herein. (c) Each If a bona fide Acquisition Proposal in respect of GCo is publicly announced or is proposed, offered or made to the securityholders of GCo or to GCo and (x) such Acquisition Proposal has not expired or been withdrawn at the time of the parties acknowledges GCo Shareholders Meeting, (y) the securityholders of GCo do not approve the Arrangement (and the other matters to be approved at such meeting as provided in Section 7.1(a) hereof), and (z) within 12 months following the termination of this Agreement, GCo enters into, directly or indirectly, an agreement, commitment or understanding with respect to such Acquisition Proposal, an amended version thereof, a competing Acquisition Proposal or an Acquisition Proposal solicited in response to the foregoing, or any such Acquisition Proposal is consummated, then GCo shall pay to QCo a cash termination fee of $2 million, payable immediately upon satisfaction of the requirements contained in paragraphs (x), (y) and (z) of this Section 6.4(c). If GCo pays a cash termination fee to QCo pursuant to this Section 6.4(c), then GCo may set-off such amounts previously paid to QCo pursuant to Section 6.4(b). (d) If a bona fide Acquisition Proposal in respect of QCo is publicly announced or is proposed, offered or made to the QCo stockholders or to QCo and (x) such Acquisition Proposal has not expired or been withdrawn at the time of the QCo Shareholders Meeting, (y) the securityholders of QCo do not approve the Arrangement (and the other matters to be approved at such meeting as provided in Section 7.1(b) hereof), and (z) within 12 months following the termination of this Agreement, QCo enters into, directly or indirectly, an agreement, commitment or understanding with respect to an Acquisition Proposal, an amended version thereof, a competing Acquisition Proposal or an Acquisition Proposal solicited in response to the foregoing, or any such Acquisition Proposal is consummated, then QCo shall pay to GCo a cash termination fee of $2 million, payable immediately upon satisfaction of the requirements contained in paragraphs (x), (y) and (z) of this Section 6.4(d). If QCo pays a cash termination fee to GCo pursuant to this Section 6.4(d), then QCo may set-off such amounts previously paid to GCo pursuant to Section 6.4(a). (e) If this Agreement is terminated by GCo pursuant to Section 6.1(h) or by QCo pursuant to Section 6.1(i), then QCo shall pay to GCo upon such termination a cash termination fee of $2 million at the time of such termination. (f) If this Agreement is terminated by QCo pursuant to Section 6.1(g) or by GCo pursuant to Section 6.1(j), then GCo shall pay to QCo upon such termination a cash termination fee of $2 million at the time of such termination. (g) QCo and GCo each agree that the agreements contained in this Section 9.03 Sections 6.4(a) through 6.4(f) are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, If either party fails to timely promptly pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03any fee due under such Sections 6.4(a) through 6.4(f), such paying party it shall pay the other party its reasonable and documented party's costs and expenses (including reasonable and documented attorneys’ legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee at the publicly announced prime rate of Canadian Imperial Bank of Commerce from the date such suitfee was first due.

Termination Fee. (a) If In the event (i) this Agreement is validly terminated by Seller the Sellers’ Representative or Purchaser Buyer pursuant to Section 9.01(b8.01(d) (solely to the extent the applicable final order, decree or ruling or other action arises under or in connection with applicable Antitrust Laws) or Section 8.01(f) and (ii) at the time of such time termination all of the conditions set forth in ARTICLE VII (other than the conditions set forth in Section 8.01 and 7.01(a) or Section 8.03 7.01(b) (with respect to Section 7.01(b), solely to the extent the applicable injunction, writ or temporary restraining order or other than Section 8.03(dlegally binding order arises under or in connection with applicable Antitrust Laws)) shall and any conditions that, by their nature, cannot be satisfied until the Closing, which conditions would be capable of satisfaction if the Closing were to occur on the date of such termination) have been satisfied oror waived as of the date of such termination and (iii) between the date of this Agreement and the date of such termination, for those conditions intended Buyer has entered into a binding Contract with respect to the acquisition of a Person engaged in the business of producing, manufacturing and selling energy drinks, then following such termination, Buyer shall pay or cause to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) paid an aggregate amount equal to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 [***] (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such terminationGhost Lifestyle, by wire transfer of immediately available funds, to an account specified by Ghost Lifestyle. Notwithstanding anything to the contrary in this Agreement, Purchaser’s Promptly following receipt of the Seller such Termination Fee pursuant by Ghost Lifestyle, Ghost Lifestyle shall transfer to Ghost Beverages an amount equal to (x) the preceding sentence shall be Ghost Lifestyle Buyer Exchanged Equity Percentage multiplied by (y) the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii)Termination Fee. (cb) Each of The Parties acknowledge and agree that (i) in no event shall Buyer be required to pay the parties acknowledges that Termination Fee on more than one occasion, and (ii) the agreements contained set forth in this Section 9.03 8.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, Transactions and that, without these agreements, neither Purchaser nor Seller the Parties would not enter into this Agreement. Accordingly. (c) Notwithstanding anything to the contrary contained herein, if Purchaser or Seller, as in the case may be, fails to timely pay event that the Seller Termination Fee is actually paid by or Purchaser on behalf of Buyer to Ghost Lifestyle, such payment of the Termination FeeFee shall constitute liquidated damages and be the sole and exclusive remedy of Sellers, as applicablethe Sellers’ Representative, when due Ghost Lifestyle, any other Target Company or any of their respective Affiliates, equityholders or Representatives against Buyer or any of its Affiliates or their respective Representatives, for all Losses in accordance with respect of this Section 9.03Agreement (or the termination thereof) or the Transactions or the Ancillary Agreements, or any breach of any covenant or agreement or otherwise in respect of this Agreement or any representation (whether oral or written) made or alleged to be made in connection herewith, and, in order notwithstanding anything to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts contrary set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses herein (including reasonable Section 8.02), upon payment of the Termination Fee by or on behalf of Buyer, none of Buyer or any of its Affiliates or their respective Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions or the Ancillary Agreements, and documented attorneysnone of Sellers, the Sellers’ fees and expensesRepresentative, Ghost Lifestyle, any other Target Company or any of their respective Affiliates, equityholders or Representatives shall seek or be entitled to seek or recover any other damages; provided, however, that, this clause (c) in connection with such suitshall not apply to the provisions of this Agreement that expressly survive termination pursuant to Section 8.02.

