Common use of Termination Fee Clause in Contracts

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%).”

Termination Fee. The (a) Notwithstanding Section 9.3 above, in the event that (i) there is a termination of this Agreement by the Purchaser or Parent pursuant to Section 9.1(e) and (ii) within one hundred and twenty (120) days after the date of the termination of this Agreement, the Company or its Affiliates enter into an Alternative Transaction, the Company shall pay a termination fee equal to Parent seventy-five percent (75%) of the Expenses documented and actually incurred by the Parent, the Purchaser and their respective Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement and the transactions contemplated hereby, including the Registration Statement and the Tender Offers, up to a maximum amount of $23,040,000 300,000 (the “Company Termination Fee”). (b) Notwithstanding Section 9.3 above, in the event that (i) there is a termination of this Agreement by the Company pursuant to Section 9.1(d) and (ii) within one hundred and twenty (120) days after the date of the termination of this Agreement, the Parent, Purchaser or their respective Affiliates enter into an Alternative Transaction, the Parent and the Purchaser shall jointly and severally pay a termination fee equal to seventy-five percent (75%) of the Expenses documented and actually incurred by the Company and its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement and the transactions contemplated hereby, including the Registration Statement and the Tender Offers, up to a maximum amount of $300,000 (the “Purchaser Termination Fee” and each of the Purchaser Termination Fee and the Company Termination Fee, a “Termination Fee”). (c) The applicable Termination Fee shall be paid, within ten (10) Business Days after the Party required to pay such Termination Fee receives the documented Expenses, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentthe Party entitled to receive such Termination Fee. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Termination Fee is payable, the payment of the Termination Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the recipient(s) of the Termination Fee would otherwise be entitled to assert against the liable Party or its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or stockholders with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to such Parties. Except for nonpayment of the Termination Fee, the Parties hereby agree that, upon termination of this Agreement in circumstances where the Termination Fee is payable, in no event that: shall the other Parties (i) seek to obtain any recovery or judgment against the Party liable for the Termination Fee or its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or stockholders or (Aii) this Agreement is terminated by Parent be entitled to seek or the Company pursuant to Section 9.1(b)(i)(A) obtain any other damages of any kind, including consequential, indirect or Section 9.1(b)(i)(B) (punitive damages; provided, that with respect to such termination by the Companyforegoing shall not limit (x) any Party from Liability for any willful breach of any representation, the right to terminate warranty, covenant or obligation under this Agreement pursuant or any action or omission that constitutes fraud, in either case, prior to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery termination of this Agreement and prior (subject to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (CArticle X) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; the rights of any Party to seek specific performance or other injunctive relief in which case the Termination Fee shall be payable within two (2) Business Days after the earlier lieu of the events in clause (C)(x) or (y); (ii) terminating this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Agreement.”

Termination Fee. (a) The Company shall pay will pay, or cause to Parent $23,040,000 be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: ) (i) if this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b) or Section 8.03(c), or (iii) if (A) this Agreement is terminated by Parent or either the Company or THL pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B8.02(a) (provided, except in the case that with respect to such termination by the Company, the right to terminate this Agreement THL Termination Fee is payable pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i8.06(b)(ii); ), (B) following after the execution and delivery of this Agreement date hereof and prior to such the termination of this Agreement, an Acquisition Proposal shall have a Competing Transaction has been made known to the Company, or has been publicly announced or shall have become publicly disclosed or publicly known; and not withdrawn, and (C) within twelve (12) months following of such termination of this Agreement, (x) the Company or a Subsidiary any of the Company its Subsidiaries consummates or enters into a any definitive agreement in connection with any third party with respect a Competing Transaction (provided that for purposes of this Section 8.06(a), all references to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; “20%” in which case the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee shall be payable paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within two ten (210) Business Days after Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the events entry by the Company or its Subsidiary into such definitive agreements in clause (C)(x) connection with the Competing Transaction or (y);consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (iib) THL will pay, or cause to be paid, to the Company an amount equal to US$60,000,000 (the “THL Termination Fee”) (i) if this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or 8.03(a) or 8.03(d) or (iiiii) if (x) this Agreement is terminated by Parent the Company or THL pursuant to Section 9.1(d)(ii8.02(a) or Section 9.1(d)(iii8.02(b) (to the extent the relevant Order is imposed by applicable PRC Governmental Authority primarily relating to any PRC Regulatory Filing), (y) the condition set forth in Section 7.01(a) (to the extent the relevant Order is imposed by applicable PRC Governmental Authority primarily relating to any PRC Regulatory Filing) and/or the condition set forth in Section 7.02(e) has not been satisfied and has not been waived as of the date of such termination, but all other conditions set forth in Section 7.01 and Section 7.02 otherwise have been satisfied (other than those conditions that by their nature are to be satisfied at Closing, but which case conditions would have been satisfied if the Closing Date were the date of such termination) or waived, and (z) the Company has complied with its covenants in Section 6.06 with respect to relevant PRC Regulatory Filings in all material respects, such payment to be made as promptly as possible (but in any event within ten (10) Business Days) following such termination by wire transfer of same day funds; it being understood that in no event shall THL be required to pay the THL Termination Fee on more than one occasion. (c) In the event that the Company fails to pay the Company Termination Fee, or THL fails to pay the THL Termination Fee, when due and in accordance with the requirements of this Agreement, the Company or THL, as the case may be, shall reimburse the other party for reasonable costs and expenses actually incurred or accrued by the other party (including fees and expenses of counsel) in connection with the collection under and enforcement of this Section 8.06, together with interest on such unpaid Company Termination Fee or THL Termination Fee, as the case may be, commencing on the date that the Company Termination Fee or THL Termination Fee, as the case may be, became due, at the prime rate as published in the Wall Street Journal Table of Money Rates on such date plus 1.00%. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder. (d) Each of the Company, THL and Parent acknowledges that (i) the agreements contained in this Section 8.06 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or THL Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 8.06(a) or Section 8.06(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate THL or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 8.06, the parties hereto would not have entered into this Agreement. (e) Notwithstanding any other provision of this Agreement but subject to Section 9.08, in the event that THL or Parent fails to effect the Merger for any reason or no reason or they otherwise breach this Agreement (whether willfully, intentionally, unintentionally or otherwise) or otherwise fail to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then the Company’s right to terminate this Agreement and receive the THL Termination Fee pursuant to Section 8.06(b) and the expenses pursuant to Section 8.06(c) shall be payable within two the sole and exclusive remedy (2whether at law, in equity, in contract, in tort or otherwise, except any available equitable remedies in accordance with Section 9.08) Business Days after such terminationof any Group Company and all members of the Company Group (as defined below) against (i) THL and Parent, (ii) the former, current and future direct or indirect holders of any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, successors or assignees of THL or Parent, (iii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to THL or Parent or (iv) any former, current or future direct or indirect holders of any equity, stock, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, successors or assignees of any of the foregoing (clauses (i) through (iv), collectively, the “THL Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Merger or the other Transactions to be consummated (whether willfully, intentionally, unintentionally or otherwise). For purposes the avoidance of doubt, without limitation to the Company’s remedies pursuant to Section 9.08, (A) neither THL nor any other member of the references THL Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment of the THL Termination Fee pursuant to an Section 8.06(b) and the expenses pursuant to Section 8.06(c), and (B) in no event shall any Group Company, the direct or indirect shareholders of the Company or any other Group Company, or any of their respective Affiliates, directors, officers, employees, members, managers, partners, representatives, advisors or agents of the foregoing, (collectively, the “Acquisition Proposal” Company Group”) seek, or an “Acquisition Transaction” permit to be sought, on behalf of any member of the Company Group, any monetary damages from any member of the THL Group in connection with this Agreement or any of the Transactions other than (without duplication) from THL or Parent to the extent provided in Section 9.3(b)(i8.06(b) and Section 8.06(c). (f) Notwithstanding any other provision of this Agreement but subject to Section 9.08, in the event that Company fails to effect the Merger for any reason or no reason or otherwise breaches this Agreement (whether willfully, intentionally, unintentionally or otherwise) or otherwise fails to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), all references then THL’s right to “twenty percent (20%)” in terminate this Agreement and receive the definition of “Acquisition Transaction” Company Termination Fee pursuant to Section 8.06(a) and the expenses pursuant to Section 8.06(c) shall be deemed the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise, except any available equitable remedies in accordance with Section 9.08) of THL and Parent against any member of the Company Group for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Merger or the other Transactions to be references consummated (whether willfully, intentionally, unintentionally or otherwise). For the avoidance of doubt, without limitation to “fifty percent THL’s and Parent’s remedies pursuant to Section 9.08, (50%A) none of the Group Companies shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment of the Company Termination Fee pursuant to Section 8.06(a) and the expenses pursuant to Section 8.06(c), and (B) in no event shall any member of the THL Group seek, or permit to be sought, on behalf of any member of the THL Group, any monetary damages from any member of the Company Group in connection with this Agreement or any of the Transactions, other than (without duplication) from any of the Group Companies to the extent provided in Section 8.06(a) and Section 8.06(c).”

Termination Fee. The In recognition of the efforts, expenses and other opportunities foregone by ▇▇▇▇▇ and Company while structuring and pursuing the Merger: (i) Company shall pay to Parent $23,040,000 (the “Termination Fee”), Buyer by wire transfer of immediately available funds a termination fee equal to an account or accounts designated in writing by Parent, $21.0 million (the “Termination Fee”) in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate Buyer terminates this Agreement pursuant to Section 9.1(b)(i8.01(f)(i), in which case Company shall pay the Termination Fee as promptly as practicable (but in any event within three (3) is then Business Days of termination); and (ii) Buyer shall pay to Company by wire transfer of immediately available funds a termination fee equal to Parent) or by Parent the Termination Fee in the event Company terminates this Agreement pursuant to Section 9.1(d)(i8.01(f)(ii); , in which case Buyer shall pay the Termination Fee as promptly as practicable (Bbut in any event within three (3) following Business Days of termination). (b) In the execution and delivery event that after the date of this Agreement and prior to such the termination of this Agreement, an a bona fide Company Acquisition Proposal shall have been publicly announced communicated to or otherwise made known to the board of directors or senior management of Company or shall have become been made directly to its shareholders generally or any person shall have publicly disclosed announced (and not withdrawn at least two (2) Business Days prior to the Company Meeting) a Company Acquisition Proposal and (A) thereafter this Agreement is terminated by either Buyer or publicly known; Company pursuant to Section 8.01(e) without the Requisite Company Shareholder Approval having been obtained or pursuant to Section 8.01(g)(i) or (B) thereafter this Agreement is terminated by Buyer pursuant to Section 8.01(c) or Section 8.01(d), and (C) within prior to the date that is twelve (12) months following after the date of such termination of this Agreementtermination, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party or consummates a transaction with respect to an a Company Acquisition Transaction Proposal (whether or not the same Company Acquisition Proposal as that referred to above), then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to the Termination Fee. (c) In the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Buyer Acquisition Proposal shall have been communicated to or otherwise made known to the board of directors or senior management of Buyer or shall have been made directly to its shareholders generally or any person shall have publicly announced (and not withdrawn at least two (2) Business Days prior to the Buyer Meeting) a Buyer Acquisition Proposal and (A) thereafter this Agreement is terminated by either Company or Buyer pursuant to Section 8.01(e) without the Requisite Buyer Shareholder Approval having been obtained or pursuant to Section 8.01(g)(ii) or (yB) an thereafter this Agreement is terminated by Company pursuant to Section 8.01(c) or Section 8.01(d), and (C) prior to the date that is twelve (12) months after the date of such termination, Buyer enters into a definitive agreement or consummates a transaction with respect to a Buyer Acquisition Transaction is consummated; in which case Proposal (whether or not the same Buyer Acquisition Proposal as that referred to above), then Buyer shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Company, by wire transfer of same day funds, a fee equal to the Termination Fee Fee. (d) If this Agreement is terminated by either Company or Buyer (i) pursuant to Section 8.01(e), and at the time of such termination, the condition set forth in Section 7.01(f) is not satisfied, and (ii) at the time of such termination, all conditions set forth in Section 7.01, Section 7.02 and Section 7.03 (other than the condition set forth in Section 7.01(f)) have been satisfied (or if any such conditions are by their nature to be satisfied at the Closing, would have been capable of being satisfied or, to the extent permitted by applicable Law, waived on the date of such termination), then Buyer shall be payable reimburse Company for expenses actually incurred by Company, or which Company is contractually obligated to pay, in connection with this Agreement and the transactions contemplated hereby within two (2) Business Days after the earlier later of such termination or Company’s written notice to Buyer of the events expenses and corresponding amounts for which Company seeks reimbursement under this sentence. (e) Company and Buyer each agree that the agreements contained in clause this Section 8.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Buyer would not enter into this Agreement; accordingly, if Company fails promptly to pay any amounts due under this Section 8.02 and, in order to obtain such payment, ▇▇▇▇▇ commences a suit that results in a judgment against Company for such amounts, Company shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (C)(xx) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication), designated therein as the prime rate on the date such payment was due, (y);) plus 200 basis points, together with the costs and expenses of Buyer (including reasonable legal fees and expenses) in connection with the suit. The amounts payable by Company and Buyer pursuant to this Section 8.02, constitute liquidated damages and not a penalty, and, except in the case of fraud or a Willful Breach, shall be the sole monetary remedy of the other party in the event of a termination of this Agreement specified in this Section 8.02. (iif) Notwithstanding anything to the contrary set forth in this Agreement, if Company pays or causes to be paid to Buyer or to Buyer Bank the Termination Fee, neither Company nor Company Bank (or any successor in interest of Company or Company Bank) nor any of their officers, directors or affiliates will have any further obligations or liabilities to Buyer or Buyer Bank with respect to this Agreement is terminated or the transactions contemplated by the this Agreement, and if Buyer pays or causes to be paid to Company pursuant or to Section 9.1(c)(ii), in which case Company Bank the Termination Fee shall be payable concurrently or the expense reimbursement under Section 8.02(d), neither Buyer nor Merger Sub nor Buyer Bank (or any successor in interest of Buyer or Buyer Bank) nor any of their officers, directors or affiliates will have any further obligations or liabilities to Company or Company Bank with and as a condition respect to the effectiveness of such termination; or (iii) this Agreement is terminated or the transactions contemplated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii)this Agreement, in which each case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” except in the definition case of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)fraud or a Willful Breach.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) a Takeover Proposal shall have been made, proposed or communicated, after the date of this Agreement and not withdrawn prior to the Company Stockholders Meeting or prior to the termination of this Agreement if there has been no Company Stockholders Meeting, and (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by Parent or the Company or Parent pursuant to Section 9.1(b)(i)(A7.1(b)(i) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent7.1(b)(iii) or by Parent pursuant to Section 9.1(d)(i); (B7.1(c)(i) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction any Takeover Proposal, or (y) an Acquisition Transaction any Takeover Proposal is consummated, in either case within twelve (12) months after the date of this Agreement; provided that for purposes of clause (c) of this Section 7.3(a)(i) the reference to 20% in which case the Termination Fee definition of “Takeover Proposal” shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y);deemed to be references to 50%; or (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii7.1(d)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii7.1(c)(ii); then, in any such event under clause (i), (ii) or (iii) of this Section 9.1(d)(iii7.3(a), in which case the Company shall pay as directed by Parent the Company Termination Fee shall be payable (as defined below), by wire transfer of immediately available funds (x) in the case of Section 7.3(a)(iii), within two (2) Business Days after such termination. For purposes , (y) prior to or currently with such termination if pursuant to Section 7.1(d)(ii), or (z) in the case of Section 7.3(a)(i), two (2) Business Days after the earlier of the references entry into a Company Acquisition Agreement or the consummation of a Takeover Proposal; it being understood that in no event shall the Company be required to an pay the Termination Fee on more than one occasion. As used herein, “Acquisition ProposalCompany Termination Fee” shall mean a cash amount equal to $525,000. In the event that the Parent or an “Acquisition Transaction” in Merger Sub shall receive full payment pursuant to this Section 9.3(b)(i7.3(a), all references to “twenty percent (20%)” in the definition receipt of “Acquisition Transaction” the Parent Termination Fee shall be deemed to be references liquidated damages for any and all losses or damages suffered or incurred by, and shall be the sole and exclusive remedy of, the Parent and Merger Sub or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment or termination hereof) or any matter forming the basis for such termination, and neither the Parent nor Merger Sub nor any other Person shall be entitled to bring or maintain any Action against the Company arising out of or in connection with this Agreement, any of the transactions contemplated hereby (or the abandonment or termination hereof) or any matters forming the basis for such termination. (b) In the event that the Company shall terminate this Agreement pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), then, if at such time, the Company is not in material breach of any representations, warranties, covenants or other agreements hereunder that would result in the conditions to Closing set forth in Section 6.2 not being satisfied and all conditions to Parent’s and Merger Sub’s obligations to consummate the Merger shall have been satisfied, then Parent shall pay to the Company a termination fee of $525,000 in cash (the “fifty percent Parent Termination Fee”), such payment to be made by wire transfer of same day funds within five (50%5) Business Days after the termination of this Agreement; it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. In the event that the Company shall receive full payment pursuant to this Section 7.3(b), the receipt of the Parent Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by, and shall be the sole and exclusive remedy of, the Company or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby and thereby (and the abandonment or termination thereof) or any matter forming the basis for such termination, and neither the Company nor any other Person shall be entitled to bring or maintain any Action against Parent or Merger Sub arising out of or in connection with this Agreement, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination.” (c) Each of the parties hereto acknowledge that the agreements contained in this Section 7.3 are an integral part of the Transactions, and that without these agreements, the other party would not enter into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 7.3, and, in order to obtain the payment, Parent or the Company, as the case may be, commences a suit which results in a judgment against the other party for the payment set forth in this Section 7.3, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such suit, 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.

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent6.1(d) or by Parent pursuant to Section 9.1(d)(i6.1(g) or Section 6.1(i); , (B) following any Alternative Acquisition Proposal has been made known to the execution and delivery Company or publicly announced by any Person (other than by Parent, Merger Sub or their respective affiliates) and, in either case, not withdrawn after the date of this Agreement and but prior to such termination of this Agreementor, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; with respect to a termination pursuant to Section 6.1(d), prior to the Company Stockholders Meeting and (C) the Company (I) completes an Alternative Acquisition Proposal within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company date this Agreement is terminated or (II) enters into a definitive agreement with any third party with respect to an any Alternative Acquisition Transaction or Proposal, within twelve (y12) an months of the date this Agreement is terminated, and such Alternative Acquisition Transaction Proposal is consummated; consummated (provided, that for purposes of clause (C), the references to “20%” in which case the Termination Fee definition of Alternative Acquisition Proposal shall be payable deemed to be references to “50%”), then within two (2) Business Days after of such consummation, the earlier of Company shall pay to Parent by wire transfer the events in clause (C)(x) or (y)Company Termination Fee; (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii6.1(f), in which case then prior to or substantially concurrently with such termination the Company shall pay to Parent the Company Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such terminationby wire transfer; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii6.1(e), in which case then within two Business Days of such termination, the Company shall pay to Parent the Company Termination Fee by wire transfer; it being understood that in no event shall the Company be payable within two (2) Business Days after such termination. For purposes of required to pay the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Company Termination Fee on more than one occasion.”

Termination Fee. The (a) If this Agreement is terminated pursuant to Section 8.1(c)(ii) or 8.1(d)(ii) then the Company shall pay to Parent Newco $23,040,000 135 million (the “Termination Fee”) not later than the day of such termination. If this Agreement is terminated pursuant to Section 8.1(b)(i), Section 8.1(b)(ii) (unless the closing conditions that have not been satisfied at such time are solely within the control of Newco), Section 8.1(d)(i) or Section 8.1(d)(iii) then, in the event that, (i) after the date hereof and prior to such termination, any Third Party shall have publicly made, proposed, communicated or disclosed an intention to make a Takeover Proposal and (ii) within nine (9) months of the termination of this Agreement, the Company enters into a definitive agreement with a Third Party with respect to a Takeover Proposal (with all percentages in the definition of Takeover Proposal increased to 50%) (other than any transaction described in clauses (i) through (iii) of the definition of Takeover Proposal solely by the Principal Stockholders who shall be permitted to obtain financing from commercial banking institutions required for such transactions) or any Takeover Proposal (with all percentages in the definition of Takeover Proposal increased to 50%) involving the Company (or in the event of a recapitalization of the Company or any of its Subsidiaries by the Principal Stockholders referred to in this clause (ii), such recapitalized entity ) is consummated, then the Company shall pay, or cause to be paid to, Newco the Termination Fee upon the earlier to occur of (x) execution by the Company of a definitive agreement with respect to such a Takeover Proposal and (y) consummation of such Takeover Proposal. The Termination Fee shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing to the Company by ParentNewco. For the avoidance of doubt, in the no event that: shall (i) the Company be obligated to pay, or cause to paid, the Termination Fee on more than one occasion and (Aii) the Company’s maximum aggregate liability under this Agreement, including damages under Section 8.2(c) and this Section 8.4(a), shall not exceed $135 million. (b) The Company acknowledges that the agreements contained in this Section 8.4 are an integral part of the transactions contemplated by this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Termination Fee is terminated by Parent or payable are uncertain and incapable of accurate calculation and that the Company amounts payable pursuant to Section 9.1(b)(i)(A8.4(a) or Section 9.1(b)(i)(B) (providedare reasonable forecasts of the actual damages which may be incurred and constitute liquidated damages and not a penalty, that with respect and that, without these agreements, Newco would not enter into this Agreement; accordingly, if the Company fails to promptly pay the Termination Fee, and, in order to obtain such termination by payment Newco commences a suit which results in a judgment against the CompanyCompany for the Termination Fee, the right Company shall pay to terminate this Agreement pursuant to Section 9.1(b)(iNewco its costs and expenses (including attorney’s reasonable fees) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to in connection with such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)suit.”

Termination Fee. The (i) If this Agreement is terminated (A) by the Investor pursuant to Section 10.01(c)(i) or Section 10.01(c)(ii) or (B) by the Company pursuant to Section 10.01(d)(i), then in each case the Company shall pay to Parent Investor in immediately available funds $23,040,000 30,000,000 (the “Termination Fee”), in the case of a termination by wire transfer of immediately available funds to an account or accounts designated in writing by Parentthe Investor, within one Business Day after such termination and, in the event that:case of a termination by the Company, immediately before and as a condition to the effectiveness of such termination. (iii) If (A) this Agreement is terminated by Parent the Investor or the Company pursuant to Section 9.1(b)(i)(A10.01(b)(i) or Section 9.1(b)(i)(B) (provided10.01(b)(iii), that with respect to such termination or by the Company, the right to terminate this Agreement Investor pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i10.01(c)(iii); , (B) following after the execution and delivery date of this Agreement and (x) prior to such termination (in the case of this Agreementa termination pursuant to Section 10.01(b)(i) or Section 10.01(c)(iii)) or (y) prior to the Company Stockholder Meeting (in the case of a termination pursuant to Section 10.01(b)(iii)), an Acquisition Proposal shall have been publicly announced or shall have become otherwise communicated to the Company Board and not unconditionally withdrawn (and, if such Acquisition Proposal was publicly disclosed or announced, publicly known; and unconditionally withdrawn) and (C) within twelve (12) 12 months following the date of such termination of this Agreementtermination, the Company (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or Proposal, (y) recommends an Acquisition Transaction is consummated; Proposal to its stockholders or (z) consummates an Acquisition Proposal, then the Company shall pay to the Investor in which case immediately available funds, concurrently with the Termination Fee shall be payable within two (2) Business Days after the earlier occurrence of the events applicable event described in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(iiC), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness Fee. Solely for purposes of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii12.03(b)(ii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” shall mean any transaction described in the definition of “Acquisition TransactionProposal” in Section 1.01 of this Agreement except that all references to “15%” therein shall be deemed to be references to “fifty percent (5035%)”.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii) or by Parent or Merger Sub pursuant to Section 9.1(d)(ii), in which case then the Company shall (i) pay the Termination Fee shall be payable concurrently with and as a condition (ii) reimburse in its entirety the amount of the Initial Panthera Termination Fee and Parent’s payment to the effectiveness Company of the other payments of the Panthera Termination Fee or portions thereof, such termination; oramounts to be paid as directed in writing by Parent, at or prior to the time of termination in the case of a termination pursuant to Section 9.1(c)(ii) or as promptly as possible (but in any event within two Business Days) following termination of this Agreement in the case of a termination pursuant to Section 9.1(d)(ii). (iiib) In the event that this Agreement is terminated by Parent or Merger Sub, on the one hand, or the Company, on the other hand, pursuant to Section 9.1(d)(ii9.1(b)(iii) (or is terminated by the Company pursuant to a different section of Section 9.1 at a time when this Agreement was terminable pursuant to Section 9.1(b)(iii)) or by Parent or Merger Sub pursuant to Section 9.1(d)(i) (or is terminated by the Company, Parent or Merger Sub pursuant to a different section of Section 9.1 at a time when this Agreement was terminable pursuant to Section 9.1(d)(i)) and, at any time after the date of this Agreement and prior to the Company Stockholder Meeting (in the case of a termination pursuant to Section 9.1(b)(iii)) or prior to the breach giving rise to the right of termination (in the case of a termination pursuant to Section 9.1(d)(i)), a bona fide, written Company Acquisition Proposal involving the purchase of not less than a majority of the outstanding voting securities of the Company shall have been publicly announced or publicly made known and, in the case of termination pursuant to Section 9.1(b)(iii), not publicly withdrawn at least two Business Days prior to the Company Stockholder Meeting, and if within twelve months after such termination pursuant to Section 9.1(b)(iii) or Section 9.1(d)(iii)9.1(d)(i) the Company or any of its Subsidiaries enters into a definitive agreement with respect to, in which case or consummates, any Company Acquisition Proposal involving the purchase of not less than a majority of the outstanding voting securities of the Company, then, on the date of such execution or consummation, the Company shall pay the Termination Fee as directed in writing by Parent, less the amount of any Parent Expenses previously paid to Parent by the Company pursuant to Section 9.2(c); provided, that the amount of any previous reimbursement of Parent’s payment of the Panthera Termination Fee pursuant to Section 9.2(c) shall not reduce the amount of the Termination Fee paid to Parent. (c) In the event that this Agreement is terminated by Parent or Merger Sub, on the one hand, or the Company, on the other hand, pursuant to Section 9.1(b)(iii) (or is terminated by the Company pursuant to a different section of Section 9.1 at a time when this Agreement was terminable pursuant to Section 9.1(b)(iii)) or by Parent or Merger Sub pursuant to Section 9.1(d)(i) (or is terminated by the Company, Parent or Merger Sub pursuant to a different section of Section 9.1 hereof at a time when this Agreement was terminable pursuant to Section 9.1(d)(i)) under circumstances in which the Termination Fee is not payable pursuant to this Section 9.2, then the Company shall (i) pay as promptly as possible (but in any event within two Business Days) following receipt of an invoice therefor all of Parent’s actual and reasonably documented out-of-pocket fees and expenses (including reasonable legal fees and expenses) actually incurred by Parent and its Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement, which, in any event, shall not be greater than $15,000,000 (“Parent Expenses”) as directed in writing by Parent, and (ii) as promptly as possible, reimburse in its entirety the amount of the Initial Panthera Termination Fee and Parent’s payment to the Company of the other payments of the Panthera Termination Fee or portions thereof, such amounts to be paid as directed in writing by Parent at or prior to the time of termination; provided, that the existence of circumstances which could require the Termination Fee to become subsequently payable by the Company pursuant to Section 9.2(b) shall not relieve the Company of its obligations to pay the Parent Expenses and reimburse Parent of its payment of the Panthera Termination Fee pursuant to this Section 9.2(c); and provided, further, that the payment by the Company of Parent Expenses and reimbursement of Parent’s payment of the Panthera Termination Fee pursuant to this Section 9.2(c) shall not relieve the Company of any subsequent obligation to pay the Termination Fee pursuant to Section 9.2(b) except to the extent indicated in Section 9.2(b). (d) [Intentionally Omitted.] (e) Any amount that becomes payable pursuant to Section 9.2(a), Section 9.2(b) or Section 9.2(c) shall be payable within two paid by wire transfer of immediately available funds to an account designated by the party entitled to receive such payment. (2f) Business Days after such termination. For purposes Each of the references Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement, that without these agreements the Company, Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to an “Acquisition Proposal” this Section 9.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to Parent or an “Acquisition Transaction” Merger Sub pursuant to this Section 9.2 or within the time periods specified in this Section 9.3(b)(i)9.2, all references the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent in connection with any action, including the filing of any lawsuit, taken to “twenty percent (20%)” collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the definition of “Acquisition Transaction” shall be deemed date such amounts were required to be references to “fifty percent (50%)paid until the date of actual payment.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: that (i) after the date hereof and prior to the Go Shop End Date, a Takeover Proposal shall have been made to the Company or shall have been made directly to the stockholders of the Company generally, and (Aii) thereafter this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A7.01(b)(i) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent7.01(b)(iii) or by Parent pursuant to Section 9.1(d)(i7.01(c)(i); , and (Biii) following within six (6) months after such termination, the execution and delivery of this Agreement and prior to such termination of this Agreement, Company consummates a transaction that constitutes a Takeover Proposal or enters into an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party Agreement with respect to an Acquisition Transaction or any Takeover Proposal (yprovided that for such purposes references to “10%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay Parent a fee equal to $7,620,455 (the “Termination Fee”) an Acquisition Transaction by wire transfer of same-day funds on the second business day following the consummation of such transaction. (b) In the event that this Agreement is consummated; in which case terminated by Parent pursuant to Section 7.01(c)(iii), then the Company shall pay Parent a fee equal to the Termination Fee shall be payable within two (2) Business Days after by wire transfer of same-day funds on the earlier of the events in clause (C)(x) or (y);second business day following such termination. (iic) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii7.01(d)(ii), in which case then the Company shall pay Parent the Termination Fee shall be payable concurrently with by wire transfer of same-day funds on the second business day following such termination. (d) In the event that after the date hereof and as a condition prior to the effectiveness of such termination; or Go Shop End Date, (iiii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii7.01(c)(ii), in which case the Termination Fee shall be payable and (ii) within two six (26) Business Days months after such termination. For , the Company consummates a transaction that constitutes a Takeover Proposal or enters into an Acquisition Agreement with respect to any Takeover Proposal (provided that for such purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (2010%)” in the definition of “Acquisition Transaction” Takeover Proposal shall be deemed to be references to “fifty percent (50%”), then the Company shall pay Parent the Termination Fee by wire transfer of same-day funds on the second business day following the consummation of such transaction.” (e) The parties acknowledge and agree that the provisions for payment of the Termination Fee are an integral part of the transactions contemplated by this Agreement and are included herein in order to induce Parent to enter into this Agreement and to reimburse Parent for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement. If the Company fails to pay the Termination Fee and Parent or Merger Sub commences a suit which results in a final, non-appealable judgment against the Company for the Termination Fee, or any portion thereof, then the Company shall pay Parent and Merger Sub their costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest on the Termination Fee 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 of payment; provided that if the court in such suit determines in a final, non-appealable judgment that Parent or Merger Sub is not entitled to the Termination Fee, or any portion thereof, then Parent shall pay the Company its costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit. (f) The parties acknowledge that in no event shall the Company be required to pay the applicable Termination Fee on more than one occasion.

Termination Fee. The (a) In the event that this Agreement is terminated by reason of a termination of the Merger Agreement pursuant to Section 9.1(i) thereof, then, concurrently with and as a condition to such termination, the Company shall pay to Parent the Purchaser or its designee(s) a termination fee of $23,040,000 12,500,000.00 (the “FPA Termination Fee”), ) by wire transfer of immediately available funds to an account or accounts designated by the Purchaser in writing by Parentwriting. (b) Notwithstanding anything to the contrary set forth in this Agreement, except in the event that: (i) (A) this Agreement case of Actual Fraud or Willful Breach, if the FPA Termination Fee is terminated by Parent or the Company paid pursuant to Section 9.1(b)(i)(A) 10(a), such payment shall constitute the sole and exclusive remedy of the Purchaser, any of its Subsidiaries or Section 9.1(b)(i)(B) (providedany of its or their respective former, that with respect current or future general or limited partners, shareholders, Representatives or assignees against the Company Related Parties for all losses and damages suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, and none of the Company Related Parties shall have any further liability or obligation to Purchaser and such termination by the Company, the right other Persons relating to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery arising out of this Agreement or the Transactions. (c) If the Company fails to pay promptly the FPA Termination Fee when due under this Section 10, and prior in order to obtain such termination of payment, the Purchaser commences an Action that results in a judgment against the Company for any amount owed thereby under this AgreementSection 10, an Acquisition Proposal the Company shall have been publicly announced or shall have become publicly disclosed or publicly known; reimburse the Purchaser for its reasonable and documented costs and expenses (Cincluding reasonable and documented attorneys’ fees) within twelve (12) months following in connection with such termination of this AgreementAction, together with interest on such amount at a rate equal to (x) the Company or a Subsidiary of prime rate as published in The Wall Street Journal in effect on the Company enters into a definitive agreement with any third party with respect date such payment was required to an Acquisition Transaction or be made through the date such payment was actually received, plus (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two five percent (25%). (d) Business Days after the earlier Each of the events parties acknowledges that (i) the agreements contained in clause (C)(x) or (y); this Section 10 are an integral part of the Transactions, (ii) without these agreements, the parties would not enter into this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) the FPA Termination Fee does not constitute a penalty, but rather represents liquidated damages in a reasonable amount that will compensate the Purchaser for the efforts and resources expended and opportunities foregone while negotiating this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), and in which case reliance on this Agreement and on the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes expectation of the references consummation of the Transactions, which amount would otherwise be impossible to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)calculate with precision.”

Termination Fee. (a) The parties agree that if this Agreement is terminated by Parent in accordance with Section 7.1(e) or by the Company in accordance with Section 7.1(f), then the Company shall pay (or cause to be paid) to Intermediate Parent (or its designee) prior to or concurrently with such termination, in the case of a termination by the Company, or within two (2) Business Days thereafter, in the case of a termination by Parent, a termination fee equal to eighteen million four hundred seventy-two thousand dollars ($23,040,000 18,472,000) (the “Termination Fee”); provided, however, that in the event the Termination Fee becomes payable as a result of the termination of this Agreement prior to the Window Period End Time (i) by wire transfer Parent pursuant to Section 7.1(e) in response to a Change of immediately available funds Board Recommendation effected in compliance with Section 5.3(d) with respect to an account a Superior Proposal by a Qualified Bidder or accounts designated in writing (ii) by Parentthe Company pursuant to Section 7.1(f) with respect to a Superior Proposal by a Qualified Bidder, then, in the event that: case of either of the immediately preceding clauses (i) or (ii), “Termination Fee” means an amount equal to ten million dollars ($10,000,000). (b) The parties agree that (i) if (A) this Agreement is terminated in accordance with Section 7.1(b) or 7.1(g) and, prior to the date of such termination, a bona fide Acquisition Proposal is (1) made public by Parent or the Company pursuant to Section 9.1(b)(i)(Aor any other Person and (2) not withdrawn or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and is terminated in accordance with Section 7.1(d) and, prior to such termination the date of this Agreementcompletion of the Company Stockholders Meeting, an a bona fide Acquisition Proposal shall have been publicly announced is (1) made public by the Company or shall have become publicly disclosed or publicly known; any other Person and (C2) not withdrawn and (ii) within twelve (12) months following after such termination of this Agreementtermination, (x) the Company or a Subsidiary of the Company (A) enters into a definitive agreement with any third party with respect to an any such Acquisition Transaction Proposal, which Acquisition Proposal is subsequently consummated, or (yB) an consummates any such Acquisition Transaction is consummated; in which case Proposal, then the Company shall pay (or cause to be paid) the Termination Fee shall be payable within to Intermediate Parent (or its designee), no later than two (2) Business Days after the earlier consummation of such transaction, as applicable. For the events in clause (C)(x) or (y); (ii) this Agreement is terminated by avoidance of doubt, the Company pursuant shall not be obligated to Section 9.1(c)(ii), in which case pay the Termination Fee shall be payable concurrently with and as a condition respect to the effectiveness of any Acquisition Proposal unless such termination; or (iii) this Agreement Acquisition Proposal is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such terminationconsummated. For purposes of this Section 7.3(b), the references to an term “Acquisition Proposal” or an “Acquisition Transaction” shall have the meaning assigned to such term in Section 9.3(b)(i)8.4, all except that the references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%).” (c) The Company acknowledges that the agreement contained in this Section 7.3 is an integral part of this Agreement and that, without this Section 7.3, Merger Sub, Intermediate Parent and Parent would not have entered into this Agreement. Accordingly, if the Company fails to promptly pay any amount due pursuant to this Section 7.3, the Company shall pay to Merger Sub all reasonable fees, costs and expenses of enforcement (including reasonable attorneys’ fees as well as reasonable expenses incurred in connection with any action initiated by Parent, Intermediate Parent or Merger Sub), together with interest on the amount of the Termination Fee at the prime lending rate as published in The Wall Street Journal, in effect on the date such payment is made. (d) For the avoidance of doubt, in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. (e) Subject to Parent’s and Merger Sub’s rights set forth in Section 8.14, if and to the extent the Termination Fee is required to be, and is in fact, paid by the Company pursuant to this Section 7.3, Intermediate Parent’s (or its designee’s) right to receive payment thereof shall be the sole and exclusive remedy of Parent, Intermediate Parent and Merger Sub against the Company, the Company Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates (collectively, “Company Related Parties”) for any loss suffered as a result of the failure of the transactions contemplated by this Agreement, including the Merger, to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, including the Merger (except that the Company shall also be obligated with respect to Section 7.3(c) and except that the applicable Company Related Parties shall remain obligated for, and Parent and Merger Sub may be entitled to remedies with respect to the provisions and agreements surviving such termination pursuant to Section 7.2). For the avoidance of doubt, while Parent and Merger Sub may pursue, in the alternative, both a grant of specific performance in accordance with Section 8.14 and the payment of the Termination Fee under Section 7.3, under no circumstances shall Parent and Merger Sub be permitted or entitled to receive both a grant of specific performance and the Termination Fee.

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (ia) (A) If this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A9.01(c) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent9.01(d) or by Parent pursuant to Section 9.1(d)(i9.01(e)(ii) or Section 9.01(e)(iii); , and (BA) following the execution and delivery of this Agreement and at or prior to the time of such termination of this Agreement, an a Company Acquisition Proposal shall have been publicly announced disclosed, announced, commenced, submitted or made or, in the case of a termination pursuant to Section 9.01(c), Section 9.01(e)(ii) or Section 9.01(e)(iii), shall have become publicly disclosed been received by the Company or publicly knownany of its Representatives; and (CB) within twelve (12) 12 months following after the date of any such termination of this Agreementtermination, (x) the Company or a Subsidiary any of the Company enters its Affiliates shall have entered into a definitive agreement with any third party with respect to an any Company Acquisition Transaction Proposal or any Company Acquisition Proposal is consummated (y) an regardless of whether it is the same Company Acquisition Transaction is consummated; Proposal), then the Company shall pay, or cause to be paid, to Parent, in which case the Termination Fee shall be payable within two (2) Business Days after cash at the earlier of such time as such agreement is entered into or such transaction is consummated, a non-refundable fee in the events in amount of the Company Termination Fee; provided, however, for purposes of clause (C)(xB) above, all references to “15% or (y);more” in the definition of Company Acquisition Proposal shall be deemed to be references to “more than 50%”. (iib) If this Agreement is terminated by: (i) Parent pursuant to Section 9.01(e)(i); (ii) by the Company pursuant to Section 9.1(c)(ii9.01(f); or (iii) unless the Company Shareholder Approval was received prior to such termination, by the Company pursuant to Section 9.01(c) and the Company Board or any committee thereof made a Company Adverse Recommendation Change; then in each case, the Company shall pay, or cause to be paid, to Parent a non-refundable fee in the amount of the Company Termination Fee. In the case of termination of this Agreement in the manner set forth in clauses (i) or (iii) of this Section 9.03(b), in which case the Company Termination Fee shall be payable concurrently with and as a condition to paid by or on behalf of the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable Company within two (2) Business Days after such termination. For purposes ; and in the case of termination of this Agreement in the manner set forth in clause (B) of this Section 9.03(b), the Company Termination Fee shall be paid by the Company immediately prior to or concurrently with such termination. (c) If this Agreement is terminated (i) by the Company pursuant to Section 9.01(k) or (ii) by the Company or Parent pursuant to Section 9.01(i) as a result of the references termination of the Investment Agreement pursuant to Section 10.01(d) thereof if, following the date hereof, an “Acquisition Proposal” Infiniti Adverse Recommendation Change is made under the Investment Agreement and remains in effect until the time of the Infiniti Stockholders’ Meeting or an “Acquisition Transaction” in (iii) by the Company or Parent pursuant to Section 9.3(b)(i9.01(i) as a result of the termination of the Investment Agreement pursuant to Section 10.01(e), all references then Parent and Infiniti, severally and jointly, shall pay, or cause to “twenty percent (20%)” be paid, to the Company a non-refundable fee in the definition amount of “Acquisition Transaction” the Parent Termination Fee. The Parent Termination Fee shall be deemed paid by or on behalf of Parent and Infiniti within one (1) Business Day after such termination. (d) Each of Parent, Infiniti and the Company acknowledges and agrees that (i) the agreements contained in this Section 9.03 are an integral part of the Transactions, (ii) without these agreements, Parent, Infiniti, Holdco, Merger Sub and the Company would not have entered into this Agreement and (iii) any amount payable pursuant to this Section 9.03 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent, Infiniti, Holdco and Merger Sub, in the case of Section 9.03(a) and Section 9.03(b), or the Company, in the case of Section 9.03(c), in the circumstances in which such amount is payable. The Parties acknowledge and agree that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion and in no event shall Parent or Infiniti be required to pay the Parent Termination Fee on more than one occasion. If the Company fails to pay when due any amount payable under this Section 9.03, then: (A) the Company shall reimburse Parent for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Parent of its rights under this Section 9.03 incurred in connection with defending such Proceeding to collect such fees); and (B) the Company shall pay to Parent interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be references paid and ending on the date such overdue amount is actually paid to Parent in full) at a rate per annum equal to 300 basis points over the “fifty percent prime rate” (50%as reported by Bloomberg L.P. on the date such overdue amount was originally required to be paid). If neither Parent nor Infiniti pays when due any amount payable under this Section 9.03, then: (x) Parent and Infiniti, severally and jointly, shall reimburse the Company for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by the Company of its rights under this Section 9.03 incurred in connection with defending such Proceeding to collect such fees); and (y) Parent and Infiniti, severally and jointly, shall pay to the Company interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the Company in full) at a rate per annum equal to 300 basis points over the “prime rate” (as reported by Bloomberg L.P. on the date such overdue amount was originally required to be paid).” (e) Notwithstanding anything to the contrary contained in this Agreement, except in the case of a Willful Breach (and subject to Section 9.03(d)), (i) if this Agreement is terminated under circumstances where the Company Termination Fee would be payable pursuant to this Section 9.03, the indefeasible payment by the Company of the Company Termination Fee in accordance with this Agreement shall be the sole and exclusive remedy of Parent and its Related Persons against the Company and its Representatives and Affiliates for (A) any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, (ii) in no event will Parent, Infiniti, Holdco or Merger Sub seek to recover any other money damages or seek any other remedy (including any remedy for specific performance, except solely in compliance with Section 10.11) based on a claim in law or equity with respect to (A) any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and (iii) upon payment of the Company Termination Fee in accordance with this Section 9.03, neither the Company nor any of its Affiliates or Representatives shall have any further liability or obligation to Parent, Infiniti, Holdco or Merger Sub relating to or arising out of this Agreement. (f) Notwithstanding anything to the contrary contained in this Agreement, except in the case of a Willful Breach (and subject to Section 9.03(d)), (i) if this Agreement is terminated under circumstances where the Parent Termination Fee would be payable pursuant to this Section 9.03, the indefeasible payment by Parent of the Parent Termination Fee in accordance with this Agreement shall be the sole and exclusive remedy of the Company and its Related Persons against Parent, Infiniti, Holdco and Merger Sub and their respective Representatives and Affiliates for (A) any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, (ii) in no event will the Company seek to recover any other money damages or seek any other remedy (including any remedy for specific performance, except solely in compliance with Section 10.11) based on a claim in law or equity with respect to (A) any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and (iii) upon payment of the Parent Termination Fee in accordance with this Section 9.03, none of Parent, Infiniti, Holdco or Merger Sub or any of their respective Affiliates or Representatives shall have any further liability or obligation to the Company relating to or arising out of this Agreement.

Termination Fee. The Company shall (a) In the event that this Agreement is terminated pursuant to Section 9.1(f) or Section 9.1(g) then, provided that SIC was not in material breach of its representations, warranties, covenants or agreements hereunder at the time of termination, MCC will pay to Parent SIC, as its sole recourse in connection with termination of this Agreement in accordance with Section 9.1(f) or Section 9.1(g), as applicable, a fee in an amount equal to $23,040,000 6,000,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in . (b) In the event that:that this Agreement is terminated pursuant to Section 9.1(h) or Section 9.1(i) then, provided that MCC was not in material breach of its representations, warranties, covenants or agreements hereunder at the time of termination, SIC will pay to MCC, as its sole recourse in connection with termination of this Agreement in accordance with Section 9.1(h) or Section 9.1(i), as applicable, the Termination Fee. (c) The Termination Fee, if applicable, shall be payable (i) (A) no later than two Business Days after the date on which this Agreement is terminated by Parent or the Company SIC pursuant to Section 9.1(b)(i)(A9.1(f) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement MCC pursuant to Section 9.1(b)(i9.1(h), and (ii) is then available immediately prior to Parentthe time of termination by MCC pursuant to Section 9.1(g) or by Parent SIC pursuant to Section 9.1(d)(i9.1(i); . The parties hereto acknowledge and hereby agree that in no event shall any party be required to pay a Termination Fee on more than one occasion. (Bd) following Each of the execution and delivery parties hereto acknowledges that (i) the agreements contained in this Section 9.4 are an integral part of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of the transactions contemplated by this Agreement, (xii) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii)not a penalty, but is liquidated damages, in a reasonable amount that will compensate the other party, in the circumstances in which case the Termination Fee shall 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 payable concurrently impossible to calculate with precision and as a condition to the effectiveness of such termination; or (iii) without these agreements, the parties would not enter into this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Agreement.”

Termination Fee. The Company shall pay to Parent $23,040,000 (a) If, but only if, the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event thatAgreement is terminated: (i) (A) this Agreement is terminated by Parent or either the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement Parent pursuant to Section 9.1(b)(i) is then available to Parentor Section 9.1(b)(iii) or by Parent pursuant to Section 9.1(d)(i); , and in any such case the Company (Bx) following receives or has received a Company Acquisition Proposal after the execution and delivery date of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have which proposal has been publicly announced or shall have become publicly disclosed or publicly known; and (Cy) within twelve (12) months following such of the termination of this Agreement, (x) the Company consummates a transaction regarding, or a Subsidiary of the Company enters into executes a definitive agreement with any third party which is later consummated with respect to an to, a Company Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by Proposal, then the Company shall pay, or cause to be paid, to Parent a fee equal to $1,463,000 (the “Termination Fee”) plus, if not previously paid pursuant to Section 9.1(c)(ii9.3(a)(ii) below, the Expense Amount, by wire transfer of same day funds to an account designated by Parent, not later than the consummation of such transaction arising from such Company Acquisition Proposal; provided, however, that for purposes of this Section 9.3(a)(i), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty fifteen percent (2015%)” in the definition of “Company Acquisition Transaction” Proposal shall be deemed to be references to “fifty percent (50%)”; or (ii) by either the Company or Parent pursuant to Section 9.1(b)(iii), the Company shall pay, or cause to be paid, to Parent the Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (iii) by the Company pursuant to Section 9.1(c)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent as a condition to the effectiveness of such termination; or (iv) by Parent pursuant to Section 9.1(d)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination. (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from Parent; and (ii) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Payment is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 9.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the payment of any amount set forth in this Section 9.3, the Company shall pay Parent its costs and Expenses in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. (d) (i) If the Company is required to pay to Parent the Termination Payment, such Termination Payment shall be paid into escrow on the date such payment is required to be paid by the Company pursuant to this Agreement by wire transfer of immediately available funds to an escrow account designated in accordance with this Section 9.3(d). In the event that the Company is obligated to pay Parent the Termination Payment, the amount payable to Parent in any tax year of Parent shall not exceed the lesser of (i) the Termination Payment, and (ii) the sum of (A) the maximum amount that can be paid to Parent without causing Parent to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”) and Parent has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in each case, as determined by Parent’s independent accountants, plus (B) in the event Parent receives either (x) a letter from Parent’s counsel indicating that Parent has received a ruling from the IRS as described below in this Section 9.3(d) or (y) an opinion from Parent’s outside counsel as described below in this Section 9.3(d), an amount equal to the excess of the Termination Payment less the amount payable under clause (A) above.

Termination Fee. The Company shall pay (a) In addition to Parent $23,040,000 (any other rights that the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of Acquiror has under this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreementthe Stock Option Agreement and/or otherwise, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) if this Agreement is terminated by the Company Acquiror pursuant to (1) Section 9.1(c)(ii8.01(b) with respect to a breach of Section 6.01, 6.02 or 6.06 on the part of the Company, or any knowing, or willful or intentional, breach on the part of the Company (at a time when an Initial Triggering Event (as defined in the Stock Option Agreement) has occurred and the Company is unable to terminate pursuant to such Section 8.01(b)) or (2) Section 8.01(e)(1) or 8.01(e)(2), in which case then the Termination Fee Company shall be payable concurrently with and as a condition pay to the effectiveness Acquiror U.S. $100,000,000 (it being understood that such fee is not intended as liquidated damages). In addition to any other rights that either party has under this Agreement, the Stock Option Agreement and/or otherwise, solely for the purpose of such termination; or (iii) reimbursing an amount of certain out-of-pocket costs and expenses incurred in connection with negotiations and investigations undertaken with respect to the transactions contemplated hereby and not as liquidated damages, if this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii8.01(b): (x) or by the Company (at a time when the Acquiror is unable to terminate pursuant to Section 9.1(d)(iii8.01(b)), in then the Acquiror shall pay to the Company U.S. $20,000,000 and (y) by the Acquiror (other than with respect to a breach for which case a fee is payable under the Termination Fee preceding sentence, at a time when the Company is unable to terminate pursuant to Section 8.01(b)), then the Company shall pay to the Acquiror U.S. $20,000,000. (b) Any payment required to be made under Section 8.03(a) shall be payable, without setoff, by wire transfer in immediately available funds, to an account specified by the Acquiror, within three business days following such termination. (c) The Company acknowledges that the agreements contained in this Section 8.03 are an integral part of the transactions contemplated by this Agreement and are cumulative with, and not intended to limit, other remedies that may be available, and that, without these agreements, the Acquiror would not enter into this Agreement; accordingly, if the Company fails promptly to pay any amount due pursuant to this Section 8.03, and, in order to obtain such payment, the Acquiror commences a suit which results in a judgment against the Company for the payment set forth in this Section 8.03, the Company shall pay the Acquiror's costs and expenses (including attorneys' fees) in connection with such suit, together with interest on any amount due pursuant to this Section 8.03 from the date such amount becomes payable within until the date of such payment at the prime rate of Citibank N.A. in effect on the date such payment was required to be made plus two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)percent.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i7.01(b)(i) or Section 7.01(b)(iii); provided that (BA) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition a bona fide Takeover Proposal shall have been publicly announced made, publicly proposed or shall have become otherwise publicly disclosed communicated after the date of this Agreement and not withdrawn prior to the earlier of the completion of the Company Stockholders’ Meeting (including any adjournment or publicly known; postponement thereof) and the time of termination and (CB) within twelve (12) months following such termination of the date this AgreementAgreement is terminated, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction a Takeover Proposal (whether or (y) an Acquisition Transaction is consummated; in which case not such Takeover Proposal was the Termination Fee shall be payable within two (2) Business Days after the earlier of the events same Takeover Proposal referred to in clause (C)(xA)) or and such Takeover Proposal is subsequently consummated (yeven if after such twelve-month period);; provided that, for purposes of clauses (A) and (B) of this Section 7.03(a)(i), the references to “25%” in the definition of Takeover Proposal shall be deemed to be references to “50%”; or (ii) this Agreement is terminated (A) by Parent pursuant to Section 7.01(c)(ii) or (B) by the Company pursuant to Section 9.1(c)(ii7.01(d)(ii); then, in any such event under clause (i) or (ii) of this Section 7.03(a), in which case the Company shall pay the Company Termination Fee shall be payable concurrently with and as a condition to Parent or its designee by wire transfer of same day funds (x) in the effectiveness case of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii7.03(a)(ii)(A), in which case the Termination Fee shall be payable within two (2) Business Days business days after such termination. For purposes , (y) in the case of Section 7.03(a)(ii)(B), simultaneously with such termination or (z) in the case of Section 7.03(a)(i), within two business days after the consummation of the references Takeover Proposal referred to an “Acquisition Proposal” or an “Acquisition Transaction” therein; it being understood that in Section 9.3(b)(i), all references no event shall the Company be required to “twenty percent (20%)” in pay the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Company Termination Fee on more than one occasion.”

Termination Fee. The Company shall pay to Parent $23,040,000 (a) If, but only if, the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event thatAgreement is terminated: (i) (A) this Agreement is terminated by Parent or either the Company or Parent pursuant to Section 9.1(b)(i)(A8.1(b)(i) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent8.1(b)(iii) or by Parent pursuant to Section 9.1(d)(i8.1(d)(i); , in any such case if the Company (Bx) following receives or has received an Acquisition Proposal, which proposal has been publicly announced after the execution and delivery date of this Agreement and prior to such (y) within ten (10) months of the termination of this Agreement, an consummates a transaction regarding, or executes a binding or definitive agreement which is later consummated with respect to, any Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this AgreementProposal, (x) then the Company shall pay, or cause to be paid, to Parent a Subsidiary of fee equal to $1,400,000 (the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y“Termination Fee”) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company plus, if not previously paid pursuant to Section 9.1(c)(ii8.3(a)(ii) below, the Expense Amount, by wire transfer of same day funds to an account designated by Parent, not later than the consummation of such transaction arising from any such Acquisition Proposal; provided, however, that for purposes of this Section 8.3(a)(i), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” Proposal shall be deemed to be references to “fifty percent (50%)”; (ii) by either the Company or Parent pursuant to Section 8.1(b)(iii), then the Company shall pay, or cause to be paid, to Parent the Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (iii) by the Company pursuant to Section 8.1(c)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, as a condition to the effectiveness of such termination; or (iv) by Parent pursuant to Section 8.1(d)(ii) , then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination; or (v) by the Company pursuant to Section 8.1(c)(iii), then Parent shall pay or cause to be paid to the Company a fee equal to $1,000,000 (the “Reverse Termination Fee”) within two (2) Business Days after the date of such termination.” (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) under no circumstances shall (A) the Company be required to pay the Termination Fee or the Expense Amount, as applicable, and (B) Parent be required to pay the Reverse Termination Fee, in each case, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the party entitled to payment; and (ii) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, on more than one occasion, nor shall Parent be required to pay the Reverse Termination Fee on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) neither the Termination Payment nor the Reverse Termination Fee is a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent or the Company, as applicable, in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company or Parent fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, the Company or Parent commences a suit that results in a judgment against the other party for the payment of any amount set forth in this Section 8.3, the Company or Parent, as applicable, shall pay the other party the costs and expenses of such other party in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.

Termination Fee. The (a) In the event that this Agreement is to be terminated by the Company pursuant to Section 8.1(d), then the Company shall pay to Parent a termination fee of $23,040,000 5.0 million in cash (the “Termination Fee”), which Termination Fee shall be paid concurrently with such termination, payable by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in same-day funds. (b) In the event that: (i) (A) that this Agreement is terminated by Parent either pursuant to (i) Section 8.1(c)(i) based on a willful breach by the Company of its representations, warranties, covenants or agreements set forth in this Agreement or (ii) Section 8.1(c)(ii), the Company shall pay to Parent the Termination Fee within two business days of such termination, payable by wire transfer of same-day funds; provided, however, that the amount of the Termination Fee due under this Section 8.3(b) shall be reduced by the amount of Expenses (as hereinafter defined), if any, paid to Parent or Merger Sub under Section 8.3(d) of this Agreement. (c) In the event this Agreement is terminated by (i) Parent pursuant to Section 8.1(b)(i) or (ii) Parent or the Company pursuant to Section 9.1(b)(i)(A8.1(b)(iii) and, in the case of either (i) or Section 9.1(b)(i)(B(ii), (A) (provided, that with respect to such termination by after the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery date of this Agreement and but prior to the date of such termination of this Agreement, an Acquisition Alternative Proposal or a request or communication reasonably likely to lead to an Alternative Proposal shall have been publicly announced made known to the Company (or any director or officer of the Company) or shall have become been made directly to its shareholders generally or any Person shall have publicly disclosed announced an interest in making or publicly known; an intention (whether or not conditional) to make an Alternative Proposal and (CB) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party Company Acquisition Agreement with respect to an Acquisition Transaction Alternative Proposal, or (y) the transaction contemplated by an Acquisition Transaction Alternative Proposal is consummated; in which case , within twelve months of the date this Agreement is so terminated, the Company shall pay to Parent the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with (and as a condition to) the event under clause (B), payable by wire transfer of same-day funds; provided, however, that the amount of the Termination Fee due under this Section 8.3(c) shall be reduced by the amount of Expenses (as hereinafter defined), if any, paid to the effectiveness Parent or Merger Sub under Section 8.3(d) of such termination; orthis Agreement. (iiid) In the event that this Agreement is terminated by Parent pursuant to (i) Section 9.1(d)(ii8.1(b)(i), (ii) Section 8.1(b)(ii) (other than due to a Restraint that was issued in connection with Antitrust Law), (iii) Section 8.1(b)(iii) or (iv) Section 9.1(d)(iii8.1(c)(i), in which case the Company shall pay to Parent all of the Expenses (as hereinafter defined) of Parent and Merger Sub within two business days of such termination, payable by wire transfer of same-day funds. Parent shall not claim a termination and right of payment of the Expenses if it has been paid the Termination Fee shall be payable within two (2) Business Days after such terminationFee. For purposes of the references to an As used herein, “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition TransactionExpenses” shall be deemed mean all reasonable out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, consultants and other experts engaged by Parent or Merger Sub) incurred by Parent or Merger Sub in connection with or related to be references the authorization, preparation, negotiation, execution and performance of this Agreement and any other matters related to “fifty percent (50%)the Merger.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) a bona fide Acquisition Proposal shall have been made, proposed or communicated (and not withdrawn) by a Third Party after the date hereof and prior to the Shareholders’ Meeting (or prior to the termination of this Agreement if there has been no Shareholders’ Meeting), (B) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii), and (C) within (12) twelve months of the termination of this Agreement, any Acquisition Proposal by such Third Party is entered into or consummated by the Company; or (ii) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x8.1(c) or (y); (iiB) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii8.1(d)(ii); then, in any such event under clause (i) or (ii) of this Section 8.3(a), in which case the Company shall pay a cash amount equal to US$1,000,000 (the “Termination Fee shall be payable concurrently Fee”) to Parent or its designee (as directed by Parent) by wire transfer of same day funds; provided, however, with respect to clauses (i) and as a condition to the effectiveness of such termination; or (iiiii) above, if this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii)the Company in connection with an Acquisition Proposal received by the Company on or before the Go Shop Period End Date, in which case then the Termination Fee shall be payable mean a fee in the amount of US$500,000. The Company shall pay the Termination Fee within two five (25) Business Days following such termination, in the case of a termination referred to in clause (ii), or within five (5) Business Days after such termination. For purposes the earlier of the references date on which an agreement is entered into with respect to an “Acquisition Proposal” Proposal or an “Acquisition Transaction” Proposal is consummated in the case of clause (i). In no event shall the Company be required to pay the Termination Fee on more than one occasion. In the event that Parent or its designee shall receive full payment of the Termination Fee pursuant to this Section 8.3(a), together with reimbursement of any applicable expenses pursuant to Sections 8.3(c) and 8.3(d); the receipt of the Termination Fee, Parent Expenses and the expenses referred to in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” 8.3(d) shall be deemed to be references liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Representatives arising out of or in connection with this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.3(a) shall limit the rights of Parent and Merger Sub under Section 9.11. (b) In the event that the Company shall terminate this Agreement pursuant to Section 8.1(d)(i) or Section 8.1(d)(iii), Parent shall pay or cause to be paid to the Company or its designee promptly (but in any event no later than five (5) Business Days) after the Company validly terminates this Agreement pursuant to Section 8.1(d), a termination fee equal to US$2,000,000 (the “fifty percent Parent Termination Fee”). In the event that the Company shall receive full payment pursuant to this Section 8.3(b) and reimbursement of any applicable expenses pursuant to Section 8.3(d) and the receipt of the Parent Termination Fee and such expenses shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Company or any other Person in connection with this Agreement, the Commitment Letter, the transactions contemplated hereby and thereby (50%)and the abandonment or termination thereof) or any matter forming the basis for such termination, and neither the Company nor any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective former, current or future Representatives or Affiliates arising out of or in connection with this Agreement, the Commitment Letter, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination provided, however, that nothing in this Section 8.3(b) shall limit the rights of the Company under Section 9.11.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i7.01(b)(i) or Section 7.01(b)(iii); provided that (BA) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition a Takeover Proposal shall have been publicly announced made, proposed or shall have become publicly disclosed communicated by a third party after the date of this Agreement and not withdrawn prior to, in the case of a termination pursuant to Section 7.01(b)(iii), the earlier of the completion of the Company Shareholders’ Meeting (including any adjournment or publicly known; postponement thereof) and the time this Agreement is terminated or in the case of a termination under Section 7.01(b)(i), the time this Agreement is terminated and (CB) within twelve (12) 12 months following such termination of the date this AgreementAgreement is terminated, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction a Takeover Proposal (whether or (y) an Acquisition Transaction is consummated; in which case not such Takeover Proposal was the Termination Fee shall be payable within two (2) Business Days after the earlier of the events same Takeover Proposal referred to in clause (C)(xA) or and such Takeover Proposal is subsequently consummated (yeven if after the 12 month period);); provided that, for purposes of clauses (B) and (C) of this Section 7.03(a)(i), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”; or (ii) this Agreement is terminated (A) by Parent pursuant to Section 7.01(c)(ii) or (B) by the Company pursuant to Section 9.1(c)(ii7.01(d)(ii); then, in any such event under clause (i) or (ii) of this Section 7.03(a), in which case the Company shall pay, or cause to be paid, the Company Termination Fee shall be payable concurrently with and as a condition to Parent or its designee by wire transfer of same-day funds (x) in the effectiveness case of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii7.03(a)(ii)(A), in which case the Termination Fee shall be payable within two (2) Business Days business days after such termination. For purposes , (y) in the case of Section 7.03(a)(ii)(B), prior to or concurrently with such termination or (z) in the case of Section 7.03(a)(i), within two business days after the consummation of the references Takeover Proposal referred to an “Acquisition Proposal” therein; it being understood that in no event shall the Company be required to pay or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed cause to be references to “fifty percent (50%)paid the Company Termination Fee on more than one occasion.”