Termination Fee. (a) If this Agreement is terminated (i) by Seller or Purchaser pursuant to Section 9.01(b10.1(f), or (ii) and at such time all conditions set forth in by either Buyer or Seller pursuant to Section 8.01 and Section 8.03 (other than Section 8.03(d)10.1(h) if the ▇▇▇▇▇▇▇▇ Reverse Termination Fee has become payable by Buyer as a result of the termination of the ▇▇▇▇▇▇▇▇ Purchase Agreement, then Buyer shall have been satisfied or, for those conditions intended pay or cause to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) paid an amount in cash equal to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 77,839,364 (the “Purchaser Reverse Termination Fee”), ) to Seller or its designee within five (5) Business Days after such termination. Any amount that becomes payable pursuant to this Section 10.3(a) shall be paid by wire transfer of immediately available funds to the account or accounts designated by Seller in writing. (b) If Buyer fails to promptly pay the amount due pursuant to this Section 10.3, Buyer shall pay to Seller, Seller’s reasonable and documented fees, costs and expenses (including reasonable and documented attorney’s fees and expenses and disbursements) incurred in connection with seeking payment of the amount due pursuant to this Section 10.3 from Buyer (including with respect to any Action commenced by Seller) (any amounts due to Seller pursuant to Section 6.2 or this Section 10.3, collectively, the “Purchaser Fee ElectionReimbursement Amount”). (c) or (y) to irrevocably waive Seller’s right to receive The Parties acknowledge that the Purchaser agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that without these agreements, Seller would not enter into this Agreement. The Parties acknowledge that the payment by ▇▇▇▇▇ of the Reverse Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”)is not a penalty, but constitutes liquidated damages. Notwithstanding anything to the contrary in this Agreement, if Seller makes but subject to Seller’s rights set forth in Section 8.1, the Purchaser Fee Election, and Purchaser pays collective monetary damages payable by Buyer or any of its Affiliates for breaches (including for willful breach) under this Agreement shall not exceed an amount equal to the Purchaser Reverse Termination Fee (and the Reimbursement Amount, if applicable) for all such breaches; provided, however, that nothing set forth herein shall affect the obligations of Buyer, or its applicable Affiliate, pursuant to the preceding sentenceapplicable Confidentiality Agreement. (d) For the avoidance of doubt, such Purchaser while Seller may pursue both a grant of specific performance prior to termination to the extent permitted by Section 8.1 and the payment of the Reverse Termination Fee (and the payment of the Reimbursement Amount, if applicable), under no circumstances shall Seller be permitted or entitled to receive both (i) a grant of specific performance to require Buyer to consummate the Closing and (ii) payment of the Reverse Termination Fee. In no event shall Seller be entitled to receive the Reverse Termination Fee on more than one occasion. (e) In a scenario where Seller is entitled to terminate and receive the Reverse Termination Fee and other than in the case of Fraud, then upon termination of this Agreement, the Reverse Termination Fee (and the payment of the Reimbursement Amount, if applicable) shall be the sole and exclusive remedy, including on account remedy of punitive damages, of the Seller and its Subsidiaries Affiliates and their respective Representatives against Purchaser (i) Buyer Parent, Buyer, their Affiliates and their respective Representatives and (ii) any former, current and future direct and indirect holders of any equity, partnership or any of its Subsidiarieslimited liability company or other interest, incorporators or organizers, controlling Persons, Affiliates, stockholdersRepresentatives, directorsassignees or successors of any Person named in clause (i) above (clauses (i) and (ii), officerscollectively, employees or agents the “Buyer Related Parties”) for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred losses or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses Liabilities suffered as a result of the failure of the Closing to be consummated or for any other matter under, relating to or arising out of this Agreement or any other Transaction Document or any of the transactions contemplated hereby or thereby, whether based on Contract, tort, strict liability, other Laws or otherwise, or any Claim based on, in respect of, or by reason of any of the foregoing, and upon payment of the Reverse Termination Fee (and the payment of the Reimbursement Amount, if applicable), neither Seller, any of its Affiliates or any of its respective Representatives shall pursue or be entitled to pursue or make any Claim against any Buyer Related Party, and no Buyer Related Party shall have any Liability arising out of the circumstances giving rise to any termination of this Agreement pursuant or for any other matter under, relating to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each arising out of the parties acknowledges that the agreements contained or in connection with this Section 9.03 are an integral part Agreement or any other Transaction Document or any of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) hereby or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitthereby.

Termination Fee. (a) If this Agreement is terminated (i) by Seller or Purchaser MVG pursuant to Section 9.01(b0, or (ii) and at such time all conditions set forth in by Solitario pursuant to Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied0, then Seller MVG shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) pay to require Purchaser to pay Seller, promptly following such election, Solitario a cash termination fee of $2,300,000 (the “Purchaser Termination Fee”)1.5 million, by wire transfer payable immediately upon written notice of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms termination of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)being provided. (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole Solitario and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges MVG each agree that the agreements agreement contained in this Section 9.03 are 0 is an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, If MVG fails to timely promptly pay the Seller Termination Fee or Purchaser Termination FeeSolitario a payment that is required under Section 0, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party it shall pay the other party its reasonable and documented Solitario's costs and expenses (including reasonable and documented attorneys’ legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee at the publicly announced prime rate of the Royal Bank of Canada from the date such suitfee was first due. Each of the Parties further acknowledge and agree that any payments required to be made pursuant to Section 0 shall be made less any applicable withholding taxes that may be required to be paid under applicable Laws. Each of the Parties acknowledges and agrees that all of the payment amounts set out in this Article 6 are payments of liquidated damages which are a genuine pre-estimate of the damages that the other party will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement and are not penalties. Each party irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. For greater certainty, each of the parties agrees that the payment of the applicable amount pursuant to Section 0 is the sole monetary remedy of Solitario under this Agreement. Nothing herein shall preclude a party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or the Confidentiality Agreement or otherwise to obtain specific performance of any of such act, covenants or agreements, without the necessity of posting bond or security in connection therewith. For clarity, if MVG is required to pay a termination fee pursuant to Section 0 above, it shall not be obligated to pay more than $1.5 million. <PAGE> ADDITIONAL AGREEMENTS Solitario and MVG each agree to take the following actions after the execution of this Agreement.