Termination Fee. The (a) If Purchaser exercises its right to terminate this Agreement under Section 7.1(f) or the Company exercises its right to terminate this Agreement under Section 7.1(g), the Company shall pay to Parent Purchaser on demand $23,040,000 400,000 (the “Company Termination Fee”), by wire transfer of immediately available funds payable in same-day funds, to an account or accounts designated in writing by Parentreimburse Purchaser for its time, in expense, opportunity costs and other costs and damages associated with pursuing the event that:Offer and the Merger. (ib) If within twelve months after termination of this Agreement under Section 7.1(d), the Company shall enter into any agreement relating to a Company Takeover Proposal with a Person other than Purchaser, Merger Sub or one of their Affiliates or a Company Takeover Proposal with a Person other than Purchaser, Merger Sub or one of their Affiliates is consummated, then, immediately prior to, and as a condition of, entering into such agreement or the consummation of such transaction, as the case may be, the Company shall pay to Purchaser upon demand the Termination Fee, payable in same-day funds, to reimburse Purchaser for its time, expense, opportunity costs and other costs and damages associated with pursuing the Offer and the Merger; provided that no such amount shall be payable if the Termination Fee shall have been paid in accordance with Section 7.3(a) of this Agreement. For purposes of this Section 7.3(b), a “Company Takeover Proposal” shall have the meaning set forth in Section 4.8 hereof, except that references to “20%” in such definition shall be replaced by “66-2/3%.” (Ac) If this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A7.1(d), the Company shall pay, as promptly as possible (but in any event within one business day) following receipt of an invoice therefor, all documented, out-of-pocket fees and expenses (including reasonable legal fees and expenses) incurred by Parent and its affiliates on or Section 9.1(b)(i)(B) prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement, including, but not limited to the Offer (“Parent Expenses”), as directed by Parent in writing, up to a maximum of $200,000; provided, however, that with respect the Company may deduct from any Termination Fee it is or becomes required to such termination by the Company, the right to terminate this Agreement pay pursuant to Section 9.1(b)(i7.3(b) is then available to Parent) or by hereof, the amount of any Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Expenses actually paid.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) If DGAC is not in material breach of its obligations under this Agreement and if (x) (A) this Agreement is terminated by Parent DGAC or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B9.1(b) (providedand, that with respect to in the event such termination by the Companyis pursuant to clause (i) of Section 9.1(b), the right conditions set forth in Section 8.1(a), Section 8.1(b) and Section 8.2 were satisfied or waived on or prior to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(ithe date of such termination); , (B) following the execution and delivery of this Agreement and at or prior to the time of such termination of this Agreement, an Acquisition a Takeover Proposal shall have been publicly announced disclosed, announced, commenced, submitted or made and the same shall have become been publicly disclosed or publicly known; announced, and (C) within twelve (12) months following after such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement providing for, or consummates, a Company Acquisition Transaction with any third party with respect to an Acquisition Transaction person other than DGAC or any affiliate of DGAC, (y) an Acquisition Transaction this Agreement is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) terminated by DGAC pursuant to Section 9.1(d), or (y); (iiz) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii9.1(g), then, in which the case of each of (x), (y) and (z), the Company shall pay to DGAC, in cash at the applicable time specified in the next two sentences, a non-refundable fee in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Termination Fee") plus all Out-of-Pocket Expenses pursuant to Section 9.3(a), if any). In the case of termination of this Agreement pursuant to Section 9.1(b), the Termination Fee and Out-of-Pocket Expenses referred to in the previous sentence shall be payable concurrently with and as a condition to paid by the effectiveness Company upon the execution of such termination; or (iii) definitive agreement. In the case of termination of this Agreement is terminated by Parent DGAC pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii9.1(d), in which case or by the Company pursuant to Section 9.1(g), the Termination Fee and Out-of-Pocket Expenses referred to in the first sentence of this Section 9.3(b)(i) shall be payable paid by the Company within two (2) Business Days business days after such termination. For purposes . (ii) The Company acknowledges that the agreements contained in this Section 9.3(b) are an integral part of the references transaction contemplated by this Agreement, and that, without these agreements, DGAC would not enter into this Agreement; accordingly, if the Company fails to an “Acquisition Proposal” or an “Acquisition Transaction” pay in a timely manner the amounts due pursuant to this Section 9.3(b)(i9.3(b) and, in order to obtain such payment, DGAC makes a claim that results in a judgment against the Company for the amounts set forth in this Section 9.3(b), all references the Company shall pay to “twenty percent DGAC its costs and expenses (20%)” including attorneys' fee and expenses) in connection with such suit, together with interest per annum on the amounts set forth in this Section 9.3(b) at the prime rate of Citibank, N.A. in effect from time to time from the date such payment was required to be paid to the date it is paid. Payment of the fees and expenses described in this Section 9.3 shall not be in lieu of damages incurred in the definition event of “Acquisition Transaction” willful breach of this Agreement. (iii) In the event the Company terminates this Agreement pursuant to Section 9.1(f) or if DGAC terminates this Agreement for any reason not otherwise enumerated in this Article IX, DGAC shall make a nonrefundable cash payment to the Company, in an amount equal to all reasonable actual documented fees and expenses (including all attorneys' fees, accountants' fees (if any), Special Committee directors' fees, financial advisory fees (if any) and filing fees) that have been paid or that have become due and payable or incurred obligations by or on behalf of the Company in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger; provided, however, that such nonrefundable cash payment shall not exceed Two Hundred Thousand Dollars ($200,000). Notwithstanding anything to the contrary herein, the nonrefundable cash payment referred to in the immediately preceding sentence shall be deemed credited against any amount of damages awarded to the Company as a result of such termination and any damages awarded to the Company as a result of such termination shall be references credited against any subsequent payment pursuant to “fifty percent (50%)this subsection, to the extent DGAC is also obligated hereunder to pay such amount.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to shall terminate this Agreement pursuant to Section 9.1(b)(i7.1(g), or (B) is then available to Parentthis Agreement shall be terminated (x) or by Parent pursuant to Section 9.1(d)(i7.1(b) or (y) pursuant to Section 7.1(d)(i) and, in the case of clause (B)(x) or clause (B)(y); , (B1) following the execution and delivery of this Agreement and prior to such termination of this Agreementtermination, an a bona fide Acquisition Proposal shall have been publicly announced or shall otherwise have become publicly disclosed or publicly known; known and (C2) within twelve (12) 12 months following after such termination of this Agreementtermination, (x) the Company or a Subsidiary of the Company enters shall enter into a definitive agreement with providing for any third party with respect to an Company Acquisition Transaction or any Company Acquisition shall be consummated, then, in the case of clause (A) or (yB), respectively, Company shall pay to Parent cash and issue to Parent shares of Company Common Stock, in such combination as Company may elect (provided that the cash component must be at least $20 million) with an Acquisition Transaction is consummated; aggregate value (such shares of Company Common Stock to be valued at $24.125 per share for all purposes of this Section 7.3(b)(i)) of $50 million (the "TERMINATION FEE"). In the event this Agreement shall be terminated as set forth in which case clause (A), the Termination Fee shall be payable within in two (2) Business Days installments of equal value, the first of which shall be paid contemporaneously with the termination of this Agreement pursuant to Section 7.1(g), and the second of which shall be due and payable on the 30th day after such termination. In the earlier of the events event this Agreement shall be terminated as set forth in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(iiB), in which case the Termination Fee shall be payable concurrently in two installments of equal value, the first of which shall be paid contemporaneously with the execution of a definitive agreement providing for the Company -45- 50 Acquisition, and as a condition the second of which shall be due and payable on the earlier to occur of (i) the effectiveness consummation of such terminationCompany Acquisition and (ii) the 90th days after the date of execution of the definitive agreement relating to such Company Acquisition. If Company satisfies its obligation to pay the Termination Fee in part by delivering to Parent shares of Company Common Stock (the "TERMINATION FEE SHARES"), then Parent shall be entitled to registration rights with respect to such shares as described in the Option Agreement (treating the Termination Fee Shares for all purposes of Section 7 of the Option Agreement as if they were Option Shares (as defined in the Option Agreement)). (ii) The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; oraccordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its actual out-of-pocket costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of fraud in connection with or willful breach of this Agreement. (iii) In the event that Parent shall terminate this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii7.1(f), then Company shall promptly reimburse Parent for Parent's costs and expenses in connection with this Agreement and the transactions contemplated hereby. (iv) For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which case the Termination Fee shall be payable within two shareholders of the Company immediately preceding such transaction hold less than 60% of the aggregate equity interests in the surviving or resulting entity of such transaction, (2ii) Business Days after a sale or other disposition by the Company of assets representing in excess of 40% of the aggregate fair market value of the Company's business immediately prior to such termination. sale or (iii) the acquisition by any person or "group" (as defined under Section 13(d) of the Exchange Act) (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 40% of the voting power of the then outstanding shares of capital stock of the Company. (v) For purposes only of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in this Section 9.3(b)(i7.3(b), all references each reference to “twenty percent (20"15%)” " in the definition of “Acquisition Transaction” Transaction set forth in Section 5.4(a) shall be deemed to be references "40%," and the reference to “fifty percent "85%" in such definition shall be deemed to be "60%." (50%vi) In the event that Company shall terminate this Agreement pursuant to Section 7.1(e), then Parent shall promptly reimburse Company for Company's costs and expenses in connection with this Agreement and the transactions contemplated hereby.”

Termination Fee. The (a) In the event that (i) the Company shall terminate this Agreement pursuant to Section 8.01(f), (ii) Parent shall terminate this Agreement pursuant to Section 8.01(c)(i) or (g), or (iii) Parent or the Company shall terminate this Agreement pursuant to Section 8.01(e) at any time during which this Agreement was terminable by Parent pursuant to Section 8.01 (c)(i) or (g), the Company shall pay to Parent the Parent, by wire transfer of immediately available funds, $23,040,000 14,500,000 in cash (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in . (b) In the event that: that (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to shall terminate this Agreement pursuant to Section 9.1(b)(i8.01(b) is then available (other than an injunction, order, decree or ruling based on or related to Parentany applicable antitrust or competition law or regulation), (c)(ii) or (e), (ii) there shall have been publicly disclosed, directly or indirectly, by Parent pursuant the Company or the proponent thereof, at or prior to Section 9.1(d)(i); the time of such termination a bona fide Acquisition Proposal with respect to the Company and (Biii) following a definitive agreement or letter of intent is entered into by the execution and delivery Company with respect to an Acquisition Proposal within twelve months of such termination of this Agreement and prior to or an Acquisition Proposal otherwise is consummated within twelve months of such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case shall pay the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y);to Parent. (iic) In the event that a Termination Fee is payable to Parent, the Company shall pay the Termination Fee to Parent (i) if this Agreement is terminated pursuant to Section 8.03(a) on the date of termination (it being understood that no termination by the Company pursuant to Section 9.1(c)(ii), in which case shall be effective until the Termination Fee shall be payable concurrently with and as a condition to has been paid by the effectiveness of such termination; or (iiiCompany) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%).”and

Termination Fee. The Company shall pay In the event that (a) Parent or Purchaser terminates this Agreement pursuant to Parent $23,040,000 Section 8.1(f)(i) (the “Termination Fee”other than as a result of a Change of Recommendation related to an Intervening Event), by wire transfer of immediately available funds (b) the Company terminates this Agreement pursuant to an account Section 8.1(e)(i) or accounts designated in writing by Parent, in the event that: (c) (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A8.1(d) or Section 9.1(b)(i)(B8.1(f)(ii), (ii) (provided, that with respect any Person shall have publicly disclosed or shall have made known to such termination by the Company, ’s Board of Directors a bona fide Acquisition Proposal after the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement date hereof and prior to such termination of this Agreementtermination, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (Ciii) within twelve (12) months following of such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters shall have entered into a definitive agreement with any third party with respect to an Acquisition Transaction Proposal or (y) consummated an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two Proposal (2) Business Days after the earlier provided that for purposes of the events in this clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition TransactionProposal” shall be deemed to be references to “fifty percent (50%”), then in each case, the Company shall pay, or cause to be paid, to Parent, concurrently with the time of termination in the case of a termination pursuant to Section 8.1(e)(i), as promptly as is reasonably practicable (but in no event later than two (2) Business Days) in the case of a termination pursuant to Section 8.1(f)(i) or concurrently with the consummation of the Acquisition Proposal referred to in subclause (c)(iii) of this Section 8.3, an amount (the “Termination Fee”) equal to $20,819,000. In the event that this Agreement is terminated by (i) Parent or Purchaser pursuant to Section 8.1(f)(i)(A) as a result of a Change of Recommendation related to an Intervening Event pursuant to Section 6.7(e)(ii) or (ii) the Company or Parent pursuant to Section 8.1(d) and prior to the Stockholders Meeting the Company’s Board of Directors has made a Change of Recommendation related to an Intervening Event pursuant to Section 6.7(e)(ii), then the Company shall pay, or cause to be paid, to Parent as promptly as is reasonably practicable (but in no event later than two (2) Business Days) an amount (the “Intervening Event Termination Fee”) equal to $32,030,000. Except with respect to any fraud or willful and material breach of this Agreement by the Company, Parent’s receipt of full payment of the Termination Fee or Intervening Event Termination Fee pursuant to this Section 8.3 shall be the exclusive remedy of Parent or Purchaser against the Company or any of its stockholders, partners, members, affiliates, directors, officers or agents for any loss suffered as a result of breach of this Agreement by the Company or the failure of the Merger to be consummated upon termination of this Agreement; provided, however, that nothing in this Section 8.3 shall limit the rights of Parent and Purchaser under Section 9.11. Each party hereto acknowledges that the agreements contained in this Section 8.3 and in Section 8.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other parties hereto would not enter into this Agreement; accordingly, if a party fails promptly to pay any amounts due pursuant to Section 8.3 or 8.4, and, in order to obtain such payment, the other party commences a suit that results in a judgment against such party for the amounts set forth in Section 8.3 or 8.4, as applicable, such party shall pay other party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to the applicable provisions of Section 8.3 or 8.4, as applicable, from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.”

Termination Fee. The (a) If Parent or the Company terminates this Agreement pursuant to Section 8.1(c)(ii) or Section 8.1(d)(ii), the Company shall pay to Parent a termination fee of $23,040,000 (the “Termination Fee”)6,740,000; provided, by wire transfer of immediately available funds to an account or accounts designated in writing by Parenthowever, that in the event that: (i) (A) that this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A8.1(c)(ii)(B) or Section 9.1(b)(i)(B8.1(d)(ii) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, either (x) such termination occurs on or before the Company No-Shop Period Start Date, or a Subsidiary of (y) the Company enters into a definitive agreement with any third party an Excluded Party with respect to a Superior Proposal in accordance with Section 6.2 on or before the Acceptance Time, then the Company shall pay, or cause to be paid, to Parent an Acquisition Transaction amount equal to $3,370,000 instead of $6,740,000. (b) If Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(iii), Section 8.1(c)(i) or Section 8.1(b)(i), and (yi) if prior to the date of such termination (but after the date hereof) an Acquisition Transaction Proposal is consummated; in which case publicly announced or is otherwise communicated to the Termination Fee Board of Directors of the Company, and (ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to or otherwise consummates any Acquisition Proposal, the Company shall be payable within pay to Parent a termination fee of $6,740,000 no later than two (2) Business Days after the earlier execution of such definitive agreement or consummation of such Acquisition Proposal, as the events case may be; provided, that solely for purposes of this Section 8.3(b), the term Acquisition Proposal shall have the meaning ascribed thereto in clause Section 6.2(d), except that all references to twenty percent (C)(x20%) or shall be changed to fifty percent (y50%);. (iic) If Parent or the Company terminates this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii8.1(c)(i), then the Company shall reimburse Parent for any Expenses incurred by it, Merger Sub or any of their Affiliates or permitted assignees, in which case the Termination Fee shall be payable concurrently with and as a condition an aggregate amount not to the effectiveness of such termination; or exceed $2,000,000 (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii“Expense Reimbursement”), in which case the Termination Fee shall be payable within no later than two (2) Business Days after the date of such termination. (d) The parties agree and understand that in no event shall the Company be required to pay any termination fee pursuant to this Section 8.3 (any such amount, the “Termination Fee”) on more than one occasion. For purposes Notwithstanding anything to the contrary in this Agreement, (i) if Parent receives the Termination Fee and/or Expense Reimbursement from the Company pursuant to this Section 8.3, such payment shall be the sole and exclusive remedy of Parent and Merger Sub against the Company and its Subsidiaries and their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates and Representatives and none of the references Company, any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates or Representatives shall have any further liability or obligation relating to an “Acquisition Proposal” or an “Acquisition Transaction” in arising out of this Agreement or the Transactions and (ii) if Parent or Merger Sub receives any Expense Reimbursement, and thereafter Parent is entitled to receive the Termination Fee under this Section 9.3(b)(i)8.3, all references to “twenty percent (20%)” in the definition amount of “Acquisition Transaction” such Termination Fee shall be deemed reduced by the aggregate amount of such Expense Reimbursement. The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the Transactions, and that, without these agreements, the parties would not enter into this Agreement, and that any amounts payable pursuant to be references to “fifty percent (50%)this Section 8.3 do not constitute a penalty.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to shall terminate this Agreement pursuant to Section 9.1(b)(i7.1(g), or (B) is then available to Parentthis Agreement shall be terminated (x) or by Parent pursuant to Section 9.1(d)(i7.1(b) or (y) pursuant to Section 7.1(d)(i) and, in the case of clause (B)(x) or clause (B)(y); , (B1) following the execution and delivery of this Agreement and prior to such termination of this Agreementtermination, an a bona fide Acquisition Proposal shall have been publicly announced or shall otherwise have become publicly disclosed or publicly known; known and (C2) within twelve (12) 12 months following after such termination of this Agreementtermination, (x) the Company or a Subsidiary of the Company enters shall enter into a definitive agreement with providing for any third party with respect to an Company Acquisition Transaction or any Company Acquisition shall be consummated, then, in the case of clause (A) or (yB), respectively, Company shall pay to Parent cash and issue to Parent shares of Company Common Stock, in such combination as Company may elect (provided that the cash component must be at least $20 million) with an Acquisition Transaction is consummated; aggregate value (such shares of Company Common Stock to be valued at $24.125 per share for all purposes of this Section 7.3(b)(i)) of $50 million (the "TERMINATION FEE"). In the event this Agreement shall be terminated as set forth in which case clause (A), the Termination Fee shall be payable within in two (2) Business Days installments of equal value, the first of which shall be paid contemporaneously with the termination of this Agreement pursuant to Section 7.1(g), and the second of which shall be due and payable on the 30th day after such termination. In the earlier of the events event this Agreement shall be terminated as set forth in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(iiB), in which case the Termination Fee shall be payable concurrently in two installments of equal value, the first of which shall be paid contemporaneously with the execution of a definitive agreement providing for the Company Acquisition, and as a condition the second of which shall be due and payable on the earlier to occur of (i) the effectiveness consummation of such terminationCompany Acquisition and (ii) the 90th days after the date of execution of the definitive agreement relating to such Company Acquisition. If Company satisfies its obligation to pay the Termination Fee in part by delivering to Parent shares of Company Common Stock (the "TERMINATION FEE SHARES"), then Parent shall be entitled to registration rights with respect to such shares as described in the Option Agreement (treating the Termination Fee Shares for all purposes of Section 7 of the Option Agreement as if they were Option Shares (as defined in the Option Agreement)). (ii) The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; oraccordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its actual out-of-pocket costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of fraud in connection with or willful breach of this Agreement. (iii) In the event that Parent shall terminate this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii7.1(f), then Company shall promptly reimburse Parent for Parent's costs and expenses in connection with this Agreement and the transactions contemplated hereby. (iv) For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which case the Termination Fee shall be payable within two shareholders of the Company immediately preceding such transaction hold less than 60% of the aggregate equity interests in the surviving or resulting entity of such transaction, (2ii) Business Days after a sale or other disposition by the Company of assets representing in excess of 40% of the aggregate fair market value of the Company's business immediately prior to such termination. sale or (iii) the acquisition by any person or "group" (as defined under Section 13(d) of the Exchange Act) (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 40% of the voting power of the then outstanding shares of capital stock of the Company. (v) For purposes only of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in this Section 9.3(b)(i7.3(b), all references each reference to “twenty percent (20"15%)” " in the definition of “Acquisition Transaction” Transaction set forth in Section 5.4(a) shall be deemed to be references "40%," and the reference to “fifty percent "85%" in such definition shall be deemed to be "60%." (50%vi) In the event that Company shall terminate this Agreement pursuant to Section 7.1(e), then Parent shall promptly reimburse Company for Company's costs and expenses in connection with this Agreement and the transactions contemplated hereby.”

Termination Fee. The Company shall pay to Parent CytRx a termination fee in an amount in cash equal to $23,040,000 1,500,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, ) in the event that: that (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate terminates this Agreement pursuant to Section 9.1(b)(i8.01(e); (ii) is then available CytRx terminates this Agreement pursuant to ParentSections 8.01(f) or by Parent (g); (iii) CytRx terminates this Agreement pursuant to Section 9.1(d)(i8.01(c), provided that such termination is as a result of the Company’s breach of Section 6.03; or (Biv) following CytRx or the execution and delivery Company terminates this Agreement pursuant to Section 8.01(h), provided, in the case of this Agreement clause (iv), that (A) after the date hereof and prior to such termination of this Agreementthe Company Stockholders’ Meeting, an Acquisition Proposal shall have has been publicly announced and not withdrawn or shall have become publicly disclosed or publicly known; abandoned at the time of termination, and (CB) within twelve (12) months following one year after such termination of this Agreementtermination, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with respect to or consummates such Acquisition Proposal. Payment of the Termination Fee under this Section 8.02 shall be paid by wire transfer of same-day funds to an account designated by CytRx, in the event of payment pursuant to clause (i) above on the date of termination of this Agreement, in the event of payment pursuant to clauses (ii) or (iii) above within three business days following the date of termination of this Agreement, and in the event of payment pursuant to clause (iv) above, on the date of the execution and delivery by the Company of the definitive agreement regarding such Acquisition Proposal. CytRx acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement or any third party document or instrument delivered in connection herewith, the rights set forth in clause (iii) of this Section 8.02 shall be the sole and exclusive remedy of CytRx, Merger Subsidiary and their respective affiliates against the Company or its Subsidiaries or any of their respective affiliates with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier Company’s breach of the events in clause (C)(x) or (y); (ii) Section 6.03 of this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness (excluding any willful breach of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%provisions).”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in In the event that: (i) (Ax) prior to the Effective Time and after the date hereof, any Person shall have made an Acquisition Proposal, which proposal has been publicly disclosed and not withdrawn, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal, (y) thereafter this Agreement is terminated by Parent or the Company any party pursuant to Section 9.1(b)(i)(A7.01(c) without the Granite Stockholder Approval having been obtained or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i7.01(d)(ii) is then available to Parentand (z) or by Parent pursuant to Section 9.1(d)(i); (B) following within one year after the execution and delivery of this Agreement and prior to such termination of this Agreement, an the Acquisition Proposal referred to in Section 7.02(a)(i)(x) above or any Acquisition Proposal with such Person making the Acquisition Proposal referred to in Section 7.02(a)(i)(x) above shall have been consummated or any definitive agreement with respect to such Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and entered into (C) within twelve (12) months following such termination provided that for purposes of this Agreement, clause (xz) the Company or a Subsidiary references to “20%” in the definition of the Company enters into a definitive agreement with any third party with respect to an “Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee Proposal” shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (ydeemed to be references to “50%”);; or (ii) this Agreement is terminated by the Company FNB pursuant to Section 9.1(c)(ii7.01(b) (if such termination is based on a material breach of Section 5.04 or Section 5.08) or pursuant to Section 7.01(e); then Granite shall pay to FNB a termination fee of $450,000 (the “Termination Fee”) (A) in the case of clause (i) above, one Business Day after the earlier of the execution of a definitive agreement with respect to, or the consummation of, any Acquisition Proposal referred to in which sub-clause (i)(z) above, (B) in the case of a termination described in clause (ii) above, one Business Day after the delivery of the written notice of termination required by Section 7.01. In no event shall Granite be required to pay the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)on more than one occasion.”

Termination Fee. The Notwithstanding Section 10.3 above, in the event that there is a valid and effective termination of this Agreement (i) by CAC pursuant to Section 10.1(d), then the Company shall pay to Parent $23,040,000 CAC a termination fee (the “Company Termination Fee”), or (ii) by the Company pursuant to Section 10.1(e), then CAC shall, subject to Section 11.1, pay to the Company a termination fee (the “CAC Termination Fee” and either of the CAC Termination Fee or the Company Termination Fee, a “Termination Fee”), equal to the amount of the reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of (A) in the case of (i) above, CAC and (B) in the case of (ii) above, the Company, the Seller or the Company Entities, in each instance 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 and any Transaction Financing through the date of such termination, including legal, accounting and other third-party fees, in either instance, up to an aggregate maximum amount of Seven Hundred Thousand Dollars ($700,000). The Termination Fee shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing by Parentthe terminating Party within five (5) Business Days after the terminating Party delivers to the other Party the amount of such costs and expenses, along with reasonable documentation in connection therewith. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where the Termination Fee is payable, the payment of the Termination Fee shall, in light of the event that: (i) (A) difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the terminating Party would otherwise be entitled to assert against the other Parties or any of their respective Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement is terminated by Parent or Agreement, the Company pursuant Ancillary Documents and the Transactions and shall constitute the sole and exclusive remedy available to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (the terminating Party, provided, that with respect the foregoing shall not limit (x) any Party from Liability for any Fraud Claim relating to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and events occurring prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (xy) the rights of the Company or a Subsidiary the obligations of CAC under the Company enters into a definitive agreement with any third party with respect Note (except to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(xextent expressly set forth therein) or (y); (iiz) the rights of a Party to seek specific performance or other injunctive relief in lieu of terminating this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Agreement.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) a bona fide proposal or offer with respect to a Competing Transaction shall have been made, proposed or communicated (and not withdrawn), after the date hereof and prior to the Shareholders’ Meeting (or prior to the termination of this Agreement if there has been no Shareholders’ Meeting), (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i8.02(a) or Section 8.02(c); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such after the termination of this Agreement, (x) the Company or a Subsidiary any of the Company its Subsidiaries consummates, or enters into a definitive agreement with in connection with, any third party with respect Competing Transaction by a Third Party (in each case whether or not the Competing Transaction was the same Competing Transaction referred to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(xA)) or (yprovided that for purposes of this Section 8.06(a), all references to “15%” in the definition of “Competing Transaction” shall be deemed to be references to “100%”); (ii) this Agreement is terminated by the Company Parent pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination8.04; or (iii) this Agreement is terminated by Parent the Company pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii8.03(c), then the Company shall pay, or cause to be paid, to Parent or its designees an amount equal to US$340,000 (the “Company Termination Fee”) by wire transfer of same day funds as promptly as possible (but in which case the Termination Fee shall be payable any event (x) within two (2) Business Days after such terminationtermination in the case of a termination referred to in clause (ii) above, (y) at least one (1) Business Day prior to and as a condition of the consummation by the Company of a Competing Transaction or entry by the Company into the definitive agreement in connection with a Competing Transaction in the case of a termination referred to in clause (i) above, or (z) prior to or concurrently with the termination of this Agreement in case of a termination pursuant to clause (iii) above); it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (b) Parent will pay, or cause to be paid, to the Company an amount equal to US$680,000 (the “Parent Termination Fee”) if this Agreement is terminated by the Company pursuant to Section 8.03(a) or Section 8.03(b), such payment to be made as promptly as possible (but in any event within five (5) Business Days following such termination by wire transfer of same day funds); it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 8.06 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 8.06(a) or Section 8.06(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 8.06, the parties hereto would not have entered into this Agreement. (d) (i) Subject to Section 9.08, the Equity Commitment Letter and the Guarantee, in the event that Parent or Merger Sub fails to effect the Closing for any reason or no reason or they otherwise breach this Agreement or otherwise fail to perform hereunder, then the Company’s right to terminate this Agreement and receive the Parent Termination Fee pursuant to Section 8.06(b) and the guarantee of such obligations pursuant to the Guarantee (subject to their terms, conditions and limitations), shall be the sole and exclusive remedy of any Group Company and all members of the Company Group against (A) Parent, Merger Sub, the Guarantor, and the Sponsor, (B) the former, current and future direct or indirect holders of any equity, general or limited partnership or liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, stockholders, successors or assignees of Parent, Merger Sub, the Guarantor or the Sponsor, (C) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent, Merger Sub or any Guarantor or Sponsor, or (D) any former, current or future direct or indirect holders any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, stockholders, successors or assignees of any of the foregoing (clauses (A) through (D) of this Section 8.06(e), collectively, the “Parent Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the Merger or the other Transactions to be consummated. For purposes the avoidance of doubt, neither Parent nor any other member of the references Parent Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions (including the Equity Commitment Letter and the Guarantee) other than the payment of the Parent Termination Fee pursuant to an Section 8.06(b), and the costs and expenses pursuant to Section 8.06(c), and in no event shall any Group Company, the direct or indirect shareholders of the Company or any other Group Company, or any of their respective Affiliates, directors, officers, employees, members, managers, partners, representatives, advisors or agents of the foregoing, (collectively, the “Acquisition Proposal” Company Group”) seek, or an “Acquisition Transaction” permit to be sought, on behalf of any member of the Company Group, any monetary damages from any member of the Parent Group in connection with this Agreement or any of the Transactions (including the Equity Commitment Letter and the Guarantee), other than (without duplication) from Parent or Merger Sub to the extent provided in Section 9.3(b)(i8.06(b) and Section 8.06(c), all references or the Guarantor to “twenty percent (20%)” the extent provided in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Guarantee.”

Termination Fee. The (a) In the event that after the date of this Agreement a bona fide Acquisition Proposal shall have been made known to the Company Board or shall have been made directly to the Company Shareholders generally or any person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to the Company and (i) (A) thereafter this Agreement is terminated by either Party pursuant to Section 10.1(b) without the requisite vote of the Company Shareholders having been obtained or (B) thereafter this Agreement is terminated by Buyer pursuant to Section 10.1(b) or 10.1(d), and, in either case, (ii) prior to the date that is twelve (12) months after the date of such termination, the Company enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then the Company shall, on the date of consummation of such transaction pay Buyer, by wire transfer of same day funds, a fee equal to Parent $23,040,000 17,000,000 (the “Termination Fee”); provided, that for purposes of this Section 11.2, all references in the definition of Acquisition Proposal to “25%” shall instead refer to “50%”. (b) In the event that this Agreement is terminated by Buyer pursuant to Section 10.1(e), then the Company shall pay Buyer, by wire transfer of immediately available funds to an account or accounts designated same day funds, the Termination Fee as promptly as reasonably practicable after the date of termination (and in writing by Parentany event, in the event that:within three (3) business days thereafter). (ic) (A) this Agreement is terminated Notwithstanding anything to the contrary herein, but without limiting the right of either Party to recover liabilities or damages arising out of the other Party’s willful and material breach of any provision of the Agreement, the maximum aggregate amount of fees, expenses or other amounts payable by Parent or the Company pursuant in respect of any failure to consummate the Merger shall be equal to the Termination Fee. (d) Each of Buyer and the Company acknowledges that the agreements contained in this Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination 11.2 are an integral part of the transactions contemplated by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of that, without these agreements, the other Party would not enter into this Agreement, (x) . If the Company or a Subsidiary fails to pay the amounts payable pursuant to this Section 11.2, then the Company shall pay interest on such overdue amounts (for the period commencing as of the Company enters into date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) at a definitive agreement with rate per annum equal to the “prime rate” (as announced by JPMorgan Chase & Co. or any third party with respect successor thereto) in effect on the date on which such payment was required to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case be made for the Termination Fee shall be payable within two (2) Business Days after the earlier period commencing as of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of date that such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed overdue amount was originally required to be references to “fifty percent (50%)paid.”

Termination Fee. The (a) In the event that this Agreement is terminated by Parent pursuant to Section 9.3(a), Section 9.3(b) or Section 9.3(c), the Company shall pay to Parent a termination fee equal to the sum of (i) either (A) $23,040,000 271,204, in the event the Price Reduction Trigger has not occurred prior to the time at which the Termination Fee becomes due hereunder, or (B) $250,458, in the event the Price Reduction Trigger has occurred prior to the time at which the Termination Fee becomes due hereunder, plus (ii) all of Parent’s documented, out-of-pocket expenses (collectively, the “Termination Fee”), ) by wire transfer of immediately available same day funds within one (1) Business Day following the date of such termination of this Agreement, to an the account or accounts designated in writing by Parent, in the event that:. (b) If (i) after the Agreement Date and prior to the date of the termination of this Agreement contemplated by clause (Aii) below, an Acquisition Proposal shall have become publicly known or otherwise communicated to the Company Stockholders and not withdrawn, (ii) thereafter, this Agreement is terminated by Parent pursuant to Section 9.1(b)(i), unless the failure to effect the Merger Closing prior to the End Date is primarily due to a breach by Parent of any of its representations, warranties, covenants or agreements set forth in this Agreement or any of the other Deal Agreements, and (iii) within six (6) months of such termination of this Agreement, the Company enters into a definitive agreement providing for any transaction contemplated by, or otherwise consummates a transaction with respect to, any Acquisition Proposal referred to in clause (i) above, then, in such case, the Company shall pay to Parent the Termination Fee by wire transfer of same day funds on the date such transaction is consummated, to the account designated by Parent (provided that for purposes of this Section 9.5(b) the references to “15%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”). (c) In the event this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A9.1(b)(i) or Section 9.1(b)(i)(B) (providedand, that with respect prior to such termination by termination, both (x) the CompanyMinimum Tender Condition shall not have been satisfied, and (y) holders of a majority of the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following Company Common Stock shall not have approved the execution and delivery adoption of this Agreement and prior the approval of the Merger at the Stockholders’ Meeting, in each case, unless the failure to close by the End Date is primarily due to a breach by Parent of any of its representations, warranties, covenants or agreements set forth in this Agreement or any of the other Deal Agreements, then the Company shall pay to Parent the Termination Fee by wire transfer of same day funds within one (1) Business Day following the date of such termination of this AgreementAgreement to the account designated by Parent. (d) For the avoidance of doubt, an Acquisition Proposal in no event shall the Company be obligated to pay, or cause to be paid, the Termination Fee on more than one occasion. (e) Except as explicitly set forth in any other Deal Agreements, Parent’s right to receive payment of the Termination Fee pursuant to Section 9.5(a), Section 9.5(b), or Section 9.5(c) shall be the sole and exclusive remedy of Parent and its Affiliates against the Company or any of its former, current or future directors, officers, employees, agents, equityholders, representatives, Affiliates or assignees (collectively, “Company Related Persons”) or any other Person in connection with the termination of this Agreement in the circumstance described in this Section 9.5 and upon payment or tender of such amount, none of the Company, any of its Company Related Persons, nor any other Person shall have been publicly announced any further liability or shall have become publicly disclosed obligation relating to or publicly known; and (C) within twelve (12) months following such termination arising out of this Agreement, (x) the Company other Deal Agreements or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction transactions contemplated hereby or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)thereby.”

Termination Fee. The Company shall pay to Parent $23,040,000 (a) If, but only if, the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event thatAgreement is terminated: (i) (A) this Agreement is terminated by Parent or either the Company or Parent pursuant to Section 9.1(b)(i)(A8.1(b)(i) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent8.1(b)(iii) or by Parent pursuant to Section 9.1(d)(i8.1(d)(i); , in any such case if the Company (Bx) following receives or has received an Acquisition Proposal, which proposal has been publicly announced after the execution and delivery date of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (Cy) within twelve (12) months following such of the termination of this Agreement, (x) consummates a transaction regarding, or executes a binding or definitive agreement which is later consummated with respect to, any Acquisition Proposal, then the Company shall pay, or cause to be paid, to Parent a Subsidiary of fee equal to $2,500,000 (the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y“Termination Fee”) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company plus, if not previously paid pursuant to Section 9.1(c)(ii8.3(a)(ii) below, the Expense Amount, by wire transfer of same day funds to an account designated by Parent, not later than the consummation of such transaction arising from any such Acquisition Proposal; provided, however, that for purposes of this Section 8.3(a)(i), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” Proposal shall be deemed to be references to “fifty percent (50%)”; (ii) by either the Company or Parent pursuant to Section 8.1(b)(iii), the Company shall pay, or cause to be paid, to Parent the Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (iii) by the Company pursuant to Section 8.1(c)(ii) then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent as a condition to the effectiveness of such termination; or (iv) by Parent pursuant to Section 8.1(d)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination.” (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) any Termination Fee paid by the Company pursuant to Section 8.3(a) shall be Parent and Merger Sub’s sole and exclusive remedy with respect to the termination of this Agreement or any breach by the Company hereunder other than in the event of fraud or a willful breach; (ii) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the party entitled to payment; and (iii) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Payment is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the payment of any amount set forth in this Section 8.3, the Company shall pay Parent the costs and expenses of Parent in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.

Termination Fee. The Company (a) If Purchaser terminates this Agreement pursuant to Section 9.1(e) or Seller terminates this Agreement pursuant to Section 9.1(h), then Seller shall pay to Parent $23,040,000 (the “Termination Fee”)Purchaser, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentPurchaser, in a fee of $875,000 (the event that: “Termination Fee”) (i) (A) this Agreement is terminated by Parent or in the Company case of a termination pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided9.1(e), that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier date of the events in clause (C)(x) or (y); such termination and (ii) in the case of a termination pursuant to Section 9.1(h), concurrently with such termination. (b) If (i) after the date of this Agreement, an Acquisition Proposal is made, proposed or communicated to the Seller Board or becomes publicly known; (ii) thereafter this Agreement is terminated by the Company either Seller or Purchaser pursuant to Sections 9.1(b) or 9.1(d), or by Purchaser pursuant to Section 9.1(c)(ii9.1(g); and (iii) within twelve (12) months after such termination (A) any transaction included within the definition of an Acquisition Proposal is consummated or (B) Seller enters into a definitive agreement providing for the consummation of any transaction within the definition of Acquisition Proposal, then Seller shall pay to Purchaser, by wire transfer of immediately available funds to an account designated in which case writing by Purchaser, the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after of the first to occur of (1) consummation of such termination. For transaction or (2) execution of such definitive agreement; provided that, solely for purposes of this Section 9.2(b), the references to an term “Acquisition Proposal” or an “Acquisition Transaction” shall have the meaning ascribed thereto in Section 9.3(b)(i)this Agreement, except that all references to “twenty percent 20% shall be changed to 50%. (20%)” c) Notwithstanding anything herein to the contrary, Purchaser’s right to receive a Termination Fee pursuant to this Section 9.2 under circumstances under which Purchaser is entitled to receive the Termination Fee shall be the sole and exclusive remedy of Purchaser or any of its Affiliates against Seller or its Representatives for any and all losses that may be suffered based upon, resulting from or arising out of the circumstances giving rise to such termination, and upon payment of the Termination Fee to Purchaser, Seller and its Representatives shall have no liability or obligation relating to or arising out of the failure to consummate the Contemplated Transactions. Purchaser agrees that in no event shall Seller be obligated to pay the Termination Fee on more than one occasion. (d) Each of the parties hereto acknowledges that the agreements contained in this Section 9.2 are an integral part of this Agreement, and that the Termination Fee is not a penalty, but rather is a reasonable amount that will compensate Purchaser in the definition circumstances in which such payment is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of “Acquisition Transaction” the consummation of the Contemplated Transactions, each of which amounts would otherwise be impossible to calculate with precision. In addition, if Seller fails to pay in a timely manner any amount due pursuant to Section 9.2(a) or Section 9.2(b), as applicable, then Seller shall be deemed to be references to “fifty percent reimburse Purchaser for all reasonable costs and expenses (50%)including disbursements and fees of counsel) incurred in the collection of such overdue amount, including in connection with any related actions, litigation, or other proceeding commenced.”

Termination Fee. The (a) Notwithstanding anything to the contrary contained herein, if this Agreement is terminated by Buyer pursuant to Section 7.3(e), the Company shall pay Buyer an amount equal to Parent $23,040,000 800,000 (the “Termination Fee”), by wire transfer of ) in immediately available funds within five (5) Business Days after the date of such termination. The parties acknowledge and agree that in no event will the Company be required to an account or accounts designated in writing by Parent, in pay the event that:Termination Fee on more than one occasion. (ib) (A) Notwithstanding anything to the contrary contained herein, if this Agreement is terminated by Parent or the Company Buyer pursuant to Section 9.1(b)(i)(A7.1(i) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement Buyer pursuant to Section 9.1(b)(i) is 7.3(b), then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal Buyer shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) pay the Company or a Subsidiary of an amount equal to $800,000 (the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or “Breakup Fee”) in immediately available funds within five (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (25) Business Days after the earlier date of such failure. The parties acknowledge and agree that in no event will the Buyer be required to pay the Breakup Fee on more than one occasion. (c) The parties acknowledge that the agreements contained in this Section 7.5 are an integral part of the events in clause (C)(x) or (y); (ii) transactions contemplated hereby, and that, without these agreements, the parties would not enter into this Agreement is terminated by Agreement. In light of the Company pursuant difficulty of accurately determining actual Losses with respect to Section 9.1(c)(ii)the foregoing, in which case the parties acknowledge that the Termination Fee and the Breakup Fee, in the circumstances in which such fees become payable, constitute a reasonable estimate of the Losses that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages and is not a penalty, and shall be payable concurrently the sole and exclusive remedy for any and all Losses suffered or incurred by the Sellers in connection with this Agreement, the transactions contemplated hereby (and as a condition to the effectiveness of abandonment or termination thereof) or any matter forming the basis for such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%).”

Termination Fee. The (a) If (i) this Agreement is validly terminated by the Company shall pay pursuant to Parent $23,040,000 (the “Termination Fee”Section 6.1(e), then Parent shall, within three (3) Business Days of any such termination, pay (or cause to be paid) the Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that:Company. (b) The Parties acknowledge and agree that (i) the provisions contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement and are included herein in order to induce the Company to enter into this Agreement and to reimburse the Company for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement; and (ii) any amounts payable pursuant to Section 6.3(a) are a reasonable approximation of the Company’s damages and do not constitute a penalty. The Parties expressly acknowledge and agree that, if the Termination Fee is payable pursuant to Section 6.3(a), (A) this Agreement is terminated by Parent receipt of the Termination Fee shall be the sole and exclusive remedy (whether at law, equity, in contract, in tort or the Company pursuant to Section 9.1(b)(i)(Aotherwise) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by of the Company, its Subsidiaries, the right to terminate this Agreement pursuant to Section 9.1(b)(iSellers and each of their Affiliates against Parent, Acquisition Corp., the Debt Financing Sources or any of their respective Affiliates or any of the former, current, or future general or limited partners, stockholders or equityholders, managers, members, directors, officers, employees, trustees, representatives or agents or any former, current or future general or limited partner, direct or indirect stockholder or equityholder, manager, member, director, officer, employee, trustee, Affiliate, representative or agent of any of the foregoing (collectively, “Parent’s Related Parties”) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following in connection with the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal the Ancillary Agreements and the transactions contemplated by this Agreement; (B) under no circumstances shall have been publicly announced any of the Company, its Subsidiaries, the Sellers or shall have become publicly disclosed or publicly knownany of their Affiliates be entitled to collect the Termination Fee on more than one occasion; and (C) within twelve except for the payment by Parent of the Termination Fee, in no event shall Parent’s Related Parties be subject to (12nor shall any of the Company, its Subsidiaries, the Sellers or any of their Affiliates seek to recover) months following such termination Liability relating to or arising out of this AgreementAgreement or the Debt Commitment Letter (including, (x) for the Company or a Subsidiary avoidance of doubt, the Company enters into a definitive agreement with Debt Financing), any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier breach of the events in clause (C)(x) or (y); (ii) this Agreement is terminated or the Debt Commitment Letter, or any failure of such transactions contemplated by this Agreement or the Company pursuant Debt Commitment Letter to Section 9.1(c)(ii)be consummated, in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) each case, whether based on contract, tort or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” strict liability or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)otherwise.”

Termination Fee. The (a) In the event this Agreement is validly terminated: (i) by the Company pursuant to Section 8.1(c)(i) for a breach by Buyer of Section 4.11 or pursuant to Section 8.1(c)(ii) for a breach or deemed breach by Buyer of Section 5.5, (ii) by the Company or Buyer pursuant to Section 8.1(d) (and at the time of such termination the condition set forth in Section 7.1(a) or Section 7.1(b) shall not have been satisfied), (iii) by the Company or Buyer pursuant to Section 8.1(f) if such termination right arose out or relating to an Antitrust Law or (iv) by Buyer at a time when the Company could have terminated this Agreement pursuant the termination rights described in the foregoing clauses (i), (ii) or (iii), Buyer shall, subject to the last sentence of Section 8.3(b), promptly, within three (3) Business Days after the date of such termination, pay or cause to Parent be paid to the Company a nonrefundable amount that is not subject to offset equal to $23,040,000 300,000,000 (the “Termination Fee”), plus Buyer’s portion of any Shared Expenses paid or incurred by the Company Entities prior to such termination in accordance with Section 9.5, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company; provided, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreementhowever, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreementthat, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) if this Agreement is terminated by the Company in respect of Actual Fraud or a willful or intentional breach of Section 5.5 by Buyer or Merger Sub (including any failure by Buyer or Merger Sub to comply with its obligations under Section 5.5 or by Walgreens of its obligation under Section 5 of the Buyerside Support Agreement, or to consummate the transactions contemplated by this Agreement when such transactions are required to be consummated pursuant to Section 9.1(c)(ii2.2, regardless of whether the Financing has been obtained), in which case and the Company shall have a right to receive the Termination Fee shall be payable concurrently with and as a condition to the effectiveness in respect of such termination; or, then the Company shall be permitted to elect, by including written notice of such election in the notice of such termination that it delivers to Buyer, to pursue any damages and other remedies available at law or in equity available to the Company in respect of such termination, and, in the case the Company makes such an election, under no circumstance shall Buyer have any obligation to pay to the Company the Termination Fee. (iiib) If Buyer fails to pay when due any amount payable by Buyer under this Section 8.3, then: (i) Buyer shall reimburse the Company for all costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by the Company of its rights under this Section 8.3 and (ii) Buyer shall pay to the Company interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid through the date such overdue amount is actually paid to the Company in full) at a rate per annum equal to five percent (5%) over the “prime rate” (as published by the Wall Street Journal or any successor thereto) in effect on the date such overdue amount was originally required to be paid. Without prejudice to the Company’s rights under Section 9.18, and subject to the last sentence of this Section 8.3(b), if this Agreement is terminated in circumstances where the Termination Fee is payable, except in the event of Actual Fraud or a willful or intentional breach of Section 5.5 by Parent Buyer or Merger Sub (it being understood that any failure by Buyer or Merger Sub to comply with its obligations under Section 5.5 or by Walgreens of its obligation under Section 5 of the Buyerside Support Agreement, or to consummate the transactions contemplated by this Agreement when such transactions are required to be consummated pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii2.2, regardless of whether the Financing has been obtained shall constitute a willful and intentional breach), in which case the Company’s receipt and acceptance of the Termination Fee from Buyer pursuant to this Section 8.3 and reimbursement or payment by Buyer of Buyer’s portion of any Shared Expenses and expense reimbursement under this Section 8.3(b) shall be payable within two (2) Business Days after such termination. For purposes the sole and exclusive remedy of the references to an “Acquisition Proposal” Company and its Affiliates against Buyer, Merger Sub, the Debt Financing Parties, the Cigna Equity Financing Parties and any of their respective former, current, or an “Acquisition Transaction” future stockholders, managers, members, directors, officers, Affiliates or agents for any Losses suffered as a result of any breach of any covenant or agreement in Section 9.3(b)(i), all references to “twenty percent (20%)” in this Agreement or the definition failure of “Acquisition Transaction” shall be deemed the transactions contemplated hereby to be references consummated, and upon payment of such amounts, none of Buyer, Merger Sub or any of their respective former, current, or future stockholders, managers, members, directors, officers, Affiliates or agents shall have any further liability relating to “fifty percent or arising out of this Agreement or the transactions contemplated by this Agreement (50%except that such Persons (other than the Debt Financing Parties and the Cigna Equity Financing Parties) shall remain obligated for, and the Company may be entitled to remedies with respect to, any reimbursement obligations of Buyer pursuant to the first sentence of this Section 8.3(b)).”

Termination Fee. The (i) If this Agreement is terminated by Parent pursuant to any of Sections 8.01(c)(i) through Section 8.01(c)(vi) or by the Company pursuant to Section 8.01(d)(i), then the Company shall pay to Parent $23,040,000 US$1,386,055 (the “Termination Fee”), ) within one (1) Business Day after such termination by wire transfer of immediately available funds in US Dollars to an any account or accounts designated in writing by Parent, in the event that:Purchaser. (iii) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided8.01(b)(i), that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i8.01(c)(vii) or Section 8.01(c)(viii) (but only if the failure to satisfy the condition specified therein results from an intentional breach by the Company of any of its representations, warranties, covenants or agreements contained herein) or by the Company pursuant to Section 8.01(d)(iii); , (B) following after the execution and delivery date of this Agreement and prior to such termination of this Agreementtermination, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed otherwise been communicated to the Company Board or publicly known; its shareholders generally and (C) within twelve (12) 12 months following the date of such termination of this Agreementtermination, (x) the Company or a Subsidiary of the Company enters shall have entered into a definitive agreement with any third party with respect to or recommended to its shareholders an Acquisition Transaction Proposal or (y) an Acquisition Transaction is consummated; Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “10%” in which case the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay to Parent in immediately available funds in US Dollars, concurrently with the occurrence of the applicable event described in clause (C), the Termination Fee. (iii) Parent and Purchaser agree that, upon any termination of this Agreement under circumstances where the Termination Fee shall be is payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to this Section 9.1(c)(ii)9.04(b) and such Termination Fee is paid in full, Parent and Purchaser shall be precluded from any other remedy against the Company in which case connection with this Agreement or the transactions contemplated hereby. Under no circumstances shall the Company be required to pay the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)on more than one occasion.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: : (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i7.01(b)(i) or Section 7.01(b)(iii); provided that (BA) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition a bona fide Takeover Proposal shall have been publicly announced made, publicly proposed or shall have become otherwise publicly disclosed communicated after the date of this Agreement and not withdrawn prior to the earlier of the completion of the Company Stockholders’ Meeting (including any adjournment or publicly known; postponement thereof) and the time of termination and (CB) within twelve (12) months following such termination of the date this AgreementAgreement is terminated, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction a Takeover Proposal (whether or (y) an Acquisition Transaction is consummated; in which case not such Takeover Proposal was the Termination Fee shall be payable within two (2) Business Days after the earlier of the events same Takeover Proposal referred to in clause (C)(xA)) or and such Takeover Proposal is subsequently consummated (yeven if after such twelve-month period); ; provided that, for purposes of clauses (iiA) and (B) of this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii7.03(a)(i), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (2025%)” in the definition of “Acquisition Transaction” Takeover Proposal shall be deemed to be references to “fifty percent (50%”; or 60 (ii) this Agreement is terminated (A) by Parent pursuant to Section 7.01(c)(ii) or (B) by the Company pursuant to Section 7.01(d)(ii); then, in any such event under clause (i) or (ii) of this Section 7.03(a), the Company shall pay the Company Termination Fee to Parent or its designee by wire transfer of same day funds (x) in the case of Section 7.03(a)(ii)(A), within two business days after such termination, (y) in the case of Section 7.03(a)(ii)(B), simultaneously with such termination or (z) in the case of Section 7.03(a)(i), within two business days after the consummation of the Takeover Proposal referred to therein; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. As used herein, “Company Termination Fee” shall mean a cash amount equal to $177,000,000. (b) In the event the Company Termination Fee is paid to Parent in circumstances for which such fee is payable pursuant to Section 7.03(a), payment of the Company Termination Fee shall be the sole and exclusive monetary damages remedy of the Parent Related Parties against the Company and its Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates (collectively, “Company Related Parties”) for any loss suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions. ARTICLE VIII Miscellaneous SECTION 8.01.

Termination Fee. The (1) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, the Company shall pay the Purchaser the Termination Fee (less any Taxes required to Parent $23,040,000 be withheld by Law) in accordance with Section 8.2(3). (2) For the purposes of this Agreement, “Termination Fee”” means $4,139,760 and “Termination Fee Event” means the termination of this Agreement: (a) by the Purchaser, pursuant to Section 7.2(1)(d)(ii) (Termination for Board actions) or Section 7.2(1)(d)(iii) (Termination for Breach of Non-Solicitation Covenants); (b) by the Purchaser, pursuant to Section 7.2(1)(d)(i) (Termination for breach), if such breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement is wilful; (c) by the Company, pursuant to Section 7.2(1)(c)(ii) (Termination for Superior Proposal or Change in Recommendation as a result of Superior Proposal); (d) by the Company or the Purchaser pursuant to Section 7.2(1)(b)(i) (Termination for failure to obtain Required Approval) or Section 7.2(1)(b)(iii) (Termination for expiry of Outside Date), or by the Purchaser pursuant to Section 7.2(1)(d)(i) (Termination for breach) if: (i) prior to such termination, an Acquisition Proposal is made or publicly announced by any Person other than the Purchaser or any of its affiliates or any Person (other than the Purchaser or any of its affiliates) shall have publicly announced an intention to do so; and (ii) within one hundred and eighty (180) days following the date of such termination: (i) an Acquisition Proposal is consummated; or (ii) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a contract in respect of an Acquisition Proposal. (3) The Termination Fee shall be paid by the Company to the Purchaser as follows, by wire transfer of immediately available funds (less any Taxes required to an account or accounts designated in writing be withheld by ParentLaw), in the event thatif a Termination Fee Event occurs due to: (ia) (A) a termination of this Agreement is terminated by Parent or the Company pursuant to described in Section 9.1(b)(i)(A8.2(2)(a) or Section 9.1(b)(i)(B8.2(2)(b) (providedTermination by Purchaser), that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after of the occurrence of such Termination Fee Event; (b) a termination of this Agreement described in Section 8.2(2)(c) (Termination by Company), prior to or concurrent with the occurrence of such Termination Fee Event; (c) a termination of this Agreement described in Section 8.2(2)(d) (Termination by Company or Purchaser) on or prior to the earlier of the events consummation of the Acquisition Proposal or the entering into of the contract referred to in clause (C)(x) or (ySection 8.2(2)(d);. (ii4) The Company acknowledges that the agreements contained in this Agreement Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Purchaser would not enter into this Agreement, and that the amounts set out in this Section 8.2 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which the Purchaser will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is terminated by not a penalty. The Company irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. (5) The Company agrees that the Company payment of the Termination Fee pursuant to this Section 8.2 is in addition to any damages or other payment or remedy to which the Purchaser may be entitled under Section 8.6 (Injunctive Relief). For greater certainty, the Parties agree that the right to receive payment of the amount determined pursuant to Section 9.1(c)(ii8.2(2), in which case the Termination Fee shall be payable concurrently manner provided therein, is, where such amount has been paid in full, the sole monetary remedy of the Purchaser in respect of the event giving rise to such payment, other than the right to injunctive relief in accordance with and as a condition Section 8.6 (Injunctive Relief) hereof to restrain any breach or threatened breach of the effectiveness covenants or agreements set forth in this Agreement or the Confidentiality Agreement or otherwise to obtain specific performance of any of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) acts, covenants or Section 9.1(d)(iii)agreements, without the necessity of posting a bond or security in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)connection therewith.”

Termination Fee. The Company shall pay To induce the Offeror to Parent $23,040,000 (enter into this Merger Agreement and to pursue and make the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by ParentOffer, in the event that: a. this Merger Agreement is terminated pursuant to Clause 9.1e; or b. this Merger Agreement is terminated pursuant to Clause 9.1f; or c. if (i) prior to the Closing Date, a public announcement has been made indicating that a third party has made, is preparing or increases an Alternative Proposal (Aor an Alternative Proposal is made directly to the Company’s shareholders), (ii) thereafter this Merger Agreement is terminated by Parent either the Offeror or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; Clause 9.1c and (Ciii) within twelve (12) 12 months following after such termination of this Agreementtermination, (x) the Company or a Subsidiary of the Company enters into a definitive agreement to consummate, or consummates, the transactions contemplated by any Alternative Proposal; the Company shall pay in cash a fee to the Offeror of EUR 20,232,000 as compensation for opportunity costs and other costs incurred by the Offeror in connection with the Offer. The fee of EUR 20,232,000 will not be subject to any third party with respect gross-up for Taxes or to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee any Tax withholding. Payment shall be payable made by the Company (i) immediately upon termination of this Merger Agreement, in the case of subclause (a), (ii) within two (2) Business Days after termination of this Merger Agreement, in the earlier case of subclause (b) or (iii) on the date of the first to occur of the events described in clause subclause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(iic)(iii), in which the case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or subclause (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iiic), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of subclause (c)(iii) above only, the references term Alternative Proposal shall have the meaning assigned to an “Acquisition Proposal” or an “Acquisition Transaction” such term in Section 9.3(b)(i)Clause 8.1, except that all references to “twenty percent (2010%)” in the definition of “Acquisition Transaction” therein shall be deemed to be references to “fifty percent (5040%)”.”

Termination Fee. The (a) In the event (i) this Agreement is terminated by Reliant pursuant to Section 9.1(b) and (ii) at any time after the date of this Agreement and at or before the Company Meeting (including, for the avoidance of doubt, any adjournment or postponement thereof) an Acquisition Proposal shall have been received by or communicated or otherwise made known to the Company or any of its Subsidiaries, which has not been withdrawn prior to the date of the termination of this Agreement, and within 12 months after the date of termination of this Agreement the Company or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates, any Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then the Company shall pay to Parent Reliant a termination fee of $23,040,000 6,000,000 (the “Termination Fee”) on the earlier of the date of the Company’s or its Subsidiary’s, as applicable, execution of such definitive agreement or consummation of such Acquisition Proposal; provided that, for purposes of this Section 9.3(a), all references in the definition of Acquisition Proposal to “20%” shall instead be deemed to be references to “50%.” (b) In the event this Agreement is terminated by the Reliant Parties pursuant to Section 9.1(g) or Section 9.1(h), the Company shall pay Reliant the Termination Fee not later than two Business Days after the date of termination of this Agreement. (c) In the event this Agreement is terminated by the Company pursuant to Section 9.1(j), the Company shall pay to Reliant the Termination Fee not later than two Business Days after the date of termination of this Agreement. Any termination fee and other amounts payable in accordance with this Section 9.3 shall be paid by wire transfer of immediately available funds to an account designated by Reliant or accounts designated the Company, as applicable. The Parties acknowledge that the agreements contained in writing this Section 9.3 are an integral part of the transactions contemplated by Parentthis Agreement and that absent such agreements the Parties would not have entered into this Agreement. In the event a Party fails to timely make payment of any amounts due and payable by such Party under this Section 9.3, the Party failing to make such payment shall pay or reimburse the Party entitled to receive such payment all costs and expenses (including reasonable attorneys’ fees and expenses and court costs) incurred by such Party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such amounts unpaid at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment. The Termination Fee and other amounts payable pursuant to this Section 9.3 constitute liquidated damages and not a penalty and, except in the case of fraud or willful or intentional breach of this Agreement, shall be the sole monetary remedy of the Parties in the event that: (i) (A) this Agreement is terminated by Parent or under the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; circumstances described in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%Sections 9.3(a)-(c).”