Termination Fee. (a) If In the event of the termination of this Agreement is terminated by Seller or Purchaser PKI pursuant to Section 9.01(b6.1(c) and at such time all conditions set forth as a result of a material breach by Buyer of any of its agreements or covenants contained in this Agreement or Section 8.01 and 6.1(f) (or pursuant to Section 8.03 (other than Section 8.03(d)6.1(e) shall under circumstances in which PKI would have been satisfied orentitled to terminate the Agreement pursuant to Section 6.1(c) as a result of a material breach by Buyer of any of its agreements or covenants contained in this Agreement or Section 6.1(f)), for those conditions intended Buyer shall pay, or cause to be satisfied at the Closingpaid, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, PKI a termination fee of $2,300,000 (the “Purchaser Buyer Termination Fee”), ) of $75,000,000. The Buyer Termination Fee payable pursuant to this Section 6.3(a) shall be paid by wire transfer of immediately available same-day funds as promptly as reasonably practicable (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary and, in this Agreementany event, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of within two Business Days following such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (The parties acknowledge and hereby agree that the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Buyer Termination Fee pursuant if, as and when required to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained paid in accordance with this Section 9.03 are an integral part of the transactions contemplated by this Agreement6.3, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are shall not constitute a penalty but rather constitute represents liquidated damages damages, in a reasonable amount that will compensate Purchaser or Seller, as applicable, the PKI in the circumstances in which such termination fee it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. The parties acknowledge and hereby agree that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. For the avoidance of doubt, none of the Buyer Related Parties (other than Buyer, pursuant to, in accordance with and to the extent permitted by the terms hereof and the Sponsors, pursuant to, in accordance with and to the extent permitted by the Sponsor Guarantee) will have any liability to any Person, including any PKI Related Party relating to or arising out of this Agreement, the Financing or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether in equity or at law, in tort, contract or otherwise, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any Law or otherwise. (c) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is validly terminated and the Buyer Termination Fee is paid in full pursuant to this Section 6.3, such payment of the Buyer Termination Fee and any Financing Cooperation Costs and/or Collection Costs shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of PKI, its Subsidiaries, each other Seller and any of their respective Non-Party Affiliates (collectively, the “PKI Related Parties”) against Buyer, any of its subsidiaries, the Debt Financing Sources, or any of their respective Non-Party Affiliates (collectively, the “Buyer Related Parties”) for all losses, damages, liabilities, obligations, costs or expenses (“Losses”) in respect of or relating in any way to this Agreement, the Commitment Letters or the Sponsor Guarantee, the performance hereof or thereof including any breach (whether a Buyer Willful Breach, material breach or otherwise) of any representation, warranty, covenant or agreement or otherwise in respect of or relating in any way to this Agreement, the Commitment Letters or the Sponsor Guarantee or any oral representation made or alleged to be made in connection herewith or therewith or the transactions contemplated hereby or thereby (including the abandonment or termination thereof or the failure of the Closing to occur), in each case, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Buyer, by the enforcement of any assessment or by any Proceeding, by virtue of any Law, pursuant to any theory of law or equity, in contract, in tort or otherwise) (such agreements and related matters, collectively, the “Transaction-Related Matters”) and upon payment of the Buyer Termination Fee to PKI pursuant to Section 6.3(a), none of the Buyer Related Parties shall have any liability or obligation of any nature whatsoever to PKI or any other PKI Related Party for any Transaction-Related Matter (other than the obligation to pay any Financing Cooperation Costs and/or Collection Costs) and neither PKI nor any other PKI Related Party shall bring any Proceeding or otherwise seek to recover any other Losses against any Buyer or any other Buyer Related Party for any Transaction-Related Matter (other than the obligation to pay any Financing Cooperation Costs and/or Collection Costs). Further, each of the parties to this Agreement expressly acknowledges and agrees that under no circumstances shall (A) the maximum aggregate liability of Buyer (and Sponsors in accordance with, and subject to the limitations in, the Sponsor Guarantee) for all Transaction-Related Matters exceed an amount equal to the Buyer Termination Fee plus the amount of any Financing Cooperation Costs and/or Collection Costs (the “Cap”), (B) any PKI Related Party seek or be entitled to recover any money damages in excess of the Cap, (C) any PKI Related Party bring any Proceeding or otherwise seek to recover any Losses against any Buyer Related Party (other than Buyer and the Sponsors (pursuant to, and subject to the limitations in, the Sponsor Guarantee)) for any Transaction-Related Matter or (D) any Buyer Related Party (other than Buyer and the Sponsors (pursuant to, and subject to the limitations in, the Sponsor Guarantee)) have any liability or obligation of any nature whatsoever to any PKI Related Party for any Transaction-Related Matter. (d) While PKI may pursue both a grant of specific performance in accordance with Section 9.13 and the payment of the Buyer Termination Fee under Section 6.3(a), under no circumstances shall any Person or Persons (whether acting together or separately and whether in one or separate Proceedings), including any PKI Related Party, be permitted or entitled to receive in connection with this Agreement both (i) a grant of specific performance to require the Financing to be funded or Buyer to consummate the Closing and (ii) the payment of the Buyer Termination Fee or monetary damages of any kind (other than (A) the amount of Financing Cooperation Costs and/or Collection Costs and (B) solely to the extent Closing occurs, solely with respect to any post-Closing obligations of Buyer). (e) The Parties acknowledge that the agreements contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither Purchaser nor Seller the Parties would not enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, Buyer fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when any amount due in accordance with pursuant to this Section 9.036.3, and, in order to obtain such the payment, Purchaser or Seller, as the case may be, PKI commences a suit that Proceeding which results in a judgment against the other party Buyer for the amounts payment set forth in this Section 9.036.3, such paying party shall pay the other party or parties, as applicable, its or their reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suitProceeding, together with interest on such amount at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received (collectively, the “Collection Costs”). (f) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Buyer Related Parties and their respective successors, permitted assigns, heirs and legal representatives. The parties agree that the Buyer Related Parties are express third-party beneficiaries of this Section 6.3.

Termination Fee. (a) If and only if this Agreement is has been terminated by Seller or Purchaser pursuant to the Company in accordance with Section 9.01(b7.2(a) and at such time all conditions because of the failure of the condition set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)6.3(g) shall have been satisfied or, for those conditions intended to be satisfied at or waived in writing by Parent by the Closing, shall be capable End Date (excluding for the purposes of being satisfiedthis Section 7.5(a) any permanent financing intended to refinance such bridge debt referred to in the definition of Financing as set forth in the Recitals), then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day within fifteen (15) days following such termination either Parent shall pay or cause to be paid to the Company, as liquidated damages and not as a penalty, an amount equal to Five Hundred Thousand Dollars (x$500,000) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (. The parties have negotiated the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under be a reasonable estimate of the terms Company’s loss in the event of a termination of this Agreement due to a failure of the above-referenced condition. The parties understand and agree that in no event shall Parent be required to pay the Termination Fee on more than one occasion. (the “Purchaser Damages Election”). b) Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentenceis payable in accordance with Section 7.5(a), such Purchaser Termination Fee shall be then the sole and exclusive remedy, including on account of punitive damages, remedy of the Seller Company, the Company Stockholders and its Subsidiaries any other Person (whether at law, in equity, in contract, in tort or otherwise) against Purchaser Parent, Merger Sub, their Affiliates, their Representatives, the assignees of any thereof and any other Person for any breach, loss or damage shall be to terminate this Agreement and receive payment of the Termination Fee only to the extent provided by Section 7.5(a), and none of Parent, Merger Sub, their Affiliates, their Representatives, any such assignees or any other Person will have any liability or obligation to the Company, the Company Stockholders or any other Person relating to or arising out of its Subsidiariesthis Agreement or in respect of any other document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, except for any such Person’s Fraud in arranging the Financing or breach of Section 5.2 regarding Confidential Information. The Financing Sources (and such Financing Source’s Affiliates, stockholdersequityholders, members, partners, officers, directors, officersemployees, employees or agents for any agents, advisors and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach Representatives) are express third party beneficiaries of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a7.5(b). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Termination Fee. (a) If Notwithstanding anything to the contrary contained herein, if this Agreement is terminated by Seller or Purchaser Buyer pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d7.3(e)) , the Company shall have been satisfied or, for those conditions intended pay Buyer an amount equal to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 800,000 (the “Purchaser Termination Fee”), by wire transfer of ) in immediately available funds within five (5) Business Days after the “Purchaser Fee Election”) or (y) date of such termination. The parties acknowledge and agree that in no event will the Company be required to irrevocably waive Seller’s right to receive pay the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement on more than one occasion. (the “Purchaser Damages Election”). b) Notwithstanding anything to the contrary in this Agreementcontained herein, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee this Agreement is terminated by Buyer pursuant to Section 7.1(i) or by the preceding sentenceBuyer pursuant to Section 7.3(b), such Purchaser Termination Fee then the Buyer shall be pay the sole and exclusive remedy, including on account of punitive damages, of Company an amount equal to $800,000 (the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result “Breakup Fee”) in immediately available funds within five (5) Business Days after the date of such terminationfailure. For the avoidance of doubt, if Seller makes the Purchaser Fee Election The parties acknowledge and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller agree that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In in no event shall Purchaser will the Buyer be required to pay the Purchaser Termination Breakup Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later on more than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii)one occasion. (c) Each of the The parties acknowledges acknowledge that the agreements contained in this Section 9.03 7.5 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller the parties would not enter into this Agreement. AccordinglyIn light of the difficulty of accurately determining actual Losses with respect to the foregoing, if Purchaser or Seller, as the case may be, fails to timely pay parties acknowledge that the Seller Termination Fee or Purchaser Termination and the Breakup Fee, as applicablein the circumstances in which such fees become payable, when due in accordance with constitute a reasonable estimate of the Losses that will be suffered by reason of any such termination of this Section 9.03Agreement and constitutes liquidated damages and is not a penalty, and, in order to obtain such payment, Purchaser and shall be the sole and exclusive remedy for any and all Losses suffered or Seller, as incurred by the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) Sellers in connection with this Agreement, the transactions contemplated hereby (and the abandonment or termination thereof) or any matter forming the basis for such suittermination.