Termination Fee. The (a) If this Agreement is terminated by Purchaser or the Company pursuant to Section 9.02(b) or Section 9.02(c), and at the time of such termination, all conditions to the Closing are satisfied or waived (other than those conditions which by their nature are to be satisfied by actions to be taken, or delivered, or to be made, at the Closing (but subject to such conditions being capable of being satisfied)), other than the conditions set forth in either (A) Section 8.01(a), but solely with respect to a temporary restraining order, preliminary or permanent injunction, final judgment or other Order relating to the HSR Act or any other Antitrust/FDI Law or (B) Section 8.01(b), then Purchaser shall pay to Parent $23,040,000 Seller an amount equal to the Purchaser Termination Fee (x) within two (2) Business Days after the “date of termination of this Agreement (in the case of any such termination by the Company) or (y) concurrently with such termination by Purchaser (in the case of any such termination by Purchaser). The parties hereto acknowledge and agree that in no event shall Purchaser be required to pay the Purchaser Termination Fee”), Fee on more than one occasion. (b) Payment of the Purchaser Termination Fee shall be made by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within Seller at least two (2) Business Days after prior to such payment being due. (c) Solely in the earlier event of any termination described in Section 9.04(a) following which the Purchaser Termination Fee is payable, (i) payment from Purchaser, and receipt by Seller, of the events Purchaser Termination Fee pursuant to Section 9.04(a) (together with any amounts that become due pursuant to Section 9.04(d)) (x) shall be the sole and exclusive remedy of the Company, Seller and the Seller Related Parties against Purchaser and the Purchaser Related Parties arising out of or related to this Agreement, the failure of the Closing to occur, any breach of any covenant in clause (C)(x) this Agreement or the transactions contemplated hereby, and (y); ) shall constitute liquidated damages for any loss suffered as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder or otherwise, and (ii) upon payment of such amount(s) pursuant to Section 9.04(a), together with all amounts required to be paid under Section 9.04(d), (x) none of the Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement is terminated or any exhibit or Schedule hereto or the transactions contemplated hereby 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, whether at Law or in equity in contract, in tort, or otherwise, and (y) none of Seller, the Company or any other Seller Related Parties shall be entitled to bring or maintain any claim, action or proceeding against Purchaser, any Purchaser Related Party or any of their respective Affiliates relating to or arising out of this Agreement or the transactions contemplated hereby (or the abandonment or termination hereof) or any matters forming the basis for such termination or in respect of any other document or theory of law or equity; provided that the foregoing shall not relieve Purchaser from any liability for (i) Fraud, (ii) any Intentional Breach by Purchaser or any of its Affiliates, (iii) any breach of the Confidentiality Agreement or the Clean Team Agreement by Purchaser or (iv) any claim for indemnification pursuant to Section 7.16(g). Without limiting the foregoing, for clarity, in no circumstances shall Seller or the Company be permitted or entitled to receive both (x) a grant of specific performance or monetary damages and (y) payment of the Purchaser Termination Fee. (d) Purchaser acknowledges and agrees that the agreements contained in this Section 9.04 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Seller and the Company would not enter into this Agreement. Accordingly, if Purchaser fails to promptly pay the Purchaser Termination Fee when due pursuant to this Section 9.04, and, in order to obtain the payment of the Purchaser Termination Fee, either the Company or Seller commences a proceeding which results in a judgement against Purchaser, then Purchaser shall pay any reasonable and documented out-of-pocket costs and expenses incurred by the Company or Seller (including reasonable and documented attorneys’ fees ) in connection with such suit. Any amount not paid when due pursuant to this Section 9.1(c)(ii)9.04 shall bear interest from the date such amount is due until the date paid at a rate equal to the prime rate as published in The Wall Street Journal, Eastern Edition, in which case effect on the Termination Fee shall be payable concurrently with and as a condition to the effectiveness date of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)payment.”

Termination Fee. The (a) In the event that this Agreement is terminated (i) by Purchasers or the Company shall pay pursuant to Parent Section 9.2(a) and the Shareholder Approval has not been obtained on or prior to such date of termination, or (ii) by Purchasers pursuant to Section 9.3(i) then the Company will pay, or cause to be paid, to Purchasers or to accounts designated by Purchasers in writing, by wire transfer of immediately available funds, an amount equal to $23,040,000 500,000.00 (the “Termination Fee”), which Termination Fee will be made within two (2) Business Days after such termination. (b) In the event that (i) this Agreement is terminated (A) by Purchasers or the Company pursuant to Section 9.2(a) and the Shareholder Approval has not been obtained on or prior to such date of termination, or (B) by Purchasers pursuant to Section 9.3(i), and (ii) the Company enters into an agreement to consummate a Financing Proposal or Change of Control prior to the date that is the one-year anniversary of the date of such termination, in addition to the Termination Fee, the Company will pay, or cause to be paid, to Purchasers or to accounts designated by Purchasers in writing, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreementfunds, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, amount equal to (x) the Company or $500,000.00 in respect of a Subsidiary Change of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction Control or (y) an Acquisition Transaction is consummated; $250,000.00 in respect of a Financing Proposal (such amount in clauses (x) and (y), as applicable, the “Additional Termination Fee”), which case the Additional Termination Fee shall will be payable made within two (2) Business Days after the earlier closing of such Financing Proposal or within two (2) Business Days after the entering into of an agreement with respect to a Change of Control. In the event that the Company is obligated to pay any Additional Termination Fee in respect of a Financing Proposal pursuant to this Section 9.6(b) and subsequently enters into an agreement to consummate a Change of Control prior to the date that is the one-year anniversary of the events date of termination, in clause addition to the Termination Fee and the Additional Termination Fee, the Company will pay, or cause to be paid, to Purchasers or to accounts designated by Purchasers in writing by wire transfer of immediately available funds an amount equal to $250,000.00, which shall be paid within two (C)(x2) Business Days after entering into an agreement with respect to such Change of Control. (c) In the event that this Agreement is terminated by Purchasers pursuant to Section 9.3(ii) or Section 9.3(iii), then the Company will pay, or cause to be paid, to Purchasers or to accounts designated by Purchasers in writing, by wire transfer of immediately available funds, an amount equal to $1,000,000.00, which fee will be paid within two (y);2) Business Days after such termination. (iid) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii)9.4, then the Company will pay, or cause to be paid, to Purchasers or to accounts designated by Purchasers in writing, by wire transfer of immediately available funds, an amount equal to $1,000,000.00, which case fee will be paid concurrently with termination. (e) Subject to the Termination Fee approval of the TSX, all fees payable pursuant to this Section 9.6 shall be payable concurrently with and as a condition in cash or Common Shares (determined by reference to the effectiveness Fair Market Value of Common Shares on such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(iipayment date) or a combination thereof, at the election of Purchasers. The Purchaser shall, within twenty-four (24) hours of its termination of the Agreement or receipt of notice of termination by the Company, give notice to the Company regarding the form of payment the Purchasers desire. Notwithstanding the provisions of this Section 9.1(d)(iii)9.6, if a Purchaser elects to be paid in which case Common Shares, the Termination Fee Company shall be payable issue and deliver such Common Shares to the Purchaser within two (2) Business Days after such termination. For purposes of the references Company receiving the approval of the TSX for the issuance of such shares and shall use reasonable best efforts to an “Acquisition Proposal” or an “Acquisition Transaction” procure the approval of the TSX for such issuance. (f) Each of the Company and the Purchasers acknowledge and agree that the fees set forth in this Section 9.3(b)(i)9.6 are not penalties, all references but rather liquidated damages in amounts reasonably estimated by the parties to “twenty percent compensate the Purchasers for opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby. Accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 9.6, and, in order to obtain such payment, the Purchasers commence a suit which results in a judgment against the Company for the fees set forth in this Section 9.6, the Company shall pay to the Purchasers their costs and expenses (20%)” including attorneys’ fees and expenses) in connection with such suit, together with interest on any unpaid amount of the definition of “Acquisition Transaction” shall be deemed fees set forth in this Section 9.6 at the rate on six-month U.S. Treasury obligations, plus 300 basis points, in effect on the date such payment was required to be references made, calculated on a daily basis from the date the applicable fee was required to “fifty percent be paid until the date of the actual payment. (50%)g) Any right to receive a payment pursuant to this Section 9 shall not in any way affect the Purchasers’ right to also receive reimbursement of expenses pursuant to Section 10.2.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii7.1(d)(i); (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal and thereafter, (B) this Agreement is terminated by Parent pursuant to Section 7.1(c)(i) and the Company's breach or failure triggering termination shall have been willful, and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within twelve (12) months of the date this Agreement is terminated; provided, that for purposes of this Section 7.3(a)(ii), all references to 15% in which case the Termination Fee definition of "Takeover Proposal" shall be payable concurrently with and as a condition deemed to the effectiveness of such termination; orbe 50%; (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii7.1(c)(ii); or (iv) this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(b)(iii); then in any such event under clause (i), (ii), (iii) or (iv) of this Section 9.1(d)(iii7.3(a), the Company shall pay to Parent a termination fee of $21,300,000 in which case cash (the "Termination Fee Fee"). (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iv), Parent shall pay to the Company $5 million in cash in satisfaction of all expenses and other costs, including opportunity costs, incurred in connection with the transactions contemplated hereby; (c) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then Parent shall pay to the Company, in cash, all reasonable out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors and investment bankers), up to $1,000,000, incurred in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement or the transactions contemplated hereby. (d) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(i), then the Company shall pay to Parent, in cash, all reasonable out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors and investment bankers), up to $1,000,000, incurred in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement or the transactions contemplated hereby. (e) Any payment required to be made pursuant to clause (i) of Section 7.3(a) shall be payable within made to Parent in accordance with Section 7.1(d)(i); any payment required to be made pursuant to clause (ii) of Section 7.3(a) shall be made to Parent promptly following the earlier of the execution of a definitive agreement with respect to, or the consummation of, any transaction contemplated by a Takeover Proposal (and in any event no later than two (2) Business Days after delivery to the Company of notice of demand for payment); and any payments required to be made pursuant to clauses (iii) or (iv) of Section 7.3(a) shall be made to Parent promptly following termination of this Agreement (and in any event no later than two (2) Business Days after delivery to the Company of notice of demand for payment). All such terminationpayments shall be made by wire transfer of immediately available funds to an account to be designated by Parent. For purposes Any payment required to be made pursuant to Section 7.3(b) shall be made to the Company promptly following the termination of this Agreement. All such payments shall be made by wire transfer of immediately available funds to an account to be designated by the Company. (f) In the event that a party shall fail to pay the Termination Fee required pursuant to this Section 7.3 when due, such fee shall accrue interest for the period commencing on the date such fee became past due, at a rate equal to the rate of interest publicly announced by Citibank, in the City of New York from time to time during such period, as such bank's Prime Lending Rate plus 2%. In addition, if a party shall fail to pay such fee when due, such party shall also pay all of the references other party's costs and expenses (including attorneys' fees) in connection with efforts to collect such fee. The parties acknowledge that the Termination Fee and the other provisions of this Section 7.3 are an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i)integral part of the Transactions and that, all references to “twenty percent (20%)” in without these agreements, the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)parties would not enter into this Agreement.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii10.01(e) or Section 9.1(d)(iii10.01(h), in which case then SPAC shall pay, or cause to be paid, to the Company or its designees an amount equal to US$10,000,000 (the “SPAC Termination Fee shall be payable Fee”) by wire transfer of same day funds as promptly as possible within two ten (210) Business Days after such termination. For purposes ; it being understood that in no event shall SPAC be required to pay the SPAC Termination Fee on more than one occasion. (b) In the event that this Agreement is terminated by SPAC pursuant to Section 10.01(d) or Section 10.01(i), then the Company shall pay, or cause to be paid, to SPAC or its designees an amount equal to US$10,000,000 (the “Company Termination Fee”) by wire transfer of same day funds as promptly as possible within ten (10) Business Days after such termination; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (c) Except in the event of Fraud or intentional and willful breach of this Agreement by SPAC prior to such termination, the Company’s right to terminate this Agreement and receive payment from SPAC of the references SPAC Termination Fee pursuant to an Section 10.03(a) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Company Group in the event of the valid termination of this Agreement pursuant to Section 10.01(e) or 10.01(h) against SPAC or any former, current and future direct or indirect holders of any equity, general or limited partnership or liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, stockholders, successors or assignees of SPAC and its Affiliates (collectively, the “Acquisition Proposal” SPAC Group”) for any loss or an “Acquisition Transaction” damage suffered in Section 9.3(b)(irespect of this Agreement or as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the Mergers to be consummated (whether willfully, intentionally, unintentionally or otherwise), all references and upon payment of the SPAC Termination Fee pursuant to “twenty percent Section 10.03(a), (20%)” x) neither SPAC nor any other member of the SPAC Group shall have any liability for damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions, and (y) in no event shall any of the Company nor any other member of the Company Group seek, or permit to be sought, on behalf of any member of the Company Group, any damages from any member of the SPAC Group in connection with this Agreement or any of the Transactions. (d) Except in the definition event of “Acquisition Transaction” Fraud or intentional and willful breach of this Agreement by the Company or Merger Sub prior to such termination, SPAC’s right to terminate this Agreement and receive payment from the Company of the Company Termination Fee pursuant to Section 10.03(b) shall be deemed the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the SPAC Group in the event of the valid termination of this Agreement pursuant to Section 10.01(d) or 10.01(i) against the Company or any former, current and future direct or indirect holders of any equity, general or limited partnership or liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, stockholders, successors or assignees of the Company and its Affiliates (collectively, the “Company Group”) for any loss or damage suffered in respect of this Agreement or as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the Mergers to be references consummated (whether willfully, intentionally, unintentionally or otherwise), and upon payment of the Company Termination Fee pursuant to “fifty percent Section 10.03(b), (50%)x) neither the Company nor any other member of the Company Group shall have any liability for damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions, and (y) in no event shall any of SPAC nor any other member of the SPAC Group seek, or permit to be sought, on behalf of any member of the SPAC Group, any damages from any member of the Company Group in connection with this Agreement or any of the Transactions.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) a Superior Proposal shall have been made known to the Sellers or shall have been made directly to Saddle River’s stockholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Superior Proposal, (B) thereafter this Agreement is terminated by Parent or the Company Purchaser pursuant to Section 9.1(b)(i)(A7.01(b) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) the Sellers enter into a definitive agreement with respect to, or consummate, a transaction contemplated by any Acquisition Proposal within twelve (12) months following after such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummatedtermination; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y);or (ii) this Agreement is terminated by the Company Sellers or Purchaser pursuant to Section 9.1(c)(ii7.01(d), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent Sellers pursuant to Section 9.1(d)(ii7.01(e); or (iv) this Agreement is terminated by Purchaser pursuant to Section 7.01(f), then in any such event the Sellers shall pay to the Purchasers a termination fee in cash equal to $440,000 (the “Termination Fee”). (b) The Termination Fee required to be paid to the Purchaser pursuant to this Section 7.03 shall be paid promptly following the earlier of the execution of a definitive agreement with respect to, or the consummation of, any transaction contemplated by a Superior Proposal (for purposes of this paragraph, “promptly” shall mean not later than two (2) Business Days after delivery to the Sellers of notice of demand for payment); provided, however, that any payment required to be made in connection with a termination of this Agreement by Sellers pursuant to Section 7.01(d) or pursuant to Section 7.01(e) shall be made to Purchaser prior to or contemporaneously with the termination of this Agreement by the Sellers pursuant to such section (and any purported termination by Sellers pursuant to Section 7.01(d) or Section 9.1(d)(iii)7.01(e) shall be void and of no force or effect unless the Sellers shall have made such payment) and provided, in which case the further, that any Termination Fee payable in connection with a termination of this Agreement by Purchaser pursuant to Section 7.01(f) shall be payable paid to Purchaser within two (2) Business Days after of such termination. For purposes All such payments shall be made by wire transfer of immediately available funds to an account to be designated by Purchaser. (c) Each of the references Parties hereto acknowledges that the agreements contained in this Section 7.03 are an integral part of the transactions contemplated hereby, and that without these agreements, the Purchaser would not enter into this Agreement. Accordingly, if the Sellers fail to an “Acquisition Proposal” or an “Acquisition Transaction” timely pay any amount due pursuant to this Section 7.03 and, in order to obtain the payment the Purchaser commences a suit which results in a judgment against either Seller for the payment set forth in this Section 9.3(b)(i)7.03, all references to “twenty such payment shall accrue interest for the period commencing on the date such amount became past due until the date such payment is made at the annual rate of eight percent (208%)” . In addition, the Sellers shall pay the Purchaser its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)connection with such suit.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(b)(iii) and (A) after the date of this Agreement a bona fide Company Takeover Proposal shall have been made or communicated to the Company or shall have been made directly to the stockholders of the Company generally, or any person shall have announced an intention to make or communicate a Company Takeover Proposal, in each case which, on the date of the Company Stockholder Meeting, has not been withdrawn, and (B) within twelve months after such termination the Company shall have entered into an Alternative Acquisition Agreement which is subsequently consummated, or shall have consummated, within such twelve-month period, an Acquisition Transaction (provided, that for purposes of Section 8.2(a)(i), all references to “15%” in the definition of Acquisition Transaction and Company Takeover Proposal shall be deemed to refer to “50%”); or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A8.1(e) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i8.1(g); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y);or (iiiii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii8.1(f), then the Company shall (1) in which the case of a Termination Fee payable pursuant to clause (i) of this Section 8.2(a), upon the date of such consummation of the Acquisition Transaction, (2) in the case of a Termination Fee payable pursuant to clause (ii) of this Section 8.2(a), within two Business Days after the date of such termination, and (3) in the case of a Termination Fee payable pursuant to clause (iii) of this Section 8.2(a), concurrently with such termination, pay Parent a fee equal to $25,000,000 (the “Termination Fee”) by wire transfer of same-day funds, provided, that the amount of the Termination Fee payable pursuant to Section 8.2(a) shall be reduced by any amount that the Company has paid, or is required to pay, pursuant to Section 8.2(b). (b) In the event this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(iii), then the Company shall pay Parent a fee equal to $7,000,000 by wire transfer of same-day funds. Such fee shall be payable within two Business Days after the date of termination by Parent, or shall be payable concurrently with and as such termination in the case of a condition to termination by the effectiveness of such termination; orCompany. (iiic) In the event that the Company terminates this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii8.1(h) or Section 9.1(d)(iii8.1(i), or in which case the event that either the Company or Parent terminates this Agreement pursuant to Section 8.1(b)(iv), then Parent shall pay to the Company a fee equal to $25,000,000 (the “Parent Termination Fee Fee”) by wire transfer of same-day funds. Such fee shall be payable within two (2) Business Days after the date of termination by the Company, or shall be payable concurrently with such termination. For purposes termination in the case of a termination by Parent. (d) Notwithstanding anything in this Agreement to the contrary, in the event that the Parent Termination Fee (inclusive of the references amounts in paragraph (f) below) exceeds the maximum amount that may be paid without violating the Laws of England and Wales, the rules of the FSA/UKLA or the London Stock Exchange plc, then the amount of the Parent Termination Fee shall be reduced to an “Acquisition Proposal” be equal to the maximum amount that may be paid without violating the Laws of England and Wales, the rules of the FSA/UKLA or an “Acquisition Transaction” the London Stock Exchange plc (in each case, such maximum being that which may be paid without shareholder approval). (e) The Company acknowledges and agrees that the agreements contained in Section 9.3(b)(i8.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. If the Company fails promptly to pay the amount due pursuant to Section 8.2(a) or (b), all references and, in order to “twenty percent obtain such payment, Parent commences a suit that results in a judgment against the Company for such fee, the Company shall pay to Parent its reasonable costs and expenses (20%including reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amount of the fee from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. (f) Parent acknowledges and agrees that the agreements contained in Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company would not enter into this Agreement. If Parent fails promptly to pay the amount due pursuant to Section 8.2(c)” , and, in order to obtain such payment, the Company commences a suit that results in a judgment against Parent for the Parent Termination Fee, Parent shall pay to the Company its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amount of the Parent Termination Fee and expenses from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. (g) Each of the parties hereto further acknowledges that neither the payment of the Termination Fee or the fee described in Section 8.2(b) by the Company nor the payment of the Parent Termination Fee by Parent is a penalty, but in each case is liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, in the definition circumstances in which such fees are payable and which do not involve fraud for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and reliance on this Agreement and on the expectation of “Acquisition Transaction” shall the consummation of the transactions contemplated hereby, which amount would otherwise be deemed impossible to be references to “fifty percent (50%)calculate with precision.”

Termination Fee. The (a) Notwithstanding Section 7.3 above, in the event that there is a valid and effective termination of this Agreement by SPAC pursuant to Section 7.1(e), then the Company shall pay to Parent SPAC a termination fee in cash equal to Three Million Five Hundred Thousand Dollars ($23,040,000 3,500,000.00) plus the Expenses, not to exceed $400,000, actually incurred by or on behalf of SPAC or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the Merger or the other Transactions, including any related SEC filings, the Registration Statement, the Closing Redemption and any Transaction Financing (such aggregate amount, the “SPAC Termination Fee”). (b) Notwithstanding Section 7.3 above, in the event that there is a valid and effective termination of this Agreement by the Company pursuant to Section 7.1(d), then SPAC shall pay to the Company a termination fee in cash equal to Three Million Five Hundred Thousand Dollars ($3,500,000.00) plus the Expenses, not to exceed $400,000, actually incurred by or on behalf of the Company or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the Merger or the other Transactions, including any Transaction Financing (such aggregate amount, the “Company Termination Fee” and together with the SPAC Termination Fee, a “Termination Fee”). Notwithstanding the foregoing, the Company Termination Fee shall only be payable by SPAC upon the earlier of SPAC’s completion of a Business Combination with another Person thereafter or the dissolution and liquidation of SPAC (in each case, solely to the extent of funds outside of the Trust Account after payment of the amounts owed to Public Shareholders with respect to their SPAC Class A Ordinary Shares either in connection with such dissolution and liquidation or pursuant to redemptions in connection with such Business Combination, and without recourse against the Public Shareholders). (c) Any Termination Fee due hereunder shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect Party entitled to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two five (25) Business Days after the earlier Party entitled to such Termination Fee delivers to the other Party the amount of such Expenses, along with reasonable documentation in connection therewith. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Termination Fee is payable, the payment of such 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 Party entitled to such Termination Fee would otherwise be entitled to assert against the other Party or any of its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the Party entitled to such Termination Fee, provided, that the foregoing shall not limit (x) the other Party from Liability for any Fraud Claims relating to events in clause (C)(x) occurring prior to termination of this Agreement or (y); (ii) this Agreement is terminated by the Company pursuant rights of the Party entitled to Section 9.1(c)(ii), in which case the such Termination Fee shall be payable concurrently with and as a condition to the effectiveness seek specific performance or other injunctive relief in lieu of such termination; or (iii) terminating this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Agreement.”

Termination Fee. The (a) In the event this Agreement is terminated (i) by Parent pursuant to Section 4.1(d) or (ii), subject to the following sentence of this Section 4.3(a), by the Company pursuant Section 4.1(h), then the Company shall pay to Parent Parent, as liquidated damages and Parent’s and Holdco’s sole remedy in respect thereof (subject, however, to the provisions of Section 7.14(b)), a termination fee of $23,040,000 10 million in cash (the “Termination Fee”). Notwithstanding anything to the contrary set forth herein, the Company shall have no obligation to pay a Termination Fee or any other amount to Parent upon the Company’s termination of this Agreement in accordance with Section 4.1(h) if on or before July 1, 2006 the Company shall notify Parent that it intends to consummate the transactions contemplated by wire transfer of immediately available funds the XM Agreement and the Company and XM have not following the date hereof agreed to an account any Material Improvement to the Company’s or accounts designated in writing by ParentXM’s rights under the XM Agreement. For purposes hereof, in the event that: (i) following shall constitute a “Material Improvement” (A) this Agreement is terminated any increase in the consideration payable by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (providedXM in excess of 5,500,000 shares of XM’s Class A Common Stock, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i)$0.01 par value per share; (B) any extension of time periods during which the Company may not unilaterally terminate the XM Agreement or (C) any other amendment benefiting the Company that XM discloses under Item 1.01 of any Form 8-K (or any amendment thereto) filed by XM in connection with the XM Agreement. (b) Any payment required to be made pursuant to Section 4.3(a) shall be made to Parent promptly following the execution and delivery termination of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with in any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within event not later than two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by delivery to the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes notice of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%).”demand for

Termination Fee. The Company (a) In the event that this Agreement is terminated by P&G or Purchaser pursuant to Section 8.01(a)(ii) and all of the conditions to Closing set forth in Sections 7.01 and 7.02 (other than (i) the condition set forth in Section 7.02(e) and (ii) those other conditions that, by their nature, cannot be satisfied until the Closing Date, but, in the case of clause (ii), which conditions would be satisfied if the Closing Date were the date of such termination) have been satisfied or waived on or prior to the date of such termination (such a termination described above, a “Financing Condition Termination”), then Purchaser shall pay to Parent P&G a termination fee equal to $23,040,000 93,000,000 (the “Termination Fee”), ) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the P&G. The Termination Fee shall be payable within two (2) Business Days after written notice of such termination in the earlier case of a termination by P&G and concurrently with such termination in the case of a termination by Purchaser. P&G agrees that in the event that the Termination Fee is paid to P&G pursuant to this Section 8.03, notwithstanding anything in this Agreement to the contrary, the payment of such Termination Fee shall be the sole and exclusive remedy of P&G and its Related Persons against Purchaser or any of its Related Persons for, and in no event shall P&G or any of its Related Persons seek to recover any other money damages or seek any other remedy based on a claim in law or equity with respect to, (A) any loss suffered as a result of the events in clause failure of the Acquisition to be consummated, (C)(xB) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (y); (iiD) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, in each case, with respect to a Financing Condition Termination and any event related thereto or otherwise in connection with a breach of this Agreement, and upon payment to P&G of the Termination Fee, neither Purchaser nor any Related Person of Purchaser shall have further liability or obligation to P&G or any of its Related Persons relating to or arising out of this Agreement is terminated by or the Company pursuant to transactions contemplated hereby (except as provided in Section 9.1(c)(ii8.02). Notwithstanding the foregoing, in which case the no Termination Fee shall be payable concurrently with if P&G does not deliver, in advance of the Marketing Period, the Audited Financial Statements, the Required Interim Financial Statements or the other information and as a condition to cooperation required in advance of the effectiveness of such termination; or (iii) this Agreement is terminated by Parent Marketing Period pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii5.05(b), or if the failure of the condition set forth in which case the Termination Fee shall Section 7.02(e) to be payable within two (2) Business Days after such terminationsatisfied is otherwise a result of P&G’s material breach of Section 5.05(b). For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in this Section 9.3(b)(i8.03(a), all references “Related Person” means, with respect to “twenty percent (20%)” in a party, any former, current or future, direct or indirect, stockholder, director, officer, employee, agent, Representative, Affiliate or assignee of such party, or any former, current or future director, officer, employee, agent, Representative, Affiliate or assignee of any of the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)foregoing.”

Termination Fee. (1) The Purchaser shall be entitled to the Termination Fee upon the occurrence of the following events (each a “Company Termination Fee Event”) which shall pay to Parent $23,040,000 (be paid by the “Company within the time specified in respect of each such Company Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event thatFee Event: (i) (Aa) this Agreement is terminated by Parent or the Company Purchaser pursuant to Section 9.1(b)(i)(A7.2(1)(d)(ii) or Section 9.1(b)(i)(B) [Company Change in Recommendation (provided, that with respect to such but not including a termination by the Company, the right to terminate this Agreement Purchaser pursuant to Section 9.1(b)(i7.2(1)(d)(ii) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) in circumstances where the Company or Change in Recommendation resulted from the occurrence of a Subsidiary Material Adverse Effect in respect of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (yPurchaser) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) paid on the first Business Days after the earlier of the events in clause (C)(x) or (y)Day following such termination; (iib) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii)7.2(1)(c)(iii) [to enter into a Company Superior Proposal], in which case the Termination Fee shall be payable concurrently paid concurrent with and as a condition to the effectiveness of such termination; or (iiic) this Agreement is terminated by Parent either the Purchaser or the Company pursuant to Section 9.1(d)(ii7.2(1)(b)(i), and a Company Superior Proposal that was made to the Company (including the announcement of the intention to make a Company Superior Proposal) prior to the termination of this Agreement is within nine months following the date of such termination (a) consummated by the Company or Section 9.1(d)(iii)(b) the Company and/or one or more of the Company’s Subsidiaries enters into a definitive agreement in respect of a Company Superior Proposal, in which case the Termination Fee shall be payable within two Business Days following the closing of such transaction. (2) The Company shall be entitled to the Termination Fee upon the occurrence of any of the following events (each a “Purchaser Termination Fee Event”) which shall be paid by the Purchaser within the time specified in respect of each such Purchaser Termination Fee Event: (a) this Agreement is terminated by the Company pursuant to Section 7.2(1)(c)(ii) [Purchaser Change in Recommendation] (but not including a termination by the Company pursuant to Section 7.2(1)(c)(ii) in circumstances where the Purchaser Change in Recommendation resulted from the occurrence of a Material Adverse Effect in respect of the Company), in which case the Termination Fee shall be paid on the first Business Day following the consummation of any transaction arising from the Purchaser Change in Recommendation; (b) this Agreement is terminated by the Purchaser pursuant to Section 7.2(1)(d)(iii) [to enter into a Purchaser Superior Proposal], in which case the Termination Fee shall be paid concurrent with such termination; or (c) this Agreement is terminated by either the Purchaser or the Company pursuant to Section 7.2(1)(b)(ii), and a Purchaser Superior Proposal that was made to the Purchaser (including the announcement of the intention to make a Purchaser Superior Proposal) prior to the termination of this Agreement is within nine months following the date of such termination (a) consummated by the Purchaser or (b) the Purchaser and/or one or more of the Purchaser’s Subsidiaries enters into a definitive agreement in respect of a Purchaser Superior Proposal, in which case the Termination Fee shall be payable within two Business Days after following the closing of such termination. For purposes transaction. (3) The Termination Fee shall be payable by the Party required to pay such fee by wire transfer in immediately available funds to an account specified by the Party to whom such fee is payable. (4) Each of the references Parties acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. The Parties further acknowledge and agree that the Termination Fee is a payment of liquidated monetary damages which are a genuine pre-estimate of the damages which the Party entitled to an “Acquisition Proposal” receive such fee will suffer or an “Acquisition Transaction” incur as a result of the cancellation and termination of all rights and obligations with respect to the direct or indirect acquisition of the Company by the Purchaser in the circumstances in which the Termination Fee is payable, that such payment is not for lost profits or a penalty, and that no Party shall take any position inconsistent with the foregoing. Each of the Parties irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. Each of the Parties hereby acknowledges and agrees that, upon any termination of this Agreement as permitted under Section 9.3(b)(i7.2 under circumstances where a Party is entitled to the Termination Fee and such Termination Fee is paid in full to such Party, the Party to whom such fee has been paid shall be precluded from any other remedy against the other Party at law or in equity or otherwise and in any such case it shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Party who has paid such fee or any of its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby. (5) Subject to the last sentence of Section 7.3(4), all references nothing in this Section 7.3 shall preclude a Party from seeking injunctive relief to “twenty percent (20%)” restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreement, and any requirement for securing or posting of any bond in connection with the definition obtaining of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)any such injunction or specific performance is hereby being waived.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”)a) If, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentbut only if, in the event thatthis Agreement is terminated: (i) (A) this Agreement is terminated by Parent or either the Company or Parent pursuant to Section 9.1(b)(i)(A8.1(b)(i) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent8.1(b)(iii) or by Parent pursuant to Section 9.1(d)(i8.1(d)(i); , and in any such case the Company (Bx) following receives or has received a Company Acquisition Proposal after the execution and delivery date of this Agreement and but prior to such the termination of this Agreement, an Acquisition Proposal shall have which proposal has been publicly announced or shall have become publicly disclosed or publicly known; announced, and (Cy) within twelve eleven (1211) months following such of the termination of this Agreement, (x) the Company consummates a transaction regarding, or a Subsidiary of the Company enters into executes a definitive agreement with any third party which is later consummated with respect to, a Company Acquisition Proposal, then the Company shall pay, or cause to be paid, to Parent a fee equal to $21,000,000 (the “Termination Fee”) plus the Expense Amount, by wire transfer of same day funds to an account designated by Parent, not later than the consummation of such transaction arising from such Company Acquisition Transaction or (y) an Acquisition Transaction is consummatedProposal; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier provided, however, that for purposes of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii8.3(a)(i), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty fifteen percent (2015%)” in the definition of “Company Acquisition Transaction” Proposal shall be deemed to be references to “fifty percent (50%)”; or (ii) by the Company pursuant to Section 8.1(c)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent as a condition to the effectiveness of such termination; provided, however, that in the event of a termination by the Company pursuant to Section 8.1(c)(ii) in order to enter into an Alternative Acquisition Agreement with respect to an Unmatched Superior Proposal during the Relevant Period, the amount of the Termination Fee payable to Parent pursuant to this Section 8.3(a)(ii) shall be $11,000,000; or (iii) by Parent pursuant to Section 8.1(d)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination; provided, however, that if such termination by Parent relates to an Unmatched Superior Proposal, the amount of the Termination Fee payable to Parent pursuant to this Section 8.3(a)(iii) shall be $11,000,000. (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the party entitled to payment; (ii) the Company’s right to terminate this Agreement in accordance with Section 8.1(c)(ii) during the Relevant Period and pay the Termination Fee set forth in the proviso to Section 8.3(a)(ii) shall not be prejudiced by Parent’s failure to timely provide wire transfer instructions for payment of such Termination Fee or the Expense Amount prior to the expiration of the Relevant Period; and (iii) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Payment is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Parent in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a final and non-appealable judgment against the Company for the payment of any amount set forth in this Section 8.3, the Company shall pay Parent its Expenses in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. (d) If the Company is required to pay to Parent the Termination Payment, such Termination Payment shall be paid into escrow on the date such payment is required to be paid by the Company pursuant to this Agreement by wire transfer of immediately available funds to an escrow account designated in accordance with this Section 8.3(d). In the event that the Company is obligated to pay Parent the Termination Payment, the amount payable to Parent in any tax year of Parent shall not exceed the lesser of (i) the Termination Payment of the Parent and (ii) the sum of (A) the maximum amount that can be paid to Parent without causing Parent to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”) and Parent has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in each case, as determined by Parent’s independent accountants, plus (B) in the event Parent receives either (x) a letter from Parent’s counsel indicating that Parent has received a ruling from the IRS as described below in this Section 8.3(d) or (y) an opinion from Parent’s outside counsel as described below in this Section 8.3(d), an amount equal to the excess of the Termination Payment less the amount payable under clause (A) above. (i) To secure the Company’s obligation to pay these amounts, the Company shall deposit into escrow an amount in cash equal to the Termination Payment with an escrow agent selected by the Company on such terms (subject to this Section 8.3(d)) as shall be mutually agreed upon by the Company, Parent and the escrow agent. The payment or deposit into escrow of the Termination Payment pursuant to this Section 8.3(d) shall be made at the time the Company is obligated to pay such amount to Parent pursuant to Section 8.3 by wire transfer. The escrow agreement shall provide that the Termination Payment in escrow or any portion thereof shall not be released to Parent unless the escrow agent receives any one or combination of the following: (i) a letter from the Company’s independent accountants indicating the maximum amount that can be paid by the escrow agent to Parent without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income and Parent has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in which case the escrow agent shall release such amount to Parent, or (ii) a letter from Parent’s counsel indicating that (A) Parent received a ruling from the IRS holding that the receipt by Parent of the Termination Payment would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code or (B) Parent’s outside counsel has rendered a legal opinion to the effect that the receipt by Parent of the Termination Payment should either constitute Qualifying Income or should be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in which case the escrow agent shall release the remainder of the Termination Payment to Parent. The Company agrees to amend this Section 8.3(d) at the reasonable request of Parent in order to (i) maximize the portion of the Termination Payment that may be distributed from escrow to Parent hereunder without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (ii) improve Parent’s chances of securing a favorable ruling described in this Section 8.3(d) or (iii) assist Parent in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.3(d). Any amount of the Termination Payment that remains unpaid as of the end of a taxable year shall be paid as soon as possible during the following taxable year, subject to the foregoing limitations of this Section 8.3(d), provided that the obligation of the Company to pay the unpaid portion of the Termination Payment shall terminate on the December 31 following the date which is five (5) years from the date of this Agreement.

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) a Competing Proposal relating to a Competing Transaction shall have been made or proposed (and not withdrawn) after the date hereof and prior to the Shareholders Meeting (or prior to the termination of this Agreement if there has been no Shareholders Meeting), (B) following the occurrence of an event described in the preceding clause ‎(A), this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i‎Section 8.02(a) or ‎Section 8.02(c); , and (BC) following the execution and delivery of this Agreement and prior to within nine (9) months after such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary any of the Company its Subsidiaries enters into a definitive agreement in connection with any third party with respect or consummates, such Competing Transaction (in each case whether or not the Competing Transaction was the same Competing Transaction referred to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (yA)); provided, that for purposes of this ‎Section 8.06(a), all references to “15%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”); (ii) this Agreement is terminated by the Company Parent pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination‎Section 8.04; or (iii) this Agreement is terminated by Parent the Company pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii‎Section 8.03(c), then the Company shall pay, or cause to be paid, to Parent or its designees an amount in which cash equal to $1,200,000 (the “Company Termination Fee”) by wire transfer of same day funds as promptly as possible (but in any event (x) within five (5) Business Days after such termination in the case of a termination referred to in clause ‎(ii) above, (y) at least five (5) Business Days prior to and as a condition of the Termination Fee shall be payable within consummation by the Company of a Competing Transaction or entry by the Company into the definitive agreement in connection with a Competing Transaction in the case of a termination referred to in clause ‎(i) above, or (z) at least two (2) Business Days prior to, concurrently with or immediately after the termination of this Agreement in case of a termination pursuant to clause ‎(iii) above); it being agreed that in no event shall the Company be required to pay the Company Termination Fee more than once. (b) Parent will pay, or cause to be paid, to the Company or its designees an amount in cash equal to $1,800,000 (the “Parent Termination Fee”), if this Agreement is terminated by the Company pursuant to ‎Section 8.03(a) or ‎Section 8.03(b), such payment to be made as promptly as possible (but in any event within five (5) Business Days after such termination. For purposes termination by wire transfer of same day funds); it being agreed that in no event shall Parent be required to pay the references to an “Acquisition Proposal” or an “Acquisition Transaction” Parent Termination Fee more than once. (c) Except as otherwise specified in Section 9.3(b)(i‎Section 8.06(d), all references expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not the Merger or any other Transaction is consummated. (d) In the event that the Company fails to pay the Company Termination Fee, or Parent fails to pay the Parent Termination Fee, when due and in accordance with the requirements of this Agreement, the Company or Parent, as the case may be, shall reimburse the other party for reasonable costs and expenses actually incurred or accrued by the other party (including fees and expenses of counsel) in connection with the collection under and enforcement of this ‎Section 8.06, together with interest on such unpaid Company Termination Fee or Parent Termination Fee, as the case may be, commencing on the date that the Company Termination Fee or Parent Termination Fee, as the case may be, became due, at the prime rate as published in The Wall Street Journal on such date plus 1.00% or a lesser rate that is the maximum permitted by applicable Law. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder. (e) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this ‎Section 8.06 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to ‎Section 8.06(a) or ‎Section 8.06(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this ‎Section 8.06, the parties hereto would not have entered into this Agreement. (i) Subject to ‎Section 9.08, the Equity Commitment Letter, the Facility Agreement and the Limited Guarantee, the Company’s right to (1) terminate this Agreement and receive the Parent Termination Fee pursuant to ‎Section 8.06(b) and the guarantee of such obligations pursuant to the Limited Guarantee (subject to its terms, conditions and limitations), (2) if applicable, receive reimbursement and indemnification pursuant to Section 6.07(g), and (3) if applicable, receive reimbursement and interest pursuant to Section 8.06(d) (clauses ‎(2) and ‎(3) together, the “twenty percent Company Reimbursement”), shall be the sole and exclusive remedy (20%whether at law, in equity, in contract, in tort or otherwise) of any Group Company and all members of the Company Group against (A) Parent, Merger Sub, the Guarantor or the Rollover Shareholders, (B) the former, current and future direct or indirect holders of any equity, general or limited partnership or liability company interest, controlling persons, management companies, portfolio companies, incorporators, Representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of Parent, Merger Sub, the Guarantor or Rollover Shareholders, (C) any financing source or other lender or prospective lender, lead arranger, arranger, agent or Representative of or to Parent, Merger Sub or the Guarantor, or (D) any former, current or future direct or indirect holders of any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, Representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of any of the foregoing (clauses ‎(A) through ‎(D) of this ‎Section 8.06(f)(i)” , collectively, the “Parent Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the Merger or the other Transactions to be consummated. For the avoidance of doubt, neither Parent nor any other member of the Parent Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions (including the Equity Commitment Letter, the Limited Guarantee, the Support Agreement, the Consortium Agreement, the Interim Investors Agreement, the Facility Agreement and any other Financing Documents) other than the payment of the Parent Termination Fee pursuant to ‎Section 8.06(b) and the Company Reimbursement, and in no event shall any Group Company, the direct or indirect shareholders of the Company or any other Group Company, or any of their respective Affiliates, members, managers, partners, Representatives, stockholders, successors or assignees of the foregoing (collectively, the “Company Group”), seek, or permit to be sought, on behalf of any member of the Company Group, any monetary damages from any member of the Parent Group in connection with this Agreement or any of the Transactions (including the Equity Commitment Letter, the Limited Guarantee, the Support Agreement, the Consortium Agreement, the Interim Investors Agreement, the Facility Agreement and any other Financing Documents), other than (without duplication) from (A) Parent or Merger Sub to the extent provided in ‎Section 8.06(b) and ‎Section 8.06(d), or (B) the Guarantor or the Rollover Shareholders to the extent provided in the definition of “Acquisition Transaction” Limited Guarantee, Equity Commitment Letter or Support Agreement (subject to their respective terms, conditions and limitations). This provision was specifically bargained for and is intended to be for the benefit of, and shall be deemed enforceable by, each member of the Parent Group. (ii) (ii) Subject to ‎Section 9.08, Parent’s right to terminate this Agreement and receive the Company Termination Fee pursuant to ‎Section 8.06(a) and reimbursement and interest under Section 8.06(d) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any Rollover Shareholder or any member of the Parent Group against any member of the Company Group or any of their respective former, current or future employees, officers, partners, shareholders, agents, managers, members or Affiliates (each a “Company Related Party”) for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement under this Agreement or any certificate or other document delivered in connection herewith or failure to perform hereunder or other failure of the Merger to be references consummated. Neither the Company nor any Company Related Party shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment by the Company of the Company Termination Fee pursuant to “fifty percent ‎Section 8.06(a) and the costs and expenses under ‎Section 8.06(d), and in no event shall any of Parent, Merger Sub, any Rollover Shareholder or any other member of the Parent Group seek, or permit to be sought, on behalf of any member of the Parent Group, any monetary damages from any Company Related Party in connection with this Agreement (50%or any certificate or other document delivered in connection herewith) or any of the Transactions, other than (without duplication) from the Company to the extent provided in ‎Section 8.06(a) and ‎Section 8.06(d). (iii) Notwithstanding anything to the contrary in this Agreement, the Financing Documents, the Limited Guarantee, the Support Agreement, the Consortium Agreement, the Interim Investors Agreement or any other document contemplated thereby or any document or instrument delivered in connection hereunder or thereunder (collectively, the “Transaction Documents”), but subject to ‎Section 9.08, the maximum aggregate liability, whether in equity or at Law, in Contract, in tort or otherwise, of the Parent Group collectively (A) under this Agreement or any other Transaction Document, (B) in connection with the failure of the Merger or the other transactions contemplated hereunder or under the Transaction Documents (including the Financing) to be consummated, or (C) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any other Transaction Document, shall not exceed under any circumstances an amount equal to the sum of (i) the Parent Termination Fee, if any, due and owing to the Company pursuant to ‎Section 8.06(b), and (ii) the Company Reimbursement. (iv) Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, but subject to ‎Section 9.08, the maximum aggregate liability, whether in equity or at Law, in Contract, in tort or otherwise, of the Company Group collectively (A) under this Agreement or any other Transaction Document, (B) in connection with the failure of the Merger or the other transactions contemplated hereunder or under the Transaction Documents (including the Financing) to be consummated, or (C) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any other Transaction Document, shall not exceed under any circumstances an amount equal to the sum of (i) the Company Termination Fee, if any, due and owing to Parent pursuant to ‎Section 8.06(a), and (ii) the amounts, if any, due and owing under ‎Section 8.06(d).

Termination Fee. (a) The Company shall pay will pay, or cause to Parent $23,040,000 be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: ) (i) if this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to ‎Section 8.03(b) or ‎Section 8.03(c), or (iii) if (A) this Agreement is terminated by Parent or either the Company or THL pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B‎Section 8.02(a) (provided, except in the case that with respect to such termination by the Company, the right to terminate this Agreement THL Termination Fee is payable pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i‎Section 8.06(b)(ii); ), (B) following after the execution and delivery of this Agreement date hereof and prior to such the termination of this Agreement, an Acquisition Proposal shall have a Competing Transaction has been made known to the Company, or has been publicly announced or shall have become publicly disclosed or publicly known; and not withdrawn, and (C) within twelve (12) months following of such termination of this Agreement, (x) the Company or a Subsidiary any of the Company its Subsidiaries consummates or enters into a any definitive agreement in connection with any third party with respect to an Acquisition a Competing Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For provided that for purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(ithis ‎Section 8.06(a), all references to “twenty percent (20%)” in the definition of “Acquisition Competing Transaction” shall be deemed to be references to “fifty percent (50%”). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (b) THL will pay, or cause to be paid, to the Company an amount equal to US$60,000,000 (the “THL Termination Fee”) (i) if this Agreement is terminated by the Company pursuant to ‎Section 8.03(a) or ‎8.03(d) or (ii) if (x) this Agreement is terminated by the Company or THL pursuant to ‎Section 8.02(a) or ‎Section 8.02(b) (to the extent the relevant Order is imposed by applicable PRC Governmental Authority primarily relating to any PRC Regulatory Filing), (y) the condition set forth in ‎Section 7.01(a) (to the extent the relevant Order is imposed by applicable PRC Governmental Authority primarily relating to any PRC Regulatory Filing) and/or the condition set forth in Section 7.02(e) has not been satisfied and has not been waived as of the date of such termination, but all other conditions set forth in ‎Section 7.01 and ‎Section 7.02 otherwise have been satisfied (other than those conditions that by their nature are to be satisfied at Closing, but which conditions would have been satisfied if the Closing Date were the date of such termination) or waived, and (z) the Company has complied with its covenants in Section 6.06 with respect to relevant PRC Regulatory Filings in all material respects, such payment to be made as promptly as possible (but in any event within ten (10) Business Days) following such termination by wire transfer of same day funds; it being understood that in no event shall THL be required to pay the THL Termination Fee on more than one occasion. (c) In the event that the Company fails to pay the Company Termination Fee, or THL fails to pay the THL Termination Fee, when due and in accordance with the requirements of this Agreement, the Company or THL, as the case may be, shall reimburse the other party for reasonable costs and expenses actually incurred or accrued by the other party (including fees and expenses of counsel) in connection with the collection under and enforcement of this ‎Section 8.06, together with interest on such unpaid Company Termination Fee or THL Termination Fee, as the case may be, commencing on the date that the Company Termination Fee or THL Termination Fee, as the case may be, became due, at the prime rate as published in the Wall Street Journal Table of Money Rates on such date plus 1.00%. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder. (d) Each of the Company, THL and Parent acknowledges that (i) the agreements contained in this ‎Section 8.06 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or THL Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to ‎Section 8.06(a) or ‎Section 8.06(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate THL or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this ‎Section 8.06, the parties hereto would not have entered into this Agreement. (e) Notwithstanding any other provision of this Agreement but subject to ‎Section 9.08, in the event that THL or Parent fails to effect the Merger for any reason or no reason or they otherwise breach this Agreement (whether willfully, intentionally, unintentionally or otherwise) or otherwise fail to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then the Company’s right to terminate this Agreement and receive the THL Termination Fee pursuant to ‎Section 8.06(b) and the expenses pursuant to ‎Section 8.06(c) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise, except any available equitable remedies in accordance with ‎Section 9.08) of any Group Company and all members of the Company Group (as defined below) against (i) THL and Parent, (ii) the former, current and future direct or indirect holders of any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, successors or assignees of THL or Parent, (iii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to THL or Parent or (iv) any former, current or future direct or indirect holders of any equity, stock, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, successors or assignees of any of the foregoing (clauses (i) through (iv), collectively, the “THL Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Merger or the other Transactions to be consummated (whether willfully, intentionally, unintentionally or otherwise). For the avoidance of doubt, without limitation to the Company’s remedies pursuant to ‎Section 9.08, (A) neither THL nor any other member of the THL Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment of the THL Termination Fee pursuant to ‎Section 8.06(b) and the expenses pursuant to ‎Section 8.06(c), and (B) in no event shall any Group Company, the direct or indirect shareholders of the Company or any other Group Company, or any of their respective Affiliates, directors, officers, employees, members, managers, partners, representatives, advisors or agents of the foregoing, (collectively, the “Company Group”) seek, or permit to be sought, on behalf of any member of the Company Group, any monetary damages from any member of the THL Group in connection with this Agreement or any of the Transactions other than (without duplication) from THL or Parent to the extent provided in ‎Section 8.06(b) and ‎Section 8.06(c).” (f) Notwithstanding any other provision of this Agreement but subject to ‎Section 9.08, in the event that Company fails to effect the Merger for any reason or no reason or otherwise breaches this Agreement (whether willfully, intentionally, unintentionally or otherwise) or otherwise fails to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then THL’s right to terminate this Agreement and receive the Company Termination Fee pursuant to ‎Section 8.06(a) and the expenses pursuant to ‎Section 8.06(c) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise, except any available equitable remedies in accordance with ‎Section 9.08) of THL and Parent against any member of the Company Group for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Merger or the other Transactions to be consummated (whether willfully, intentionally, unintentionally or otherwise). For the avoidance of doubt, without limitation to THL’s and Parent’s remedies pursuant to ‎Section 9.08, (A) none of the Group Companies shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment of the Company Termination Fee pursuant to ‎Section 8.06(a) and the expenses pursuant to ‎Section 8.06(c), and (B) in no event shall any member of the THL Group seek, or permit to be sought, on behalf of any member of the THL Group, any monetary damages from any member of the Company Group in connection with this Agreement or any of the Transactions, other than (without duplication) from any of the Group Companies to the extent provided in ‎Section 8.06(a) and ‎Section 8.06(c).

Termination Fee. The (a) If this Agreement is terminated by (i) Purchaser pursuant to Section 9.01(g), (ii) the Company pursuant to Section 9.01(f) or (iii) Purchaser or the Company pursuant to Section 9.01(c) or Section 9.01(e) in either case at any time at which Purchaser was entitled to terminate this Agreement pursuant to Section 9.01(g), then the Company shall pay to Parent Purchaser in immediately available funds $23,040,000 4,500,000 (the “Termination Fee”), in the case of a termination by wire transfer of immediately available funds to an account or accounts designated in writing by ParentPurchaser, within two Business Day after such termination and, in the event that:case of a termination by the Company, immediately before and as a condition to such termination. (ib) (A) Except if the Termination Fee is paid as provided in Section 9.03(a), if this Agreement is terminated by Parent (i) Purchaser pursuant to Section 9.01(d), (ii) Purchaser or the Company pursuant to Section 9.1(b)(i)(A9.01(e) or (iii) Purchaser or the Company pursuant to Section 9.1(b)(i)(B9.01(c) (provided, that with respect to such termination by the Company, the right at any time at which Purchaser was entitled to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent9.01(d) or Section 9.01(e), then the Company shall promptly, and in no event later than two days after being notified of such amounts by Parent Purchaser, pay to Purchaser in immediately available funds an amount equal to all of the documented out-of-pocket expenses incurred by Purchaser or any of its Affiliates in connection with this Agreement and the transactions contemplated by this Agreement up to a maximum amount of $1,000,000. (c) Except if the Termination Fee is paid as provided in Section 9.03(a), if (i) this Agreement is terminated by Purchaser or the Company pursuant to Section 9.1(d)(i9.01(c) or Section 9.01(e); , or by Purchaser pursuant to Section 9.01(d), (Bii) following after the execution and delivery date of this Agreement and prior to such termination of this Agreementtermination, an Acquisition Proposal shall have been publicly announced announced, otherwise become public or otherwise communicated to the Company Board or any Person shall have become publicly disclosed announced an intention (whether or publicly known; not conditional) to make an Acquisition Proposal and (Ciii) within twelve (12) 12 months following the date of such termination of this Agreementtermination, (x) the Company or a Subsidiary of the Company enters shall have entered into a definitive agreement with any third party with respect to or recommended to its stockholders an Acquisition Transaction Proposal or (y) an Acquisition Transaction Proposal shall have been consummated (provided that for purposes of this Section 9.03(b), each reference to “15%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay to Purchaser in immediately available funds, concurrently with the occurrence of the applicable event described in clause (iii) the Termination Fee (less the amount of any expense reimbursement paid by the Company previously to Purchaser pursuant to Section 9.03(b)). (d) The Company acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Purchaser and Merger Sub would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amount due to Purchaser pursuant to this Section 9.03, it shall also pay any costs and expenses incurred by Purchaser or Merger Sub in connection with a legal action to enforce this Agreement, together with interest on the amount of any unpaid fee, cost or expense at a rate per annum equal to the prime rate of interest reported from time to time in The Wall Street Journal, calculated on the basis of the actual number of days elapsed over three hundred sixty from the date such fee, cost or expense was required to be paid to (but excluding) the payment date. Notwithstanding anything to the contrary in this Agreement, the Parties hereby acknowledge that in the event that the Termination Fee becomes payable and is consummated; in which case paid by the Company pursuant to this Section 9.03, the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) Purchaser’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Agreement.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (iA) a Third Party shall have made a Competing Proposal after the date of this Agreement, (AB) this Agreement is subsequently terminated by Parent or (x) the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i8.1(b)(i) or Section 8.1(b)(iii) or (y) Parent pursuant to Section 8.1(d)(i) or Section 8.1(d)(iii); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following of such termination of this Agreement, (x) the Company or consummates a Subsidiary transaction involving a Competing Proposal; provided, however, that clause (iii) in the definition of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee “Competing Proposal” shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y)deemed to be deleted; (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii8.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii8.1(d)(ii) or Section 9.1(d)(iii8.1(d)(iii), then the Company shall, (A) in which the case of clause (i) above, no later than two (2) Business Days following the Termination Fee shall be payable within date of the consummation of such transaction involving a Competing Proposal, (B) in the case of clause (ii) above, prior to or substantially concurrently with such termination, and (C) in the case of clause (iii) above, no later than two (2) Business Days after the date of such termination. For purposes , pay, or cause to be paid, at the direction of Parent, the Termination Fee (less the amount of any Parent Expense Reimbursement paid or payable to Parent pursuant to Section 8.6(a), if any); it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. (b) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 9.9, Parent’s right to receive payment from the Company of the references Termination Fee pursuant to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i8.3(a) and/or Parent Expense Reimbursement pursuant to Section 8.6(a), in circumstances where the Termination Fee is owed pursuant to Section 8.3(a)(i), or the Parent Expense Reimbursement is owed pursuant to Section 8.6(a), shall constitute the sole and exclusive remedy of Parent, Merger Sub and any of their respective former, current or future general or limited partners, shareholders, members, equityholders, controlling persons, managers, directors, officers, employees, agents, Affiliates, or assignees of any of the foregoing (collectively, the “Parent Related Parties”) against the Company and its Subsidiaries and any of their respective, direct or indirect, former, current or future general or limited partners, shareholders, members, equityholders, controlling persons, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Company Related Parties”) for all references losses and damages suffered as a result of any breach or failure to “twenty perform hereunder giving rise to such termination (whether intentional or unintentional), and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated thereby with respect to such breach or failure to perform, other than any losses or damages incurred or suffered by Parent or Merger Sub as a result of the Company’s fraud or willful breach (and except that the Company shall also be obligated with respect to Section 8.2, Section 8.3(c) and Section 8.7, as applicable). Notwithstanding the foregoing, it is explicitly agreed that Parent and Merger Sub shall be entitled to obtain an injunction, or other appropriate form of specific performance or equitable relief to enforce this Section 8.3(b), in accordance with Section 9.9. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) each of the respective Termination Fees and respective Expense Reimbursements are not a penalty, but are liquidated damages, in a reasonable amount that will compensate Parent and Merger Sub or the Company in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, Parent and Merger Sub and the Company would not enter into this Agreement; accordingly, if the Company or Parent fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent or the Company commences a suit that results in a judgment against the Company or Parent for the payment of any amount set forth in this Section 8.3, the Company shall pay Parent or Parent shall pay the Company, as the case may be, its reasonable and documented costs and Expenses in connection with such suit, together with interest on such amount at the annual rate of five percent (205%)” ) plus the prime rate as published in The Wall Street Journal in effect on the definition of “Acquisition Transaction” shall be deemed date such payment was required to be references to “fifty percent (50%)made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.”

Termination Fee. The (a) Without limiting any other rights or obligations set forth in this Agreement, in the event (i) that this Agreement is terminated pursuant to Section 8.1(b) and if, as of such termination, the Voting Agreement Condition shall not have been satisfied as of the time of termination or (ii) of a Second Closing Abandonment if at the time of such Second Closing Abandonment, the Stockholder Approval has not been obtained, then in either case, the Company shall pay pay, or cause to Parent be paid, to the Purchaser, (x) an amount equal to $23,040,000 850,000 (such amount, the “Termination Fee”)) and (y) the reimbursement of expenses contemplated by Section 5.9; provided, however, that in the event the Termination Fee is paid, the Company’s expense reimbursement obligation shall be limited to $250,000. Payment of the Termination Fee or the reimbursement of expenses shall be made by wire transfer of immediately available funds to an account or such accounts designated in writing by Parent, in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination as directed by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution Purchaser and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable made within two (2) Business Days after following the earlier termination of this Agreement. (b) Other than in the case of willful breach of this Agreement, upon acceptance by Purchaser of the events in clause Termination Fee (C)(x) and any related amounts owing pursuing to Section 8.3(a)), none of the Company nor its Related Parties shall have any further liability or (y); (ii) obligation relating to or arising out of this Agreement is terminated by (other than as set forth in Section 8.2). Purchaser acknowledges and agrees that under no circumstances shall the Company Purchaser be permitted or entitled both to (x) the receipt of the Termination Fee and expense reimbursement pursuant to Section 9.1(c)(ii), in which case 5.9 and (y) a grant of specific performance that requires the Termination Fee shall be payable concurrently with and as a condition Company to consummate the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Second Closing.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) a bona fide Acquisition Proposal shall have been made, proposed or communicated (and not withdrawn) by a Third Party after the date hereof and prior to the Shareholders’ Meeting (or prior to the termination of this Agreement if there has been no Shareholders’ Meeting), and (B) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) (without the board of directors of the Company having made any Company Adverse Recommendation), and within twelve (12) months after such termination the Company or any of its Subsidiaries shall enter into a definitive agreement with any Third Party with respect to an Acquisition Proposal (provided that for purposes of this Section 8.3(a), all references to “15%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”); or (ii) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) 8.1(c), or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii8.1(d)(ii) or Section 9.1(d)(iii8.1(d)(iii); then, in any such event under clause (i) or (ii) of this Section 8.3(a), in which case the Company shall pay if and as directed by Parent or its designee a cash amount equal to US$3,940,429 (the “Termination Fee shall be payable Fee”) to Parent or its designee by wire transfer of same day funds, within two five (25) Business Days after such termination; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. For purposes In the event that Parent or its designee shall receive full payment of the references Termination Fee pursuant to an “Acquisition Proposal” or an “Acquisition Transaction” this Section 8.3(a), the receipt of the Termination Fee and the expenses referred to in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” 8.3(c) shall be deemed to be references liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Representatives arising out of or in connection with this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.3(a) shall limit the rights of Parent and Merger Sub under Section 9.11. (b) In the event that the Company shall terminate this Agreement pursuant to Section 8.1(d)(i), Parent shall pay or cause to be paid to the Company or its designee promptly (but in any event no later than five (5) Business Days) after the Company validly terminates this Agreement pursuant to Section 8.1(d)(i) a termination fee equal to US$3,940,429 (the “fifty percent Parent Termination Fee”). In the event that the Company shall receive full payment pursuant to this Section 8.3(b) and reimbursement of any applicable expenses pursuant to Section 8.3(c), the receipt of the Parent Termination Fee and such expenses shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Company or any other Person in connection with this Agreement, and the transactions contemplated hereby (50%)and the abandonment or termination thereof) or any matter forming the basis for such termination, and neither the Company nor any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective former, current or future Representatives or Affiliates arising out of or in connection with this Agreement or any of the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.3(b) shall limit the rights of the Company under Section 9.11.” (c) Each of the parties hereto acknowledge that the agreements contained in this Section 8.3 are an integral part of the Merger, and that without these agreements the other parties would not enter into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 8.3, and, in order to obtain the payment, Parent or the Company, as the case may be, commences an Action which results in a judgment against the other party, with respect to Parent or Merger Sub, or parties, with respect to the Company for the payment set forth in this Section 8.3, such paying party shall pay the other party or parties, as applicable, its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Action, together with interest on such amount at the 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.