Termination Fee. (a) If Notwithstanding Section 9.3 above, in the event that there is a valid and effective termination of this Agreement is terminated by Seller or the Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d9.1(e)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller the Company Parties shall irrevocably elect no later than 5:00 p.m. Eastern Time on jointly and severally pay to the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee equal to Six Hundred Thirty-Nine Thousand U.S. Dollars ($639,000), plus the Expenses incurred by or on behalf of $2,300,000 the Purchaser or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby, including any related SEC filings, the Solicitation Documents, any Redemption and any PIPE Investment (such aggregate amount, the “Purchaser Termination Fee”), . The Termination Fee shall be paid by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive an account designated in writing by the Purchaser Termination Fee and elect within ten (10) Business Days after the Purchaser delivers to pursue monetary damages available to Purchaser under the terms Company the amount of this Agreement (the “Purchaser Damages Election”)such Expenses, along with reasonable documentation in connection therewith. Notwithstanding anything to the contrary in this Agreement, if Seller makes the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where the Termination Fee is payable, the payment of the Termination Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant would otherwise be entitled to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the assert against any Company Party or any Seller and its Subsidiaries against Purchaser or any of its Subsidiariestheir respective Affiliates or any of their respective assets, Affiliates, stockholders, or against any of their respective directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of shareholders with respect to this Agreement (regardless of and the time of breach). If Seller makes the Purchaser Damages Election, then Seller transactions contemplated hereby and shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be constitute the sole and exclusive remedyremedy available to the Purchaser, including on account of punitive damagesprovided, of that the Purchaser and its Subsidiaries against Seller foregoing shall not limit (x) any Company Party or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents Seller from Liability for any and all Losses suffered as a result of the Fraud Claim relating to events occurring prior to termination of this Agreement pursuant to Section 9.01(c)(iior (y) or Section 9.01(d)(ii). (c) Each the rights of the parties acknowledges that the agreements contained Purchaser to seek specific performance or other injunctive relief in this Section 9.03 are an integral part lieu of the transactions contemplated by terminating this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Termination Fee. (a) If In the event that either: (X) the MGM Entities are entitled to terminate this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b10.1(d) hereof, or (Y) (i) the Closing has not occurred by the Outside Closing Date, and at such time all (ii) each of the Closing conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall 7.1 have been satisfied oror waived by Purchaser or would have been satisfied but for Purchaser’s failure to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform its respective obligations under this Agreement, and (iii) each of the Closing conditions set forth in Section 7.3 have been satisfied or waived by Purchaser or would have been satisfied but for those Purchaser failing to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform its respective obligations under this Agreement in accordance with the terms and conditions intended to be satisfied at hereof, and (iv) the Closing, shall be capable of being satisfiedMGM Entities are not otherwise in breach or default hereunder, then Seller in either such event (X) or (Y) the MGM Entities shall irrevocably elect no later than 5:00 p.m. Eastern Time have the right, as its sole and exclusive remedy, to give written notice to Purchaser of their intention to terminate this Agreement if Purchaser fails to close (or be prepared to close) the transactions contemplated by this Agreement on or prior to the fifth Business Day following receipt of such written notice and as promptly as practicable following termination either (xwhich shall occur automatically on such fifth Business Day unless agreed to otherwise by the Parties in writing) Purchaser shall pay, or cause to require be paid, in same day funds to Seller, the sum of Twenty Five Million Dollars ($25,000,000) (the “Seller Termination Fee”). Only one Termination Fee shall be payable to Seller regardless of the circumstances. In the event Seller receives payment of the Termination Fee, Seller, and Seller on behalf of its Affiliates, agrees to forego and not to pursue (or aid any other Person in pursuing) or assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly, Purchaser or any of their respective Affiliates, for Purchaser’s failure to consummate the transactions contemplated by this Agreement. The obligation of Purchaser to pay the Termination Fee pursuant to this Section 6.14(a) shall be guaranteed by Purchaser Parent pursuant to the Purchaser Guaranty. Subject to the occurrence of the matters set forth in subsections (X) or (Y)(i), (ii) and (iii) of the first sentence of this Section 6.14(a), the Parties acknowledge and agree that the MGM Entities would sustain substantial damages in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close, and Seller’s actual damages in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close would be difficult or impractical to determine, promptly following and the Termination Fee represents a reasonable estimate of the harm likely to be suffered by Seller in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close. (b) In the event that either: (X)(i) the Closing has not occurred by the Outside Closing Date; and (ii) each of the closing conditions set forth in Section 7.1 have been satisfied or waived by Seller or would have been satisfied but for the MGM Entities’ failure to use their Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform their respective obligations under this Agreement; and (iii) the Closing conditions set forth in Section 7.2 have been satisfied or waived by Seller or would have been satisfied but for Seller failing to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform its obligations under this Agreement; and Purchaser is not otherwise in default hereunder, or (Y) prior to the Outside Closing Date Seller executes an agreement with any other Person (other than Purchaser) for the sale or transfer of the Equity Interests or for substantially all of the Company’s assets, or (Z) Purchaser is entitled to terminate this Agreement pursuant to Section 10.1(c) hereof, then in any such electionevent (X) or (Y) or (Z) the Purchaser shall have, a termination fee as its sole and exclusive remedy, the right to give written notice to Seller of its intention to terminate this Agreement (and whether or not Purchaser provides such notice with respect to clause (Y), Seller may terminate this Agreement) and Seller shall pay, or cause to be paid, in same day funds to Purchaser, the sum of Twenty Five Million Dollars ($2,300,000 25,000,000) (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Only one Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, payable to Purchaser regardless of the Seller and its Subsidiaries against circumstances. In the event Purchaser or any receives payment of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach agrees, on its own behalf and on behalf of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Electionits Affiliates, then Seller shall be entitled to forego and not to pursue monetary damages for only those Losses incurred (or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (aid any other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election Person in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(iipursuing) or Section 9.01(d)(ii)assign any allegation, then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such terminationclaim, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive right or remedy, whether legal or equitable, including on account of punitive damagesspecific performance, of the Purchaser and its Subsidiaries against Seller against, directly or indirectly Seller, any MGM entity or any of its Subsidiaries, their respective Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant Seller’s failure to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of consummate the transactions contemplated by this Agreement, that . Subject to the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation occurrence of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts matters set forth in subsections (X)(i), (ii), (iii) or (Y) or (Z) of the first sentence of this Section 9.036.14(b), such paying party shall pay the other party its Parties acknowledge and agree that Purchaser would sustain substantial damages in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close, and Purchaser’s actual damages in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close would be difficult or impractical to determine, and the Purchaser Termination Fee represents a reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) estimate of the harm likely to be suffered by Purchaser in connection with such suitthe event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close.