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) a Competing Proposal relating to a Competing Transaction shall have been made or proposed (and not withdrawn), after the date hereof and prior to the Shareholders Meeting (or prior to the termination of this Agreement if there has been no Shareholders Meeting), (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i8.02(a) or Section 8.02(c); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such after the termination of this Agreement, (x) the Company or a Subsidiary any of the Company its Subsidiaries consummates, or enters into a definitive agreement with any third party with respect in connection with, such Competing Transaction, whether or not such Competing Transaction was the same Competing Transaction referred to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (yA); provided, that for purposes of this Section 8.06(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”); (ii) this Agreement is terminated by the Company Parent pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination8.04; or (iii) this Agreement is terminated by Parent the Company pursuant to Section 9.1(d)(ii8.03(c) or Section 9.1(d)(iii8.03(d), then the Company shall pay, or cause to be paid, to Parent or its designees an amount in which case cash equal to $25,000,000 (the “Company Termination Fee shall be payable Fee”) by wire transfer of same day funds as promptly as possible (but in any event (x) within two (2) Business Days after such termination. For purposes termination in the case of a termination referred to in clause (ii) above, (y) at least two (2) Business Days prior to and as a condition of the references consummation by the Company of a Competing Transaction or entry by the Company into the definitive agreement in connection with a Competing Transaction in the case of a termination referred to in clause (i) above, or (z) prior to, concurrently with or immediately after the termination of this Agreement in case of a termination pursuant to clause (iii) above); it being agreed that in no event shall the Company be required to pay the Company Termination Fee more than once. (b) Parent will pay, or cause to be paid, to the Company or its designees (i) an amount in cash equal to $50,000,000 (the “Acquisition Proposal” Parent Termination Fee”), if this Agreement is terminated by the Company pursuant to Section 8.03(a) or an “Acquisition Transaction” Section 8.03(b), such payment to be made as promptly as possible (but in any event within two (2) Business Days after such termination by wire transfer of same day funds); it being agreed that in no event shall Parent be required to pay the Parent Termination Fee more than once. (c) Except as otherwise specified in Section 9.3(b)(i8.06(d), all references expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not the Merger or any other Transaction is consummated. (d) In the event that the Company fails to pay the Company Termination Fee, or Parent fails to pay the Parent Termination Fee, when due and in accordance with the requirements of this Agreement, the Company or Parent, as the case may be, shall reimburse the other party for reasonable costs and expenses actually incurred or accrued by the other party (including fees and expenses of counsel) in connection with the collection under and enforcement of this Section 8.06, together with interest on such unpaid Company Termination Fee or Parent Termination Fee, as the case may be, commencing on the date that the Company Termination Fee or Parent Termination Fee, as the case may be, became due, at the prime rate as published in The Wall Street Journal on such date plus 1.00% or a lesser rate that is the maximum permitted by applicable Law. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder. (e) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 8.06 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 8.06(a) or Section 8.06(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 8.06, the parties hereto would not have entered into this Agreement. (i) Subject to Section 9.08, the Equity Commitment Letter, the Debt Commitment Letters and the Limited Guarantee, the Company’s right to (i) terminate this Agreement and receive the Parent Termination Fee pursuant to Section 8.06(b) and the guarantee of such obligations pursuant to the Limited Guarantee (subject to their terms, conditions and limitations), (ii) if applicable, receive reimbursement and indemnification pursuant to Section 6.07(g), and (iii) if applicable, receive reimbursement and interest pursuant to Section 8.06(d) (clauses (ii) and (iii) together, the “twenty percent Company Reimbursement”), shall be the sole and exclusive remedy of any Group Company and all members of the Company Group against (20%A) Parent, Merger Sub, New Wave, the Guarantor or the Rollover Shareholders, (B) the former, current and future direct or indirect holders of any equity, general or limited partnership or limited partnership or liability company interest, controlling persons, management companies, portfolio companies, incorporators, Representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of Parent, Merger Sub, New Wave, the Guarantor or Rollover Shareholders, (C) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent, Merger Sub or the Guarantor, or (D) any former, current or future direct or indirect holders of any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of any of the foregoing (clauses (A) through (D) of this Section 8.06(f)” , collectively, the “Parent Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the Merger or the other Transactions to be consummated. For the avoidance of doubt, subject to Section 9.08, neither Parent nor any other member of the Parent Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions (including the Equity Commitment Letter, the Limited Guarantee and the Debt Commitment Letters) other than the payment of the Parent Termination Fee pursuant to Section 8.06(b) and the Company Reimbursement, and in no event shall any Group Company, the direct or indirect shareholders of the Company or any other Group Company, or any of their respective Affiliates, members, managers, partners, Representatives, stockholders, successors or assignees of the foregoing (collectively, the “Company Group”), seek, or permit to be sought, on behalf of any member of the Company Group, any monetary damages from any member of the Parent Group in connection with this Agreement or any of the Transactions (including the Equity Commitment Letter, the Limited Guarantee and the Debt Commitment Letters), other than (without duplication) from Parent or Merger Sub to the extent provided in Section 8.06(b), Section 8.06(d) and Section 6.07(g), or the Rollover Shareholders or the Guarantor to the extent provided in the definition of “Acquisition Transaction” relevant Equity Commitment Letter, the Support Agreement or Limited Guarantee. This provision was specifically bargained for and is intended to be for the benefit of, and shall be deemed enforceable by, each member of the Parent Group. (ii) Subject to Section 9.08, Parent’s right to terminate this Agreement and receive payment from the Company of the Company Termination Fee pursuant to Section 8.06(a) and expenses under Section 8.06(d) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any member of the Parent Group against any member of the Company Group for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the Merger to be references consummated. Neither the Company nor any other member of the Company Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment by the Company of the Company Termination Fee pursuant to Section 8.06(a) and the costs and expenses under Section 8.06(d), and in no event shall any of Parent, Merger Sub or any other member of the Parent Group seek, or permit to be sought, on behalf of any member of the Parent Group, any monetary damages from any member of the Company Group in connection with this Agreement or any of the Transactions, other than (without duplication) from the Company to the extent provided in Section 8.06(a) and Section 8.06(d). This provision was specifically bargained for and is intended to be for the benefit of, and shall be enforceable by, each member of the Company Group. (iii) Notwithstanding anything to the contrary in this Agreement, the Financing Documents, the Limited Guarantee, the Support Agreement or any other document contemplated thereby or any document or instrument delivered in connection hereunder or thereunder (collectively, the “fifty percent Transaction Documents”), but subject to Section 9.08, the maximum aggregate liability, whether in equity or at Law, in Contract, in tort or otherwise, of the Parent Group collectively (50%A) under this Agreement or any other Transaction Document, (B) in connection with the failure of the Merger or the other transactions contemplated hereunder or under the Transaction Documents (including the Financing) to be consummated or (C) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any other Transaction Document, shall not exceed under any circumstances an amount equal to the sum of (i) the Parent Termination Fee, if any, due and owing to the Company pursuant to Section 8.06(b) and (ii) the Company Reimbursement. (iv) Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, but subject to Section 9.08, the maximum aggregate liability, whether in equity or at Law, in Contract, in tort or otherwise, of the Company Group collectively (A) under this Agreement or any other Transaction Document, (B) in connection with the failure of the Merger or the other transactions contemplated hereunder or under the Transaction Documents (including the Financing) to be consummated or (C) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any other Transaction Document, shall not exceed under any circumstances an amount equal to the sum of (i) the Company Termination Fee, if any, due and owing to the Parent pursuant to Section 8.06(a) and (ii) the amounts, if any, due and owing under Section 8.06(d).”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A8.02(a) or Section 9.1(b)(i)(B) (provided8.02(c), that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following a Takeover Proposal is publicly disclosed or made known to the execution and delivery Company Board after the date of this Agreement and prior to the event that gave rise to such termination of this Agreement, an Acquisition or right to terminate (and provided such Takeover Proposal shall not have been publicly announced or shall have become publicly disclosed or publicly known; withdrawn in good faith prior to such event or, in the case of a termination pursuant to Section 8.02(c), at least ten (10) Business Days prior to the Company Shareholders Meeting) and (C) within twelve (12) months following after the date of such termination of this Agreementtermination, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with relating to any third party with respect transaction included within the definition of a Takeover Proposal (which transaction is at any time thereafter consummated), or consummates a transaction included within the definition of a Takeover Proposal (provided that, solely for the purposes of this Section 8.06(a)(i), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 9.01, except that all references to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee “20%” shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (ychanged to “50%”); (ii) this Agreement is terminated by the Company Merger Sub pursuant to Section 9.1(c)(ii8.03(a), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent the Company pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii8.04(a), then the Company shall pay to Parent the Company Termination Fee (by wire transfer of immediately available funds) (x) in which the case of clause (a)(i) above, upon occurrence of the transaction referenced in clause (a)(i)(C), (y) in the case of clause (a)(ii) above, no later than the second (2nd) Business Day immediately following the date of such termination and (z) in the case of clause (a)(iii) above, upon (and as a condition to the effectiveness of) such termination. (b) In no event shall the Company Termination Fee be payable on more than one occasion, whether or not the Company Termination Fee may be payable at different times or upon the occurrence of different events. In the event that the Company Termination Fee is paid or payable pursuant to this Section 8.06, except in the case of fraud or Willful Breach, Parent’s right to receive payment of the Company Termination Fee shall be payable within two (2) Business Days after such terminationthe sole and exclusive remedy of Parent, Merger Sub and their respective Affiliates and Representatives against the Company and its Affiliates and Representatives under this Agreement, or arising out of or related to this Agreement or the Transactions. For purposes Each of the references parties to this Agreement acknowledges and hereby agrees that the provisions of this Section 8.06 are an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(iintegral part of the transactions contemplated by this Agreement (including the Merger), all references and that, without such provisions, the parties would not have entered into this Agreement. Accordingly, if the Company fails to “twenty percent pay the Company Termination Fee when due in accordance with this Section 8.06, and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company, the Company shall pay the reasonable costs and expenses (20%)” including reasonable attorneys’ fees and expenses) incurred or accrued by Parent in connection with such suit. All amounts payable pursuant to this Section 8.06 shall accrue interest at the definition of “Acquisition Transaction” prime lending rate prevailing during such period as published in The Wall Street Journal and shall be deemed calculated on a daily basis from the date such amounts were required to be references to “fifty percent paid until (50%)but excluding) the date of actual payment, and on the basis of a 360-day year.”

Termination Fee. The Company MFB shall pay to Parent MutualFirst the cash amount of $23,040,000 1.7 million, as an agreed upon liquidated damages and not as a penalty and as the sole and exclusive remedy of MutualFirst and Acquisition Corp. against MFB (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days business days after written demand (or as otherwise provided below) in immediately available funds, upon the earlier occurrence of any of the events in clause following: (C)(xa) or (ya termination of this Agreement by MutualFirst pursuant to Section 9.1(g); (iib) a termination of this Agreement is terminated by the Company MFB pursuant to Section 9.1(c)(ii9.1(h), in which case the Termination Fee shall be payable paid concurrently with the termination of this Agreement; (c) the entering into a definitive agreement by MFB or MFB Financial relating to a change in control of MFB, MFB Financial or substantially all of the assets of either of them (by merger, consolidation, stock purchase, bulk sale of assets or otherwise) within one (1) year after the termination of this Agreement by MutualFirst pursuant to Section 9.1(b); provided, however, that if MutualFirst seeks relief against MFB under Section 9.7(a), then MFB shall have no obligation to MutualFirst under this Section 9.6(c) and as a condition to the effectiveness provisions of such terminationthis Section 9.6(c) shall thereupon terminate; or (iiid) the consummation of a transaction involving a change in control of MFB, MFB Financial or substantially all of the assets of either of them (by merger, consolidation, tender offer, stock purchase, bulk sale of assets or otherwise) within one year after the termination of this Agreement is terminated by Parent MutualFirst pursuant to Section 9.1(d)(ii) or 9.1(b); provided, however, that if MutualFirst seeks relief against MFB under Section 9.1(d)(iii9.7(a), in which case then MFB shall have no obligation to MutualFirst under this Section 9.6(d) and the provisions of this Section 9.6(d) shall thereupon terminate. Upon payment of the Termination Fee to MutualFirst, MFB shall be payable within two (2) Business Days after such termination. For purposes of have no further liability to MutualFirst or Acquisition Corp. under this Agreement or otherwise related to the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Transactions.”

Termination Fee. The (a) Notwithstanding Section 9.3 above, but subject to Section 10.1, in the event that (i) this Agreement is terminated by either Purchaser or the Company under Section 9.1(b) and the failure of the Closing to occur on or before the Outside Date was not caused by, or a result of, the breach or violation of the Company, the Sellers, Pubco or Merger Sub of any representation, warranty, covenant or obligation under this Agreement, or (ii) there is a valid and effective termination of this Agreement by the Company pursuant to Section 9.1(d), then Purchaser shall pay to Parent the Company a termination fee in cash in an aggregate amount equal to the legal and advisory fee Expenses incurred by the Company prior to such termination, up to a maximum of Two Hundred Fifty Thousand Dollars ($23,040,000 250,000) (the “Termination Fee”). The Termination Fee shall be paid by Purchaser to the Company (but for the avoidance of doubt, subject to Section 10.1) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) within twenty (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (220) Business Days after the earlier date of the events in clause valid and effective termination of this Agreement by the Company where such payment is required pursuant to clauses (C)(xi) or (y); (ii) of this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii)9.4(a) or, in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or if later, three (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (23) Business Days after the Company shall have delivered to Purchaser the amount of such termination. For purposes Expenses for the Termination Fee, along with reasonable documentation in connection therewith. (b) Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Termination Fee is payable under this Section 9.4, the payment of the references Termination Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to an “Acquisition Proposal” any claim for damages or an “Acquisition Transaction” any other claim which the Company would otherwise be entitled to assert against Purchaser or its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the Company, provided, that the foregoing shall not limit (x) any claim for fraud prior to termination of this Agreement or (y) the rights of the Company to seek specific performance or other injunctive relief in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition lieu of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)terminating this Agreement.”

Termination Fee. The Company A Party shall pay to Parent the other Party the cash amount of $23,040,000 13,000,000, as an agreed upon liquidated damages and not as a penalty and as the sole and exclusive remedy of such Party against the other Party (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days business days after written demand (or as otherwise provided below) in immediately available funds, as provided below: (a) ▇▇▇▇ shall pay to MBFI the earlier Termination Fee upon the occurrence of any of the events in clause following events: (C)(xi) or (ya termination of this Agreement by MBFI pursuant to Section 9.1(h); (ii) a termination of this Agreement is terminated by the Company ▇▇▇▇ pursuant to Section 9.1(c)(ii9.1(i), in which case the Termination Fee shall be payable paid concurrently with the termination of this Agreement; (iii) the entering into a definitive agreement by ▇▇▇▇ or OB Bank relating to a change in control of FOBB, OB Bank or substantially all of the assets of either of them (by merger, consolidation, stock purchase, bulk sale of assets or otherwise) within one (1) year after the termination of this Agreement by MBFI pursuant to Section 9.1(b); provided, however, that if MBFI seeks relief against ▇▇▇▇ under Section 9.7(a), then ▇▇▇▇ shall have no obligation to MBFI under this Section 9.6(a)(iii) and as a condition to the effectiveness provisions of such terminationthis Section 9.6(a)(iii) shall thereupon terminate; or (iiiiv) the consummation of a transaction involving a change in control of FOBB, OB Bank or substantially all of the assets of either of them (by merger, consolidation, tender offer, stock purchase, bulk sale of assets or otherwise) within one year after the termination of this Agreement is terminated by Parent MBFI pursuant to Section 9.1(d)(ii) or 9.1(b); provided, however, that if MBFI seeks relief against ▇▇▇▇ under Section 9.1(d)(iii9.7(a), in which case then ▇▇▇▇ shall have no obligation to MBFI under this Section 9.6(a)(iv) and the provisions of this Section 9.6(a)(iv) shall thereupon terminate. Upon payment of the Termination Fee to MBFI, ▇▇▇▇ shall be payable within two have no further liability to MBFI under this Agreement or otherwise related to the Transactions. (2b) Business Days after such terminationUpon the written demand of ▇▇▇▇, MBFI shall pay to ▇▇▇▇ the Termination Fee upon a termination of this Agreement by ▇▇▇▇ pursuant to Section 9.1(g). For purposes Upon payment of the references Termination Fee after written demand, MBFI shall have no further liability to an “Acquisition Proposal” ▇▇▇▇ under this Agreement or an “Acquisition Transaction” in otherwise related to the Transactions. If ▇▇▇▇ seeks relief against MBFI under Section 9.3(b)(i9.7(a), all references then MBFI shall have no obligation to “twenty percent (20%)” in ▇▇▇▇ under this Section 9.6(b) and the definition provisions of “Acquisition Transaction” Section 9.6(b) shall be deemed to be references to “fifty percent (50%)thereupon terminate.”

Termination Fee. The Any provision in this Agreement to the contrary notwithstanding: (a) If the Company shall have validly terminated this Agreement pursuant to Section 6.04(b) , then the Company shall pay to Parent Offeror a fee in the amount of $23,040,000 50,000,000 in cash (the “Company Termination Fee”), by wire transfer of such payment to be made immediately available funds prior to an account or accounts designated in writing by Parent, in the event that:concurrently with such termination. (b) If (i) (A) after the date of this Agreement, any Alternative Proposal is publicly proposed or publicly disclosed and not bona fide withdrawn prior to the Expiration Time, (B) this Agreement is validly terminated by Parent Offeror or the Company pursuant to Section 9.1(b)(i)(A6.02(a), by Offeror pursuant to Section 6.05, or pursuant to Section 6.03 as a result of a termination of the SPA pursuant to Section 7.1(e) or Section 9.1(b)(i)(B7.1(h) (providedthereunder, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) concurrently with or within twelve (12) months following after such termination of this Agreementtermination, (x) the Company or a Subsidiary of the Company enters shall have entered into a definitive agreement in respect of, or shall have consummated, an Alternative Proposal (with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be Alternative Proposal deemed to be for this clause (C) references to “fifty percent (50%)”), then the Company shall pay to Offeror the Company Termination Fee in cash , such payment to be made upon the consummation of such Alternative Proposal; or (ii) (A) this Agreement is terminated (x) pursuant to Section 6.03 as a result of a termination of the SPA pursuant to Section 7.1(b) or Section 7.1(h) thereof, due to the fact that the Refinancing (as defined in the SPA) is not available to Seller for reasons other than a breach by Offeror, Sponsor or Buyer of the Transaction Documents or any failure of the Debt Financing (as defined in the SPA) or alternative financing in accordance with Section 5.8 of the SPA to be funded or to be available to be funded or (y) by Offeror pursuant to Section 6.05(a) and (B) concurrently with or within twelve (12) months after such termination, the Company shall have entered into a definitive agreement in respect of, or shall have consummated, an Alternative Proposal (with references to “twenty percent (20%)” in the definition of Alternative Proposal deemed to be for this clause (C) references to “fifty percent (50%)”);, then in each of cases (i) and (ii) the Company shall pay to Offeror the Company Termination Fee in cash, such payment to be made upon the consummation of such Alternative Proposal. It is expressly acknowledged and agreed by the parties that (A) in no event shall the Company be required to pay a Company Termination Fee on more than one occasion; and (B) if the Company pays any Expense Reimbursement, the amount of such Expense Reimbursement shall be credited against any Company Termination Fee payable in accordance with this Agreement and any damages recoverable arising out of this Agreement; and (C) if any damages award is paid by the Company arising out of this Agreement prior to the payment by the Company of a Company Termination Fee or Expense Reimbursement, such damages shall be credited against any Company Termination Fee or Expense Reimbursement payable in accordance with this Agreement. Following receipt by Offeror of the Company Termination Fee in accordance with Section 6.07(a) or this Section 6.07(b), the Company shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Offeror, including pursuant to Section 6.06 in respect of a Willful Breach. (c) If this Agreement is terminated pursuant to Section 6.03 as a result of a termination of the SPA pursuant to Section 7.1(b) or Section 7.1(h) thereof, due to the fact that the Refinancing (as defined in the SPA) is not available to Seller for reasons other than a breach by Offeror, Sponsor or Buyer of the Transaction Documents or any failure of the Debt Financing (as defined in the SPA) or alternative financing in accordance with Section 5.8 of the SPA to be funded or to be available to be funded, then the Company shall reimburse Offeror for up to $25,000,000 of the out-of-pocket expenses incurred to date by Offeror and its Affiliates in connection with the Transactions) (the “Expense Reimbursement”), such payment to be made no later than three (3) Business Days after termination of this Agreement; it being understood and agreed by the parties that payment of the Expense Reimbursement shall not impair Offeror’s rights under subsection (b) above or to seek damages in the event of a Willful Breach pursuant to Section 6.06 (subject to the netting provisions set forth above). (d) The parties acknowledge that the agreements contained in this Section 6.07 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, the parties would not have entered into this Agreement; accordingly, if either party fails to timely pay an amount due pursuant to this Section 6.07, the defaulting party shall pay the non-defaulting party 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. (e) Notwithstanding anything to the contrary in this Agreement, in the event Offeror fails to effect the Offer Closing or otherwise breaches this Agreement, then, except for (x) an order of specific performance as and only to the extent expressly permitted by Section 7.11, the Equity Commitment Letter, and/or the Limited Guarantee or (y) any remedy available at law or equity with respect to a covenant to be performed following the Offer Closing or the Issuance, the Company’s sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against any former, current and future equity holders, controlling Persons, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of the Sponsors, Offeror or Equity Investors or any former, current or future stockholder, controlling Person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing (each, a “Offeror Related Party,” and collectively, “Offeror Related Parties”) in respect of this Agreement, any contract or agreement executed in connection herewith (including the Equity Commitment Letter and the Limited Guarantee) and the transactions contemplated hereby and thereby shall be to terminate this Agreement in accordance with this Article VI and the SPA in accordance with its terms and collect thereunder or as otherwise provided in the Sponsor Guarantee (as defined in the SPA), if due, (i) the applicable Buyer Termination Fee under the SPA and (ii) any interest payable pursuant thereto, and upon payment of all such amounts, no Offeror Related Party shall have any further liability or obligation relating to or arising out of this Agreement, any contract or agreement executed in connection herewith (including the Equity Commitment Letter and the Limited Guarantee) or any of the transactions contemplated hereby or thereby. (f) Notwithstanding anything to the contrary in this Agreement, in the event the Company breaches this Agreement, then, except for (x) an order of specific performance as and only to the extent expressly permitted by Section 7.11 or, in lieu of such order of specific performance, (y) any remedy for damages in the case of a Willful Breach in circumstances in which the Company Termination Fee would not be payable, or (z) any remedy available at law or equity with respect to a covenant to be performed following the Offer Closing, the Offeror’s sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against any former, current and future equity holders, controlling Persons, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of the Company or any former, current or future stockholder, controlling Person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing (each, a “Company Related Party, “ and collectively, “Company Related Parties”) in respect of this Agreement, any contract or agreement executed in connection herewith and the transactions contemplated hereby and thereby shall be to terminate this Agreement in accordance with this Article VI and collect hereunder, if due, (i) the Company Termination Fee and (ii) any interest payable pursuant to Section 6.07(c), and upon payment of all such amounts, no Company Related Party shall have any further liability or obligation relating to or arising out of this Agreement, any contract or agreement executed in connection herewith or any of the transactions contemplated hereby or thereby.

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) this Agreement is terminated (y) by Parent or the Company either party pursuant to Section 9.1(b)(i)(A8.1(b)(i) or Section 9.1(b)(i)(B(z) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); 8.1(c)(i) as a result of a failure of conditions (d) or (e) to the Offer (as set forth in Annex A hereto) to be satisfied and (B) following (y) the execution Company enters into an agreement with respect to a Takeover Proposal within 12 months after such termination and delivery of this Agreement and prior to such Takeover Proposal is thereafter consummated at any time or (z) a Takeover Proposal is consummated within 12 months after the termination of this Agreement; provided, an Acquisition that for purposes of this Section 8.3(a)(i), the references to “20%” in the definition of Takeover Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect be deemed to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y)references to “50%;” (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii8.1(d)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii8.1(c)(iii); then the Company shall pay as directed by Parent the termination fee in an amount equal to $43,528,152 (the “Termination Fee”), by wire transfer of same day funds, it being understood that in which case no event shall the Company be required to pay the Termination Fee on more than one occasion. (b) The Termination Fee shall be payable within two paid by wire transfer of immediately available funds to an account designated by Parent. (2c) Business Days after such termination. For purposes Each of the references parties hereto acknowledges that the agreements contained in this Section 8.3 are an integral part of the Transactions; accordingly, if the Company fails to an “Acquisition Proposal” timely pay the Termination Fee (i) the Company shall pay interest on the Termination Fee, and (ii) if, in order to obtain the payment, Parent commences a suit which results in a judgment against the Company for the Termination Fee, the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such suit, together with interest on such amount. The interest amounts payable pursuant to each of (i) and (ii) shall be calculated at the prime rate announced by Bank of America (or an “Acquisition Transaction” any successor thereto) plus 200 basis points, calculated from the date such payment was required to be made through the date such payment was actually made. Notwithstanding anything in this Agreement to the contrary (including Section 9.3(b)(i8.2), all references to “twenty percent (20%)” in the definition event that the Termination Fee is paid in accordance with this Section 8.3, the payment of “Acquisition Transaction” such Termination Fee shall be deemed the sole and exclusive remedy of Parent, Merger Sub, and their respective subsidiaries, shareholders, Affiliates, officers, directors, employees and Representatives against the Company, its Subsidiaries or any of their Representatives or Affiliates with respect to (i) any loss suffered, directly or indirectly, as a result of the failure of the Merger to be references consummated, (ii) the termination of this Agreement, (iii) any liabilities or obligations arising under this Agreement or (iv) any claims or actions arising out of or relating to “fifty percent (50%)any breach, termination or failure of or under this Agreement.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) that this Agreement is terminated (i) by Parent or the Company pursuant to Section 9.1(b)(i)(A10.1(d), or (ii) by the Company or Section 9.1(b)(i)(B) Acquiror (provided, that with respect to if such termination by is permitted hereunder) and at the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery time of this Agreement and prior to such termination all of this Agreement, an Acquisition Proposal the conditions set forth in Article 8 shall have been publicly announced satisfied or waived (if legally permitted) by the appropriate party (other than those conditions that by their terms are to be satisfied at the Closing) except for the condition or conditions set forth in Section 8.1(a) relating solely to HSR Approval or Nevada Gaming Approvals in relation to the Merger or Section 8.1(b)(i) relating solely to a Governmental Order by the HSR Authorities or the Nevada Gaming Authorities (such occurrence relating solely to HSR Approval or Nevada Gaming Approvals, or relating solely to a Governmental Order by the HSR Authorities or the Nevada Gaming Authorities, a “Regulatory Failure”), then Acquiror shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreementpromptly, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; but in which case the Termination Fee shall be payable within no event later than two (2) Business Days after the earlier date of such termination, pay, or cause to be paid, to the Company or its designees the Termination Fee (an amount equal to $30,000,000) (the “Termination Fee”) by wire transfer of same day funds (it being understood that in no event shall Acquiror be required to pay the Termination Fee on more than one occasion). Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the events Termination Fee or expanding the circumstances in clause (C)(x) or (y);which the Termination Fee is to be paid, it is agreed that the Termination Fee is a liquidated damage, and not a penalty. (iib) Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement is terminated (x) by the Company pursuant to Section 9.1(c)(ii)10.1(d) or (y) pursuant to a Regulatory Failure, except in which the case of fraud by Acquiror or Merger Sub, the payment of the Termination Fee by Acquiror pursuant to Section 10.3(a), when paid as required under this Agreement, and the payment of any amounts due pursuant to Section 10.3(c), when paid (if required under this Agreement), shall be payable concurrently with the sole and as a condition to exclusive remedy of the effectiveness Company against (i) Acquiror or Merger Sub, (ii) the former, current and future holders of such terminationany equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, shareholders, or assignees of Acquiror or Merger Sub or any Affiliates of either; or and (iii) any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, shareholders, or assignees of any of the foregoing for any Loss or other liability of any kind under this Agreement is terminated or otherwise relating to the transactions contemplated by Parent pursuant this Agreement, including as a result of the failure of the Merger to be consummated. (c) The parties acknowledge that the agreements contained in this Section 9.1(d)(ii) or Section 9.1(d)(iii)10.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement. If Acquiror fails promptly to pay the Termination Fee, and, in which case order to obtain such payment, the Company commences an action or proceeding that results in a judgment against Acquiror for the Termination Fee, Acquiror shall pay to the Company, together with the Termination Fee, (a) interest on the Termination Fee shall be payable within two from the date of termination of this Agreement at a rate per annum equal to the prime rate as published in the Wall Street Journal, Eastern Edition, in effect on the Closing Date and (2b) Business Days after any costs and expenses (including legal fees) incurred by the Company in connection with any such terminationaction or proceeding. For purposes of If Acquiror fails to pay the references to an “Acquisition Proposal” or an “Acquisition Transaction” Termination Fee in accordance with Section 9.3(b)(i10.3(a), then the Company’s termination of this Agreement shall, at the Company’s option, be revoked and become null and void ab initio and the Company may exercise any and all references to “twenty percent remedies (20%)” whether at law or equity) against the Acquiror, including by seeking specific performance in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)accordance with Section 11.14.”

Termination Fee. (a) The Company shall pay will pay, or cause to be paid, to one or more designees of Parent $23,040,000 (i) an amount equal to US$5,000,000 (the “Tier I Company Termination Fee”) if this Agreement is terminated (1) by Parent pursuant to Section 8.04(a); or (2) by the Company or Parent pursuant to Section 8.02(a) or Section 8.02(c), by wire transfer and within twelve (12) months after such termination the Company or any of immediately available funds its Subsidiaries enters any definitive agreements in connection with any Competing Transaction (provided that for purposes of this Section 8.06(a), all references to an account or accounts designated in writing by Parent, “20%” in the event that: definition of “Competing Transaction” shall be deemed to be references to “one-third (i1/3)”), and (ii) an amount equal to US$6,666,667 (Athe “Tier II Company Termination Fee”; collectively with the Tier I Company Termination Fee, the “Company Termination Fee”) if this Agreement is terminated by Parent pursuant to Section 8.04(b), or by the Company pursuant to Section 9.1(b)(i)(A8.03(c) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i8.03(d); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the . The Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable paid, in the case of termination pursuant to clauses (i)(1) and (ii) above, at or prior to the time of such termination, and, in the case of termination pursuant to clause (i)(2) above as promptly as possible (but in any event within two (2) Business Days after following the earlier of entry by the events Company or its Subsidiary into the definitive agreements in clause (C)(x) or (yconnection with the Competing Transaction);. (iib) Parent will pay, or cause to be paid, to the Company an amount equal to US$10,000,000 (the “Parent Termination Fee”) if this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii8.03(a) or 8.03(b), such payment to be made as promptly as possible (but in which case any event within five (5) Business Days) following such termination. In addition, in the event that this Agreement is validly terminated in by either the Company or Parent in accordance with Section 8.02(a) and the condition set forth in Section 7.02(e) has not been satisfied by the Termination Fee shall Date, Parent will pay, or cause to be payable concurrently with and as a condition paid, to the effectiveness of Company an amount equal to US$2,000,000, such payment to be made promptly (but in any event no later than five (5) Business Days) following such termination; or. (c) In the event that the Company fails to pay the Company Termination Fee, or Parent fails to pay the Parent Termination Fee, when due and in accordance with the requirements of this Agreement, the Company or Parent, as the case may be, shall reimburse the other party for all costs and expenses actually incurred or accrued by the other party (including, without limitation, fees and expenses of counsel) in connection with the collection under and enforcement of this Section 8.06, together with interest on such unpaid Company Termination Fee or Parent Termination Fee, as the case may be, commencing on the date that the Company Termination Fee or Parent Termination Fee, as the case may be, became due, at the prime rate as published in the Wall Street Journal Table of Money Rates on such date plus 1.00%. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder. (d) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 8.06 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 8.06(a) or Section 8.06(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 8.06, the parties hereto would not have entered into this Agreement. (e) Notwithstanding anything to the contrary in this Agreement is terminated by but subject to Section 9.07, in the event that Parent or Merger Sub fails to effect the Closing for any reason or no reason or they otherwise breach this Agreement (whether willfully, intentionally, unintentionally or otherwise) or otherwise fail to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then the Company’s right to terminate this Agreement and receive the Parent Termination Fee pursuant to Section 9.1(d)(ii8.06(b) and the guarantee of such obligations pursuant to the Guaranties (subject to their terms, conditions and limitations), shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any Group Company and all members of the Company Group (as defined below) against (i) Parent, Merger Sub, the Guarantors, (ii) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of Parent, Merger Sub or any Guarantor, (iii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent, Merger Sub or any Guarantor or (iv) any holders or future holders of any equity, stock, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing (clauses (i) - (iv), collectively, the “Parent Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Merger to be consummated (whether willfully, intentionally, unintentionally or otherwise). For the avoidance of doubt, neither Parent nor any member of the Parent Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions (including the Equity Commitment Letters, the Guaranties and the Debt Commitment Letter) other than the payment of the Parent Termination Fee pursuant to Section 9.1(d)(iii8.06(b), and in which case no event shall any Group Company, the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes direct or indirect shareholders of the references Company or any other Group Company, or any of their respective Affiliates, directors, officers, employees, members, managers, partners, representatives, advisors or agents of the foregoing, (collectively, the “Company Group”) seek, or permit to an “Acquisition Proposal” be sought, on behalf of any member of the Company Group, any monetary damages from any member of the Parent Group in connection with this Agreement or an “Acquisition Transaction” any of the Transactions (including the Equity Commitment Letters, the Guaranties and the Debt Commitment Letter), other than (without duplication) from Parent or Merger Sub to the extent provided in Section 9.3(b)(i8.06(b), all references or the Guarantors to “twenty percent (20%)” the extent provided in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Guaranties.”