Termination Fee. If: (a) If IAMGOLD terminates this Agreement in accordance with subsection 17(a)(i); or (b) this Agreement is terminated following public disclosure by Seller Gold Fields referred to in subsection 14(C) and, within 180 days after such termination, Gold Fields accepts or Purchaser enters into an agreement with respect to an Acquisition Proposal in respect of which it made a recommendation pursuant to Section 9.01(bapplicable Laws; (any such event being a “Triggering Event"), then IAMGOLD (in the case of an event referred to in subsection 16(a)) and at or Gold Fields (in the case of an event referred to in subsection 16(b)) (in either case, the “Target Party") shall pay to the other (the “Non-Target Party") an amount in cash equal to US$20,000,000 in immediately available funds to an account designated by the Non-Target Party. Such payment shall be made, in the case of a termination referred to in subsection 16(a), concurrently with such time all conditions termination and, in the circumstances set forth in Section 8.01 and Section 8.03 (other than Section 8.03(dsubsection 16(b)) shall have been satisfied or, for those conditions intended to be satisfied at the Closingearliest time that such Acquisition Proposal is accepted, approved or recommended or an agreement with respect to such Acquisition Proposal is executed. The obligation to make any payment required by this section 16 shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such survive any termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (Agreement. Each of IAMGOLD and Gold Fields hereby acknowledges that the “Purchaser Damages Election”). Notwithstanding anything to the contrary payment amount set out in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account section 16 is a payment of punitive damages, liquidated damages which is a genuine pre-estimate of the Seller and its Subsidiaries against Purchaser damages which the Non-Target Party will suffer or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered incur as a result of the termination event giving rise to such damages and the resultant non-completion of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) the Transaction and is not a penalty. Each of IAMGOLD and Gold Fields hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of such amount by the parties acknowledges that Non-Target Party, the agreements contained Non-Target Party shall have no further claim against the Target Party in this Section 9.03 are an integral part respect of the transactions contemplated failure to complete the Transaction, provided that nothing herein shall preclude the Non-Target Party from seeking injunctive relief to restrain any breach or threatened breach by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) Target Party of any of its obligations hereunder or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order otherwise to obtain such payment, Purchaser specific performance without the necessity of posting bond or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) security in connection with such suitherewith.

Termination Fee. (a) If In the event that Parent, for itself and on behalf of Merger Sub and Contribution Sub, or quepasa terminates this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”8.1(d), by wire transfer of immediately available funds (the “Purchaser Fee Election”e) or (y) f), the non-terminating party to irrevocably waive Seller’s right shall be entitled to receive a fee in cash (the Purchaser Termination Fee and elect "TERMINATION FEE") in an amount equal to pursue monetary damages $500,000, payable in immediately available to Purchaser under funds, the terms next business day following the termination of this Agreement (as liquidated damages incurred by the “Purchaser Damages Election”)non-terminating party in connection with the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreementforegoing, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser no Termination Fee shall be payable to the sole and exclusive remedy, including on account of punitive damages, of non-terminating party if the Seller and its Subsidiaries against Purchaser or any terminating party was in material breach of its Subsidiariesrepresentations, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to at the time of its termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If In the event that quepasa terminates this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii8.1(g), then Seller Parent shall pay Purchaser be entitled to receive $2,300,000 500,000 plus an amount equal to the aggregate amount of fees and expenses (including all attorney's fees, accountants' fees, and financial advisory fees) incurred by Buyer in connection with the “Seller Termination Fee”) not later than the day of such terminationtransactions contemplated hereby, by wire transfer of payable in immediately available funds. Notwithstanding anything to , the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of next business day following the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii)as liquidated damages incurred by Buyer in connection with the transactions contemplated hereby. (c) Each of In the parties acknowledges event that the agreements contained in quepasa terminates this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable Agreement pursuant to Section 9.03(a) or Section 9.03(b) are not 8.1(h), Parent shall be entitled to receive a penalty but rather constitute liquidated damages sum equal to the amount of its actual expenses incurred for attorneys, accountants and appraisers incurred in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating connection with this 49 Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Sellerup to a maximum of $250,000, as liquidated damages incurred by Buyer in connection with the case may be, transactions contemplated hereby. (d) If the terminating party fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with any amount payable under this Section 9.038.3, and, in order to obtain such payment, Purchaser or Seller, as then (i) the case may be, commences a suit that results in a judgment against terminating party shall reimburse the other non-terminating party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented all costs and expenses (including reasonable and documented attorneys’ fees and expensesdisbursements of counsel) incurred in connection with the collection of such suitoverdue amount and the enforcement by the non-terminating party of its rights under this Section 8.3, and (ii) the terminating party shall pay to the non-terminating party interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the non-terminating party in full) at an annual rate of 12%.

Termination Fee. (a) If In the event that this Agreement is terminated by the Seller or Purchaser Representative pursuant to Section 9.01(b8.1(d) and at or Section 8.1(e) or is otherwise terminated when terminable pursuant to Section 8.1(d) or Section 8.1(e), then Buyer shall promptly, but in no event later than two (2) Business Days after the date of such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied ortermination, for those conditions intended pay or cause to be satisfied at paid to Tiptree (in its individual capacity, and not as Seller Representative hereunder) or its designees the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either Termination Fee (xan amount equal to $10,000,000) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), ) by wire transfer of immediately available same day funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary it being understood that in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser Buyer be required to pay the Purchaser Termination Fee if Seller has not delivered on more than one occasion). Solely for purposes of establishing the Purchaser Fee Election basis for the amount thereof, and without in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (any way increasing the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt amount of the Seller Termination Fee pursuant or expanding the circumstances in which the Termination Fee is to the preceding sentence shall be the sole and exclusive remedypaid, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges it is agreed that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are Termination Fee is not a penalty penalty, but rather constitute is liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, Sellers in the circumstances in which such termination fee the Termination Fee is payable for the efforts and resources expended and opportunities foregone opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. (b) Notwithstanding anything to the contrary in this Agreement, in the event Buyer fails to effect the Closing or otherwise breaches this Agreement or fails to perform hereunder, then, except as and only to the extent expressly permitted by Section 11.10, Sellers’ sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against the Buyer Related Parties in respect of this Agreement, any Contract executed in connection herewith (including the Equity Financing Commitment, the Limited Guaranty and the Debt Financing Commitment, but excluding the Confidentiality Agreement) and the transactions contemplated hereby and thereby shall be to terminate this Agreement in accordance with (and subject to the conditions of) this Article VIII and collect, if due, the Termination Fee and any reimbursement or indemnity obligations under Section 5.11(c) or Section 11.3 from Buyer or pursuant to the Limited Guaranty from Guarantors, and upon payment of such amounts in accordance with Section 5.11(c), Section 11.3 and this Section 8.3(b), except in connection with an order of specific performance as and only to the extent provided in Section 11.10, (A) no Buyer Related Party shall have any further liability or obligation relating to or arising out of this Agreement, any Contract executed in connection herewith (including the Equity Financing Commitment, the Limited Guaranty and the Debt Financing Commitment, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or thereby, (B) neither Sellers nor any other Seller Related Party shall be entitled to bring or maintain any claim, action, proceeding or other Litigation against Buyer or any other Buyer Related Party arising out of or in connection with this Agreement, any Contract executed in connection herewith (including the Equity Financing Commitment, the Limited Guaranty and the Debt Financing Commitment, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, and (C) Sellers and the Seller Representative shall use their reasonable best efforts to cause any claim, action, proceeding or other Litigation pending in connection with this Agreement, any Contract executed in connection herewith (including the Equity Financing Commitment, the Limited Guaranty and the Debt Financing Commitment, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or thereby, to the extent maintained by Sellers or another Seller Related Party against Buyer or any other Buyer Related Party, to be dismissed with prejudice promptly following the payment of any such amounts. For the avoidance of doubt, (x) under no circumstances shall Sellers (directly or through the Seller Representative) be entitled to collect the Termination Fee on more than one occasion and (y) under no circumstances shall Sellers (directly or through the Seller Representative) be permitted or entitled to receive both a grant of specific performance of the obligation to close contemplated by Section 11.10 that results in the Closing occurring and any money damages, including the Termination Fee. In connection with any loss suffered as a result of any breach of any representation, covenant or agreement in this Agreement or the failure of the Closing to be consummated, or in respect of any oral representation made or alleged to have been made in connection herewith, in each case, other than in a circumstance in which the Seller Representative is permitted to terminate this Agreement and cause Tiptree or its designee to receive the Termination Fee pursuant to this Section 8.3 or any reimbursement or indemnity obligations under Section 5.11(c), Section 11.3 or the Limited Guaranty, Sellers agrees that the maximum aggregate liability of Buyer shall be limited to an amount equal to the amount of the Termination Fee plus any reimbursement or indemnity obligations under Section 5.11(c), Section 11.3 and the Limited Guaranty, and in no event shall Sellers (directly or through the Seller Representative) seek to recover any money damages in excess of such amount. In no event shall Sellers (directly or through the Seller Representative) seek equitable relief or to recover monetary damages from any Buyer Related Party in connection with the transactions contemplated by this Agreement other than (i) Buyer pursuant to (and subject to the conditions of) this Agreement and (ii) monetary damages from Guarantors pursuant to (and subject to the conditions of) the Limited Guaranty. (c) The parties acknowledge that the agreements contained in this Section are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither Purchaser nor Seller the parties would not enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Termination Fee. (a) If Seller terminates this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b8.1(c) due to (i) a breach of Buyer’s representations in Sections 5.6 or 5.8 or (ii) Buyer’s failure to obtain the vote of the requisite majority of the shareholders of Buyer to approve the Transaction at the extraordinary general meeting of Buyer’s shareholders called pursuant to Section 6.15, and provided in each case that a Target Company MAE (which for purposes hereof will be deemed to exclude paragraphs (i), (ii) and at such time all conditions (vi) of the proviso set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)the definition of Target Company MAE) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfiedhas not occurred, then Buyer shall, at Seller’s option and in Seller’s sole discretion, pay to Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) an amount equal to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 4.15 million (the “Purchaser Termination Fee”), by wire transfer of ) in immediately available funds within ten (10) Business Days after the “Purchaser Fee Election”date of such termination. Buyer acknowledges and agrees that (i) or the agreements contained in this Section 8.3 are an integral part of the Transaction Documents and the Transactions and (yii) in light of the difficulty of accurately determining actual damages with respect to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms foregoing, upon any such termination of this Agreement and payment in full of the Termination Fee pursuant to this Section 8.3, the right to such payment constitutes a reasonable estimate of the losses that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages (the “Purchaser Damages Election”and not a penalty). Notwithstanding anything to the contrary in this Agreementset forth herein, if Seller makes may pursue the Purchaser Fee Election, and Purchaser pays remedies permitted pursuant to Section 10.10 subject to the Purchaser conditions set forth therein. If the Termination Fee is due pursuant to this Section 8.3 and Buyer fails to pay such amount to Seller pursuant to the preceding sentenceterms of this Section 8.3, such Purchaser Termination Fee then Buyer shall also be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents liable for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) incurred by Seller in connection with any Action to enforce Seller’s rights under this Section 8.3 that results in a judgment by a court of competent jurisdiction against Buyer for such suitamount (or any portion thereof).

Termination Fee. (a) If this Agreement is validly terminated by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at the Closing, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”8.1(d), or otherwise fails to occur as a result of the action or inaction of the Purchaser, the Purchaser shall pay to the Equity Seller an amount in cash by wire transfer of immediately available funds equal to the Termination Fee, which shall be paid within ten (10) Business Days of the “Purchaser Fee Election”Purchaser’s receipt of the notice of such termination. (b) or (y) to irrevocably waive Seller’s right to receive If the Purchaser fails to pay the Termination Fee, as required pursuant to this Section 8.3, when due, the Termination Fee shall accrue interest for the period commencing on the date the Termination Fee became past due until paid, at a rate equal to 5% per annum. In addition, if the Purchaser fails to pay the Termination Fee, as required pursuant to this Section 8.3, when due, the Purchaser shall pay to the Seller Representative all of the costs and elect expenses (including attorneys’ fees) in connection with all actions to pursue monetary collect the Termination Fee. (c) If the Purchaser is obligated to pay the Termination Fee, the actual receipt by Seller Representative of the Termination Fee (plus any amounts payable pursuant to Section 8.3(b)) will be deemed to be liquidated damages available and the sole and exclusive remedy of the Sellers against the Purchaser Indemnitees and no Purchaser Indemnitee will have any other liability or obligation with respect to this Agreement (and the termination hereof), and the Contemplated Transactions (and the abandonment thereof) including the failure of the Closing to occur or any matter forming the basis for such termination, and neither the Sellers nor the Seller Representative will be entitled to bring or maintain any other claim, action, or proceeding (whether in contract, tort, or otherwise) against the Purchaser under or any other Purchaser Indemnitee arising out of this Agreement, any of the terms Contemplated Transactions or any matters forming the basis for such termination. Each of the parties acknowledges and agrees that (i) the agreements contained in this Section 8.3(c) are an integral part of this Agreement and the Contemplated Transactions, and (ii) in light of the “Purchaser Damages Election”). Notwithstanding anything difficulty of accurately determining actual damages with respect to the contrary foregoing, upon any such termination of this Agreement after payment in this Agreement, if Seller makes full of the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to Section 8.3(a), the preceding sentence, right to such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, payment constitutes a reasonable estimate of the Seller and its Subsidiaries against Purchaser or losses that will be suffered by reason of any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach termination of this Agreement and constitutes liquidated damages (regardless of the time of breachand not a penalty). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller The parties acknowledge and agree that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In in no event shall will the Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered on more than one occasion at the Purchaser Fee Election in accordance with this Section 9.03(a)same or at different times and the occurrence of different events. (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Termination Fee. (a) If In the event that this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b9.01(c), then Buyer shall promptly, but in no event later than three (3) and at Business Days after the date of such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied ortermination, for those conditions intended pay or cause to be satisfied at the Closingpaid to Parent or its designee, shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) an amount equal to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 154,000,000 (the “Purchaser Termination Fee”), by wire transfer of in immediately available funds (the “Purchaser Fee Election”) funds, to an account or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary accounts as directed by Parent or its designee, it being understood that in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser Buyer be required to pay the Purchaser Buyer Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)on more than one occasion. (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the The parties acknowledges acknowledge that the agreements contained in this Section 9.03 9.04 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller the parties would not enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, If Buyer fails to timely promptly to pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, Parent commences a suit an Action that results in a judgment against the other party Buyer for the amounts set forth in this Section 9.03Termination Fee, such paying party Buyer shall pay to Parent, together with the other party its reasonable Termination Fee, (i) interest on the Termination Fee from the date of the termination of this Agreement at a rate per annum equal to the prime rate as published in the Wall Street Journal effect on the date such payment was required to be made through the date such payment was actually received and documented (ii) any out-of-pocket fees, costs and expenses (including reasonable and documented attorneys’ fees and expenseslegal fees) incurred by Parent in connection with any such suitAction. (c) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is validly terminated and Parent has the right to receive the Termination Fee from Buyer pursuant to this Section 9.04, such right to receive the Termination Fee, subject to Section 10.11, shall be the sole and exclusive remedy of the Parent and its Affiliates against Buyer and its Non-Recourse Parties, or against the Debt Financing Source and their controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, shareholders and assignees (a “Lender Related Party”) for any loss or damage suffered as a result of this Agreement (including the termination thereof) or the transactions contemplated by this Agreement (or the failure of such transactions to be consummated for any reason or no reason) or for any breach of, or failure to perform under (whether willful, intentional, unilateral or otherwise), this Agreement, the Commitment Letters or the Debt Financing or any certificate or other document delivered in connection herewith or otherwise or in respect of any representation (whether oral or written) made or alleged to have been made in connection herewith or therewith and upon payment of such amount, none of the Buyer, its Non-Recourse Parties or Lender Related Parties shall have any further Liability or obligation relating to or arising out of this Agreement, the Commitment Letters or the Debt Financing or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in Contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, except for the right to seek specific performance in accordance with and subject to the terms and conditions of Section 10.11, the sole and exclusive remedy (whether at law, in equity, in Contract, in tort or otherwise) against the Buyer, its Non-Recourse Parties or the Lender Related Parties for any breach, loss, damage or failure to perform under this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith shall be for Parent to terminate this Agreement pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii) and receive payment of the Termination Fee or to be paid any amounts reimbursable under the last sentence of Section 5.04 and under Section 5.13(e), and in no event shall the Parent seek to recover any money damages or seek any other remedy (whether in equity or at law, in Contract, in tort or otherwise). For the avoidance of doubt, the foregoing shall not preclude any liability of the Debt Financing Sources to Buyer under the definitive agreements relating to the Debt Financing, nor limit the Buyer from seeking to recover any such damages or obtain equitable relief from or with respect to any Debt Financing Source pursuant to the definitive agreements relating to the Debt Financing.

Termination Fee. (a) If this Agreement is terminated (i) by Seller or Purchaser Buyer pursuant to Section 9.01(b12.05(a) and at the time of termination there shall not have been a Cincinnati Voter Rejection or (ii) by Seller pursuant to Section 12.05(c) and, at the time of such time termination, all of the conditions set forth in Section 8.01 Article X and Section 8.03 (Article XI have been satisfied other than Section 8.03(d)) shall have been satisfied or, for those 10.01 and Section 11.01 and conditions intended that by their nature are to be satisfied at the Closing, shall be but that are capable of being satisfiedsatisfied if the Closing were to occur on the date of such termination, then Seller in each such case Buyer shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) pay to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of in immediately available funds (to an account specified by Seller, an amount equal to the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee. The Termination Fee and elect to pursue monetary damages available to Purchaser due under this Section 12.06 shall be paid on the terms second Business Day immediately following the date of termination of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered contemplated by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a)12.06. (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the The parties acknowledges each acknowledge that the agreements contained in this Section 9.03 12.06 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller would enter not have entered into this Agreement, and that any amounts payable pursuant to Section 12.06 do not constitute a penalty but constitute payment of liquidated damages and that such liquidated damages are reasonable in light of the substantial but indeterminate harm anticipated to be caused by Buyer’s failure to obtain the STB Order, the difficulty of proof of loss of damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated thereunder. Accordingly, if Purchaser or Seller, as the case may be, fails If Buyer does not pay any amount payable pursuant to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.0312.06, and, in order and Seller commences a suit to obtain such payment, Purchaser or Seller, as the case may be, commences a then (i) if such suit that results in a judgment against the other party Buyer for the amounts Termination Fee set forth in this Section 9.0312.06 or any portion of such fee, such paying party Buyer shall pay the other party its reasonable and documented to Seller Seller’s costs and expenses (including reasonable attorneys’ fees and documented expenses) in connection with such suit, or (ii) if such suit results in a judgment in favor of Buyer, Seller shall pay to Buyer Buyer’s costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit.

Termination Fee. (a) In the event of termination of this Agreement by RSI pursuant to Section 7.1(g), RSI shall make payment to Columbia of the Termination Fee. (b) In the event of termination of this Agreement by Columbia pursuant to Section 7.1(f), so long as at the time of such termination Columbia is not in material breach of any representation, warranty or material covenant contained herein, RSI shall make payment to Columbia of the Termination Fee. (c) If (i) this Agreement is terminated by Seller or Purchaser either party pursuant to Section 9.01(b7.1(b) or by Columbia pursuant to Section 7.1(e) if the breach giving rise to such termination was knowing or intentional and (ii) at the time of such time all conditions set forth termination Columbia is not in material breach of any representation, warranty or material covenant contained herein and (iii) prior to the RSI Depositors Meeting, if required (in the case of termination pursuant to Section 8.01 and Section 8.03 (other than Section 8.03(d7.1(b)) or the date of termination (in the case of termination pursuant to Section 7.1(e)), a Superior Proposal has been publicly announced, disclosed or communicated and (iv) within twelve (12) months of such termination RSI shall have been satisfied orconsummate or enter into any agreement with respect to a Superior Proposal, for those conditions intended RSI shall make payment to be satisfied at Columbia of the Closing, Termination Fee. (d) The Termination Fee payable pursuant to this Section 7.2 shall be capable of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), made by wire transfer of immediately available funds within two (the “Purchaser Fee Election”2) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms Business Days after notice of this Agreement (the “Purchaser Damages Election”)demand for payment. Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the The parties acknowledges acknowledge that the agreements contained in this Section 9.03 7.2 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller Columbia would not enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails The amount payable by RSI pursuant to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, 7.2 constitutes liquidated damages and not a penalty and shall be the sole remedy of Columbia in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against event of termination of this Agreement on the other party for the amounts set forth bases specified in this Section 9.03, such paying party 7.2. Nothing in this Agreement shall pay in any way limit the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) right of RSI to seek a remedy at law or in connection with such suitequity in the event of a breach of this Agreement by Columbia.

Termination Fee. (a) If In the event that Parent Group on the one hand or PURO on the other refuses to consummate the transactions contemplated by this Agreement is terminated by Seller or Purchaser pursuant to Section 9.01(b) and at such time all conditions set forth in Section 8.01 and Section 8.03 (other than Section 8.03(d)) shall have been satisfied or, for those conditions intended to be satisfied at after the Closing, shall be capable execution of being satisfied, then Seller shall irrevocably elect no later than 5:00 p.m. Eastern Time on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Termination Fee”) not later than the day of such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of through the termination of this Agreement pursuant to Sections 9.1, 9.2 , 9.3 or 9.4 hereof, as applicable, such party shall be in breach of this Agreement (the “Breaching Party”), the Breaching Party on one hand shall pay to the non-Breaching Party on the other a termination fee in an amount equal to Two Million Dollars ($2,000,000) (the “Termination Fee”); provided that if a Termination Fee (as defined in the LED Supply Merger Agreement) is paid pursuant to the LED Supply Merger Agreement, the Termination Fee as contemplated in this Section 9.01(c)(ii9.7 shall not be payable (the intent being that a Termination Fee (as defined herein or in the LED Supply Merger Agreement) shall be payable only once pursuant to this Agreement or the LED Supply Merger Agreement and that the aggregate amount recoverable in respect of a termination fee pursuant to this Section 9.01(d)(ii). (c) Each 9.7 and Section 9.7 of the LED Supply Merger Agreement shall be limited to an aggregate of $2,000,000). Any Termination Fee shall be paid by a wire transfer of immediately available funds to an account designated by the non-Breaching Party on the Business day immediately following the date of termination of this Agreement. The parties acknowledges acknowledge and agree that the agreements contained in this Section 9.03 9.7 are an integral part of the transactions contemplated by this Agreement, that the amounts (if any) payable pursuant to Section 9.03(a) or Section 9.03(b) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Purchaser or Seller, as applicable, in the circumstances in which such termination fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and that, without these agreements, neither Purchaser nor Seller the parties would not enter into this Agreement. Accordingly; accordingly, if Purchaser or Seller, as the case may be, non-Breaching Party fails to timely pay the Seller Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with pursuant to this Section 9.039.7, and, and in order to obtain such payment, Purchaser the non-Breaching Party commences any action, suit or Seller, as the case may be, commences a suit that proceedings which results in a judgment against the other party for Breaching Party, the amounts set forth in this Section 9.03, such paying party Breaching Party shall pay the other party non-Breaching Party its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suitaction, suit or proceeding. The parties agree that (except in the case of Fraud or any willful breach of any representation, warranty or covenant or agreement contained herein occurring prior to such termination and except for the parties’ rights under Article 10), upon termination of this Agreement under the circumstances that entitle the non-Breaching Party to the Termination Fee, the Termination Fee shall be the sole and exclusive remedy available to the non-Breaching Party and its Affiliates against the non-Breaching Party and its Affiliates for all Losses suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon the payment of the Termination Fee in such circumstances (except in the case of Fraud or any willful breach of any representation, warranty or covenant or agreement contained herein occurring prior to such termination and except for the parties’ rights under Article 10) the Breaching Party shall have no further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby; provided, that any Termination Fee received by the non-Breaching Party shall reduce the amount of damages payable by any Breaching Party, if any, in respect of any such Fraud or willful breach.

Termination Fee. (a) If this Agreement is validly terminated by Seller or Purchaser the Representative pursuant to Section 9.01(b8.01 (Termination) other than pursuant to Section 8.01(a) (the section referring to mutual written consent) and at such time all of termination (i) the conditions to Closing set forth in Section 8.01 3.01 (Conditions to the Purchaser’s and Section 8.03 the Merger Sub’s Obligations) (other than Section 8.03(d)those to be satisfied at the Closing itself, which shall be capable of satisfaction as of such date) shall have been satisfied oras of the date of termination, for those conditions intended (ii) the Purchaser has failed to be satisfied at consummate the Closing in breach of Section 2.01 (The Closing), shall be capable (iii) the proceeds of being satisfiedthe Debt Financing (or Alternative Financing) are not available to the Purchaser on the terms set forth in the Debt Commitment Letter on the date of termination, and (iv) the Purchaser and Merger Sub are not otherwise in material breach of Section 5.08 (Financial Capacity) or Section 7.09 (Financing) (clauses (i), (ii), (iii) and (iv) collectively, the “Specified Financing Failure Termination Event”), then Seller the Purchaser shall irrevocably elect no later than 5:00 p.m. Eastern Time pay to the Company a fee equal to the Financing Failure Termination Fee set forth on the fifth Business Day following such termination either (x) to require Purchaser to pay Seller, promptly following such election, a termination fee of $2,300,000 Fee Schedule (the “Purchaser Termination Fee”), by wire transfer of immediately available funds (the “Purchaser Fee Election”) or (y) to irrevocably waive Seller’s right to receive the Purchaser Termination Fee and elect to pursue monetary damages available to Purchaser under the terms of this Agreement (the “Purchaser Damages Election”). Notwithstanding anything to the contrary in this Agreement, if Seller makes the Purchaser Fee Election, and Purchaser pays the Purchaser Termination Fee pursuant to the preceding sentence, such Purchaser Termination Fee shall be the sole and exclusive remedy, including on account of punitive damages, of the Seller and its Subsidiaries against Purchaser or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of such termination. For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach). If Seller makes the Purchaser Damages Election, then Seller shall be entitled to pursue monetary damages for only those Losses incurred or suffered by Seller that were the result of fraud or material breach by the Purchaser of its representations and warranties or covenants under this Agreement (other than Section 5.14, which shall be subject to claims for breach without regard to materiality) prior to termination. In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a). (b) If this Agreement is terminated pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii), then Seller shall pay Purchaser $2,300,000 (the “Seller Financing Failure Termination Fee”) not later than the day of within five (5) Business Days after such termination, by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole The parties hereto acknowledge and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii). (c) Each of the parties acknowledges agree that the agreements agreement contained in this Section 9.03 are 8.02(a) is an integral part of the transactions contemplated by hereby, that without this agreement the parties hereto would not have entered into this Agreement, and that the amounts (if any) any amount payable pursuant to this Section 9.03(a8.02(a) or Section 9.03(b) are does not constitute a penalty but rather shall constitute liquidated damages in a reasonable amount that will to compensate the Company and the Sellers. Payment of the Financing Failure Termination Fee shall be the Company’s sole and exclusive remedy against the Purchaser, Merger Sub and any of their respective former, current and future Affiliates, representatives, shareholders, members, managers, partners, successors and assigns (collectively, the “Purchaser Related Parties”) or Seller, as applicable, any lender participating in the circumstances in which such termination fee is payable for the efforts Debt Financing and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation its Affiliates following a Specified Financing Failure Termination Event. Upon payment of the consummation Financing Failure Termination Fee in accordance with the terms of this Agreement, none of the Company, any Company Subsidiary, the Representative, any Seller or any of their Affiliates shall have any rights or claims against any of the Purchaser Related Parties or any lender participating in the Debt Financing and its Affiliates relating to this Agreement, including under Section 8.04 (Specific Performance), or any of the transactions contemplated hereby, or in respect of any oral representations made or alleged to be made in connection herewith, whether at law or equity, in contract (including under the Limited Guaranty), in tort or otherwise, and thatnone of the Purchaser Related Parties or any lender participating in the Debt Financing and its Affiliates shall have any further liability or obligation to the Company, without these agreementsany Company Subsidiary, neither the Representative, any Seller or any of their Affiliates relating to or arising out of this Agreement or any of the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. The parties hereto acknowledge and agree that in no event shall the Purchaser nor Seller would enter into this Agreement. Accordingly, if Purchaser or Seller, as the case may be, fails be required to timely pay the Seller Financing Failure Termination Fee or Purchaser Termination Fee, as applicable, when due in accordance with this Section 9.03, and, in order to obtain such payment, Purchaser or Seller, as the case may be, commences a suit that results in a judgment against the other party for the amounts set forth in this Section 9.03, such paying party shall pay the other party its reasonable and documented costs and expenses on more than one (including reasonable and documented attorneys’ fees and expenses1) in connection with such suitoccasion.