Termination Fee. The Company (a) Except as otherwise provided below in this Section 7.05, all fees and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall pay to Parent $23,040,000 (be paid by the “Termination Fee”), by wire transfer of immediately available funds to an account party incurring such expenses whether or accounts designated in writing by Parent, in not the event that:Merger is consummated. (ib) (A) If this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A5.01(e) or Section 9.1(b)(i)(B5.01(f)(i) (providedhereof, that with respect to such termination by then the CompanyCompany shall, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to or simultaneously with such termination termination, pay Buyer a fee in immediately available funds of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and $1,000,000 (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the "Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (yFee");. (iic) If (i) this Agreement is terminated by the Company or Buyer pursuant to Section 9.1(c)(ii5.01(b) hereof or Section 5.01(c)(ii) hereof or by Buyer pursuant to Section 5.01(c)(i) hereof (provided in the case of a termination pursuant to Section 5.01(c)(i) that such termination is as a result of a material breach by the Company of any representations, warranties or covenants contained in this Agreement or the failure of the condition set forth in Section 3.01(f) of this Agreement to be satisfied), in which case the Termination Fee shall be payable concurrently with and as a condition (ii) an Acquisition Proposal has been made or publicly announced prior to the effectiveness of such termination; or termination and (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) within nine months after such termination the Company or Section 9.1(d)(iiiany of its subsidiaries enters into a definitive agreement for, or consummates an Acquisition Proposal (whether or not involving such person or group), in which then the Company shall on the next business day following the Company or any of its subsidiaries entering into such definitive agreement for or consummating (as the case may be) such Acquisition Proposal, pay to Buyer the Termination Fee. In no event shall more than one Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in under this Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)7.05.”

Termination Fee. The (i) In the event that this Agreement is terminated pursuant to Section 8.1(d), then the Company shall pay to Parent Parent, within two Business Days following written notice of such termination, a termination fee of $23,040,000 25 million (the “"Termination Fee”"). (ii) In the event that the Board of Directors of the Company shall have withdrawn or adversely modified the Company Recommendation prior to the Company Stockholders' Meeting and this Agreement is terminated pursuant to Section 8.1(h)(i), by wire transfer of immediately available funds then the Company shall pay to an account or accounts designated in writing by Parent, in within two Business Days following written notice of such termination, the Termination Fee. (iii) In the event that: that (A) (i) the Company fails to hold the Company Stockholders' Meeting on or prior to the fifth (A5th) Business Day prior to the Outside Date, and (x) at such time there are no restrictions under applicable Law, imposed by a Governmental Entity or arising from any act or omission of Parent that prohibit or materially impede or delay the Company from holding the Company Stockholders' Meeting by the fifth (5th) Business Day prior to the Outside Date and (y) there were no such restrictions effective prior to such time that prevented or materially impeded or delayed the Company from calling or holding the Company Stockholders' Meeting by the fifth (5th) Business Day prior to the Outside Date, and (z) Parent has duly called the Parent Shareholders' Meeting to be held on or prior to the fifth (5th) Business Day prior to the Outside Date and this Agreement is terminated pursuant to Section 8.1(b), (ii) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A8.1(f) or Section 9.1(b)(i)(B) (provided, that with respect to such termination as a result of a breach by the Company, the right to terminate Company of any covenant or agreement in this Agreement or (iii) this Agreement is terminated pursuant to Section 9.1(b)(i8.1(h)(i), and in the case of each of the foregoing clauses (i), (ii) is then available to Parent) or by Parent pursuant to Section 9.1(d)(iand (iii); (B) following , at any time after the execution and delivery date of this Agreement and prior to before such termination pursuant to Section 8.1(b) or (f) or, in the case of termination under Section 8.1(h)(i), the vote on this AgreementAgreement at the Company Stockholders' Meeting (or any adjournment or postponement thereof), as the case may be, an Acquisition Proposal with respect to the Company shall have been publicly announced or shall have become publicly disclosed or publicly known; and (CB) within twelve (12) months following such termination of this Agreement, (x) an Acquisition Proposal with respect to the Company is consummated or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; Proposal, in which case either case, within twelve months following the termination of this Agreement, then the Company shall pay the Termination Fee shall be payable to Parent within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness consummation of such termination; or (iii) this Agreement is terminated by Parent pursuant Acquisition Proposal or execution of a definitive agreement with respect to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%).”

Termination Fee. The (a) In the event that this Agreement is terminated pursuant to Section 11.01(c)(i), Section 11.01(c)(iv), or Section 11.01(d)(i) the Company shall pay pay, or cause to Parent be paid, to the Buyer or its designee an amount in immediately available funds equal to $23,040,000 3,000,000 (the “Termination Fee”), ) as liquidated damages. (b) Payment of the Termination Fee under the foregoing Section 11.03(a) shall be due and payable by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within no later than two (2) Business Days after the earlier date of such termination (or in the event of a termination under Section 10.1(d)(i)(B), prior to, or simultaneously with, such termination). (c) The parties acknowledge that the agreements contained in Section 11.03 are an integral part of the events in clause (C)(x) or (y); (ii) transaction contemplated by this Agreement is terminated by Agreement, and that, without these agreements, the parties would not enter into this Agreement. Accordingly, if the Company fails to promptly pay the Termination Fee pursuant to Section 9.1(c)(ii11.03(a), and, in which case order to obtain such payment, Buyer commences a suit that results in a final, non-appealable adjudication on the merits against the Company, Buyer shall, in addition to the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii11.03(a), be indemnified for its reasonable and documented costs and expenses incurred in which case connection with enforcing this Agreement. (d) Notwithstanding anything to the contrary in this Agreement, the Buyer’s right to receive payment of the Termination Fee pursuant to Section 11.03(a) shall be payable within two (2) Business Days after the sole and exclusive remedy of the Buyer and its Affiliates against the Company and its Affiliates and its and their respective stockholders, partners, members, and 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. For purposes , and upon payment of the references Termination Fee pursuant to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i11.03(a), all references none of the Company or its Affiliates and its or their respective stockholders, partners, members, and Representatives shall have any further liability or obligation relating to “twenty percent (20%)” in or arising out of this Agreement or the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)transactions contemplated by this Agreement.”

Termination Fee. Section 5.7(g) of the Agreement is hereby deleted and replaced in its entirety to read as follows: “The Company Debtors shall pay a fee in an amount equal to Parent $23,040,000 11,000,000 (the “Termination Fee”)) (which amount is inclusive of all expenses, by wire transfer except for expenses of immediately available funds $250,000 that were authorized and will be reimbursed pursuant to an account or accounts designated in writing by Parent, the Expense Reimbursement Order) to Purchaser in the event that: that the Debtors (i) accept a Bid, other than that of Purchaser, as the highest and best offer, (Aii) this Agreement is terminated sell, transfer, lease or otherwise dispose directly or indirectly, including through an asset sale, stock sale, merger, reorganization or other similar transaction (by Parent any Debtor or otherwise), all or substantially all or a material portion of the Company pursuant Acquired Assets (or agree to Section 9.1(b)(i)(Ado any of the foregoing) in a transaction or series of transactions to a party or parties other than Purchaser within one year from the date hereof, or (iii) choose not to sell, transfer, lease or otherwise dispose of, directly or indirectly, including through an asset sale, stock sale, merger, reorganization or other similar transaction (by any Debtor or otherwise), all or substantially all or a material portion of the Acquired Assets (or agree to do any of the foregoing) to Purchaser whether as a result of the proposal of a stand-alone plan of reorganization or otherwise (either of clause (i), (ii) or Section 9.1(b)(i)(B) (providediii), an “Alternative Transaction”); provided however, that with respect in no event shall the Termination Fee be payable to such termination by the Company, the right to terminate Purchaser (1) if Purchaser terminates this Agreement pursuant to Section 9.1(b)(i) is then available 7.1(a)(vi), the proviso to ParentSection 7.l(a)(viii)(3), Section 7.1(a)(ix) or by Parent pursuant to Section 9.1(d)(i7.1(a)(x); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) if this Agreement is terminated by the Company Debtors pursuant to Section 9.1(c)(ii7.l(a)(iii)(A); (3) if this Agreement is terminated pursuant to Section 7.1(a)(i); (4) if on the last day of the month that all of the conditions set forth in Section 6.2 of this Agreement (with such date replacing the terms “Closing” and “Closing Date” in Section 6.2 of this Agreement) have been satisfied or waived without the Closing having occurred Purchaser fails to consummate the transaction contemplated by this Agreement; or (5) if this Agreement is terminated by Purchaser pursuant to Section 7.1(a)(v)(A) solely because of the filing of a motion to convert the Debtors’ cases under Chapter 7. Moreover, in which case the event that the Debtors accept a Bid, other than that of Purchaser, as the highest and best offer, but that Alternative Transaction fails to close and Purchaser ultimately acquires all or substantially all of the assets of the Debtors, Purchaser shall not be entitled to the Termination Fee, and any Termination Fee paid to Purchaser will be returned to the Debtors. The obligations of the Debtors to pay the Termination Fee shall be entitled to administrative expense status under Section 503(b)(1) in the Bankruptcy Case and shall become due and payable concurrently with and as a condition to upon the effectiveness termination of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case as provided for hereunder and the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Bidding Procedures Order.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) If (A) this Agreement is validly terminated (1) by Parent either Southern or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B10.1(b)(i) (providedNo Company Shareholder Approval), that with respect to such termination by (2) either Southern or the Company, the right to terminate this Agreement Company pursuant to Section 9.1(b)(i10.1(b)(iii) is then available to Parent(Outside Date), or (3) or by Parent Southern pursuant to Section 9.1(d)(i10.1(d)(i) (Company Material Breach); , (B) following the execution and delivery of this Agreement and an Acquisition Proposal was publicly disclosed or made known to the Company prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) concurrently with or within twelve (12) 12 months following after the date of any such termination of this Agreementtermination, (x) the Company or a any Company Subsidiary of the Company enters into a definitive agreement with to effect any third party with respect to an Acquisition Transaction Proposal or (y) an any Acquisition Transaction Proposal is consummated; in which case , then the Company, subject to Section 10.3(b), shall pay to Southern or its designee the Termination Fee concurrently with the consummation of such Acquisition Proposal. (ii) If this Agreement is validly terminated by Southern pursuant to Section 10.1(d)(ii) (Company Change in Recommendation; Superior Proposal), then the Company shall be payable pay to Southern or its designee the Termination Fee within two (2) Business Days after the earlier date of the events in clause (C)(x) or (y);such termination. (iiiii) If this Agreement is validly terminated by the Company pursuant to Section 9.1(c)(ii10.1(c)(ii) (Company Superior Proposal), the Company shall, as a condition to such termination, pay to Southern or its designee the Termination Fee prior to, or concurrently with, the effectiveness of such termination. (iv) Each of the Company, Merger SubCo and Southern acknowledges that (i) the agreements contained in which case this Section 10.2(b) are an integral part of the Transactions and (ii) without these agreements, the Company, Merger SubCo and Southern would not enter into this Agreement. In no event shall the Company be required to pay more than one Termination Fee pursuant to Section 10.2(b). In the event that the Company receives full payment of the Termination Fee pursuant to Section 10.2(b) under circumstances where a Termination Fee was payable, the receipt of the Termination Fee shall be payable concurrently the sole and exclusive monetary remedy for any and all losses or damages suffered or incurred by Southern, its affiliates, or any other person in connection with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii(and the termination hereof), the Merger and the other Transactions (and the abandonment thereof) or Section 9.1(d)(iii), in which case any matter forming the Termination Fee shall be payable within two (2) Business Days after basis for such termination. For purposes of Notwithstanding anything in this Agreement to the references to an “Acquisition Proposal” or an “Acquisition Transaction” contrary, the parties acknowledge and agree that nothing in this Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” 10.2(b) shall be deemed to be references affect their respective rights to “fifty percent (50%)specific performance under Section 11.6 in order to specifically enforce this Agreement. The parties acknowledge and agree that any payment of Termination Fee is not a penalty but is rather liquidated damages in a reasonable amount that is intended to compensate Southern or the Company, as applicable, in the circumstances in which such fees are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions.”

Termination Fee. The (a) In recognition of the efforts, expenses and other opportunities foregone by Buyer while structuring and pursuing the Merger, Company shall pay to Parent Buyer a termination fee equal to $23,040,000 10,000,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing specified by Parent, Buyer in the event that: of any of the following: (i) (A) this Agreement is terminated by Parent or in the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate event Buyer terminates this Agreement pursuant to Section 9.1(b)(i7.01(g), Company shall pay Buyer the Termination Fee within two (2) is then available to ParentBusiness Days after receipt of Buyer’s notification of such termination; or (ii) or by Parent pursuant to Section 9.1(d)(i); (B) following in the execution and delivery event that after the date of this Agreement and prior to such the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Company or has been made directly to its shareholders generally (and not withdrawn) or any Person shall have publicly announced or shall have become publicly disclosed or publicly known; (and not withdrawn) an Acquisition Proposal with respect to Company and (CA) within twelve thereafter this Agreement is terminated by either Buyer or Company pursuant to Section 7.01(c) or Section 7.01(f) (12without the Requisite Company Shareholder Approval having been obtained) or if this Agreement is terminated by Buyer pursuant to Section 7.01(d) or Section 7.01(e), and (B) prior to the date that is six (6) months following after the date of such termination of this Agreementtermination, (x) the Company or a Subsidiary of the Company enters into a definitive any agreement with any third party with respect to consummate, or consummates an Acquisition Transaction or (y) an provided that the Acquisition Transaction is consummated; relates to the same Acquisition Proposal as that referred to above), then Company shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay Buyer the Termination Fee, provided, that for purposes of this Section 7.02(a), all references in which case the definition of Acquisition Transaction to “20%” shall instead refer to “50%”. (b) In recognition of the efforts, expenses and other opportunities foregone by Company while structuring and pursuing the Merger, Buyer shall pay to Company an amount equal to the Termination Fee, by wire transfer of immediately available funds to an account specified by Company in the event of any of the following: (i) in the event Company terminates this Agreement pursuant to Section 7.01(h), Buyer shall pay Company the Termination Fee shall be payable within two (2) Business Days after the earlier receipt of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness Company’s notification of such termination; or or (iiiii) in the event that after the date of this Agreement and prior to the termination of this Agreement, (A) there is terminated by Parent a publicly announced inquiry, offer or proposal from any Person to acquire, via merger, tender offer, exchange offer, asset purchase, stock purchase or any transaction which is similar in form, substance or purpose to any of the foregoing, 20% or more of any class of equity of Buyer or Buyer Bank or 20% or more of the consolidated assets of Buyer or Buyer Bank, and (B) Buyer subsequently terminates this Agreement pursuant to Section 9.1(d)(ii7.01(c) or Section 9.1(d)(iii)due to Buyer’s failure to obtain Requisite Buyer Stockholder Approval, in which case Buyer shall pay Company the Termination Fee shall be payable within two (2) Business Days after notification by Buyer to Company of such termination. For purposes . (c) Company and Buyer each agree that the agreements contained in this Section 7.02 are an integral part of the references transactions contemplated by this Agreement, and that, without these agreements, neither party would enter into this Agreement; accordingly, if a party fails promptly to an “Acquisition Proposal” pay any amounts due under this Section 7.02, such party shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or an “Acquisition Transaction” in Section 9.3(b)(iany successor publication thereto), all references designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of the other party (including reasonable legal fees and expenses) reasonably incurred in connection with payment of amounts due under Section 7.02. (d) Notwithstanding anything to “twenty percent the contrary set forth in this Agreement, the parties agree that if a party pays or causes to be paid to the other party or its Subsidiary bank the Termination Fee in accordance with Section 7.02(a) or Section 7.02(b), as applicable, neither paying party nor its Subsidiary bank (20%)” nor any successor in interest, Affiliate, shareholder, director, officer, employee, agent, consultant or representative of such paying party or its Subsidiary bank) will have any further obligations or liabilities to the definition other party or its subsidiary bank with respect to this Agreement or the transactions contemplated by this Agreement and the payment of “Acquisition Transaction” such amounts shall be deemed to be references to “fifty percent (50%)the receiving party’s sole and exclusive remedy against the other party, its Subsidiary bank, and their respective Affiliates, representatives or successors in interest.”

Termination Fee. The (a) If Purchaser terminates this Agreement pursuant to Section 9.1(c)(ii) or the Company terminates this Agreement pursuant to Section 9.1(d)(ii), Parent shall pay to Parent the Company (or its designee) a termination fee of $23,040,000 4,000,000.00 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that:. (b) If (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate terminates this Agreement pursuant to Section 9.1(b)(i) is then available to Parent9.1(d)(i) or by Parent Purchaser or the Company terminates this Agreement pursuant to Section 9.1(d)(i9.1(b)(iii); (Bii) following the execution and delivery of this Agreement and prior to the date of such termination of this Agreement, (but after the date hereof) an Acquisition Alternative Proposal shall have been is publicly announced or shall have become publicly disclosed or publicly knownis otherwise communicated to Parent’s board of directors; and (Ciii) within twelve (12) months following after the date of such termination termination, Parent or any of this Agreement, (x) the Company or a Subsidiary of the Company enters its Subsidiaries enter into a definitive agreement with any third party with respect to an Acquisition Transaction or otherwise consummates any Alternative Proposal, then Parent shall pay to the Company (yor its designee) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within no later than two (2) Business Days after the earlier execution of such definitive agreement or consummation of such Alternative Proposal, as the events case may be; provided, that solely for purposes of this Section 9.3(b), the term Alternative Proposal shall have the meaning ascribed thereto in clause Section 11.12, except that all references to twenty percent (C)(x20%) or shall be changed to fifty percent (y50%);. (iic) If the Company terminates this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii9.1(d)(i) or Purchaser terminates this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii9.1(c)(i), then the non-terminating party shall pay to the terminating party (or its designee) as reimbursement for any Expenses incurred by or on behalf of the terminating party and any of their respective Affiliates, in which case the Termination Fee shall be payable within an aggregate amount not to exceed $500,000 (“Expense Reimbursement”), no later than two (2) Business Days after the date of such termination. (d) The parties agree and understand that in no event shall Parent be required to pay a Termination Fee pursuant to this Section 9.3 on more than one occasion. For purposes Notwithstanding anything to the contrary in this Agreement, except as set forth in Section 9.2, (i) if the Company (or its designee) receives the Termination Fee and/or Expense Reimbursement from Parent pursuant to this Section 9.3, such payment shall be the sole and exclusive remedy of the references Company against Parent and its Subsidiaries and their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates and Representatives, and none of Parent, any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates or Representatives shall have any further Liability or obligation relating to an “Acquisition Proposal” or an “Acquisition Transaction” in arising out of the Transaction Agreements or the Transactions, (ii) if the Company (or its designee) receives any Expense Reimbursement, and thereafter the Company (or its designee) is entitled to receive the Termination Fee under this Section 9.3(b)(i)9.3, all references to “twenty percent (20%)” in the definition amount of “Acquisition Transaction” such Termination Fee shall be deemed reduced by the aggregate amount of such Expense Reimbursement, and (iii) if Purchaser (or its designee) receives any Expense Reimbursement from the Sellers pursuant to this Section 9.3, such payment shall be references the sole and exclusive remedy of Purchaser against the Sellers and their respective Subsidiaries and their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates and Representatives, and none of the Sellers, any of their respective Subsidiaries or their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates and Representatives shall have any further Liability or obligation relating to “fifty percent (50%)or arising out of the Transaction Agreements or the Transactions. The parties acknowledge that the agreements contained in this Section 9.3 are an integral part of the Transactions, and that, without agreements, the parties would not enter into the Transaction Agreements, and that any amounts payable pursuant to this Section 9.3 do not constitute a penalty.”

Termination Fee. (a) The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) (A) parties agree that if this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B7.1(d), then the Company shall reimburse the Parent for its actual and reasonable out-of-pocket expenses in an amount not to exceed $5,000,000 (five million dollars) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i“Expense Reimbursement”) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after of such termination. For the earlier avoidance of doubt, (i) in no event shall the events in clause Company be required to pay the Expense Reimbursement on more than one (C)(x1) or (y); occasion and (ii) this Agreement is terminated in no event shall the sum of the Expense Reimbursement and Termination Fee payable by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; orexceed $48,270,000. (iiib) The parties agree that if this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii7.1(e) or by the Company pursuant to Section 9.1(d)(iii7.1(f), then the Company shall pay (or cause to be paid) to Parent prior to or concurrently with such termination, in which the case of a termination by the Termination Fee shall be payable Company, or within two (2) Business Days thereafter, in the case of a termination by Parent, a termination fee equal to $48,270,000 (the “Termination Fee”). (c) The parties agree that if this Agreement is terminated pursuant to Section 7.1(b), 7.1(d) or 7.1(g) and, in any such case, (1) after the date hereof and prior to the date of termination of this Agreement, an Acquisition Proposal with respect to the Company is made to the Company or the Company Board, is made public by the Company or any other Person, or otherwise made generally known to the Company’s stockholders, and is not withdrawn and (2) within twelve (12) months after such termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal and such Acquisition Proposal is thereafter consummated (which need not be the same Acquisition Proposal that was made, disclosed or communicated prior to the termination hereof), then the Company shall pay (or cause to be paid) the Termination Fee to Parent, prior to or concurrently with the consummation of such transaction, less the amount of any Expense Reimbursement previously paid pursuant to Section 7.3(a). For purposes of only subclause (2) of this Section 7.3(c), the references to an term “Acquisition Proposal” or an “Acquisition Transaction” shall have the meaning assigned to such term in Section 9.3(b)(i)8.4, all except that the references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%”. (d) The Company acknowledges that the agreement contained in this Section 7.3 is an integral part of this Agreement and that, without this Section 7.3, Merger Sub and Parent would not have entered into this Agreement. Accordingly, if the Company fails to promptly pay any amount due pursuant to this Section 7.3, the Company shall pay to Merger Sub all reasonable fees, costs and expenses of enforcement (including reasonable attorneys’ fees as well as reasonable expenses incurred in connection with any action initiated by Parent and/or Merger Sub), together with interest on the amount of the Termination Fee at the prime lending rate as published in The Wall Street Journal, in effect on the date such payment is made. (e) For the avoidance of doubt, in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. (f) Subject to Parent’s and Merger Sub’s rights set forth in Section 8.14, Parent’s right to receive payment from the Company of the Termination Fee shall be the sole and exclusive remedy of Parent and Merger Sub against the Company, the Company Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates (collectively, “Company Related Parties”) under circumstances requiring the payment thereof pursuant to this Section 7.3 for any loss suffered as a result of the failure of the transactions contemplated by this Agreement, including the Merger, to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, including the Merger (except that the Company shall also be obligated with respect to Section 7.3(d) and except that the applicable Company Related Parties shall remain obligated for, and Parent and its affiliates may be entitled to remedies with respect to the provisions and agreements surviving such termination pursuant to Section 7.2). For the avoidance of doubt, while Parent and Merger Sub may pursue both a grant of specific performance in accordance with Section 8.14 and the payment of the Termination Fee under Section 7.3, under no circumstances shall Parent and Merger Sub be permitted or entitled to receive both a grant of specific performance and the Termination Fee.

Termination Fee. (a) The Company agrees that, if this Agreement shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event thatbe terminated: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A6.1(b) or Section 9.1(b)(i)(B6.1(h) and (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(iA) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and at any time prior to such termination of this Agreement, an Acquisition a bona fide Eligible Alternative Proposal shall have has been publicly announced or shall have become publicly disclosed has otherwise been made or publicly known; and submitted to the Company’s stockholders and, in each case, has not been withdrawn, (CB) concurrently with such termination or within twelve (12) months following after the date of such termination termination, the Company or any of this Agreement, its Subsidiaries (x) the Company consummates any Eligible Alternative Proposal or a Subsidiary of the Company (y) enters into a definitive agreement with respect to any third party Eligible Alternative Proposal and such Eligible Alternative Proposal is subsequently consummated, and (C) such termination was not due to a material breach by Parent or Merger Sub of their respective obligations hereunder, then the Company shall pay Parent (1) an amount equal to $5,500,000 million (the “Termination Fee”) and (2) an amount, not to exceed $2,000,000, equal to the Expenses of Parent, Merger Sub and their respective affiliates (the “Termination Expenses”); (ii) by Parent pursuant to Section 6.1(b) (due to a material breach by the Company) or Section 6.1(e), then (A) the Company shall pay Parent the Termination Expenses and (B) if, concurrently with such termination or within twelve (12) months after the Termination Date the Company or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates, any Eligible Alternative Proposal, then the Company shall also pay Parent the Termination Fee; (iii) by the Company pursuant to an Acquisition Transaction Section 6.1(f), then the Company shall pay Parent the Termination Fee (which shall be payable prior to or concurrently with, and as a condition to the effectiveness of, such termination) and the Termination Expenses; or (yiv) an Acquisition Transaction is consummated; in which case by Parent pursuant to Section 6.1(g), then the Company shall pay Parent the Termination Fee and the Termination Expenses. (b) The Termination Fee shall be payable paid to Parent or its designee by the Company in immediately available funds (i) prior to or concurrently with, and as a condition to the effectiveness of a termination of, this Agreement by the Company pursuant to Section 6.1(f) and (ii) otherwise, within two (2) Business Days after the earlier date of the events in clause (C)(x) event giving rise to the obligation to make such payment. The Termination Expenses shall be paid to Parent or (y); (ii) this Agreement is terminated its designee by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable immediately available funds within two (2) Business Days after receipt by the Company of reasonable documentation with respect to such terminationTermination Expenses. (c) Parent and Merger Sub agree that, if this Agreement shall be terminated pursuant to Section 6.1(b) (due to a material breach by Parent or Merger Sub) or Section 6.1(d), then Parent shall pay to the Company a fee of $10,000,000 (the “Parent Termination Fee”) in cash, payable in immediately available funds upon termination of this Agreement, and in such case, neither Parent nor Merger Sub shall have any further liability with respect to this Agreement or the transactions contemplated hereby; it being understood that in no event shall Parent or Merger Sub be required to pay the Parent Termination Fee on more than one occasion. For purposes On or prior to the date hereof, Parent shall deliver to the Company one or more letters of credit, in form reasonably satisfactory to the Company, from one or more financial institutions selected by Parent and reasonably acceptable to the Company, which letters of credit shall have an aggregate face amount sufficient to satisfy and secure Parent’s and Merger Sub’s obligation to pay the Parent Termination Fee under this Section 6.3(c). In the event the conditions to the termination of such letters of credit set forth therein are satisfied, the Company shall promptly execute and deliver to each of the references to an “Acquisition Proposal” financial institutions that issued such letters of credit a written certificate or an “Acquisition Transaction” in Section 9.3(b)(i)statement, all references to “twenty percent (20%)” in the definition form attached to such letters of “Acquisition Transaction” shall credit or otherwise required by such financial institutions, certifying on behalf of the Company that the conditions to the termination of such letters of credit have been satisfied and that such letters of credit should as a result be deemed to be references to “fifty percent (50%)terminated.”

Termination Fee. (a) The Company agrees that, if this Agreement shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event thatbe terminated: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A6.1(b) or Section 9.1(b)(i)(B6.1(h) and (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(iA) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and at any time prior to such termination of this Agreement, an Acquisition a bona fide Eligible Alternative Proposal shall have has been publicly announced or shall have become publicly disclosed has otherwise been made or publicly known; and submitted to the Company's stockholders and, in each case, has not been withdrawn, (CB) concurrently with such termination or within twelve (12) months following after the date of such termination termination, the Company or any of this Agreement, its Subsidiaries (x) the Company consummates any Eligible Alternative Proposal or a Subsidiary of the Company (y) enters into a definitive agreement with respect to any third party Eligible Alternative Proposal and such Eligible Alternative Proposal is subsequently consummated, and (C) such termination was not due to a material breach by Parent or Merger Sub of their respective obligations hereunder, then the Company shall pay Parent (1) an amount equal to $5,500,000 (the "Termination Fee") and (2) an amount, not to exceed $2,000,000, equal to the Expenses of Parent, Merger Sub and their respective affiliates (the "Termination Expenses"); (ii) by Parent pursuant to Section 6.1(b) (due to a material breach by the Company) or Section 6.1(e), then (A) the Company shall pay Parent the Termination Expenses and (B) if, concurrently with such termination or within twelve (12) months after the Termination Date the Company or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates, any Eligible Alternative Proposal, then the Company shall also pay Parent the Termination Fee; (iii) by the Company pursuant to an Acquisition Transaction Section 6.1(f), then the Company shall pay Parent the Termination Fee (which shall be payable prior to or concurrently with, and as a condition to the effectiveness of, such termination) and the Termination Expenses; or (yiv) an Acquisition Transaction is consummated; in which case by Parent pursuant to Section 6.1(g), then the Company shall pay Parent the Termination Fee and the Termination Expenses. (b) The Termination Fee shall be payable paid to Parent or its designee by the Company in immediately available funds (i) prior to or concurrently with, and as a condition to the effectiveness of a termination of, this Agreement by the Company pursuant to Section 6.1(f) and (ii) otherwise, within two (2) Business Days after the earlier date of the events in clause (C)(x) event giving rise to the obligation to make such payment. The Termination Expenses shall be paid to Parent or (y); (ii) this Agreement is terminated its designee by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable immediately available funds within two (2) Business Days after receipt by the Company of reasonable documentation with respect to such terminationTermination Expenses. (c) Parent and Merger Sub agree that, if this Agreement shall be terminated pursuant to Section 6.1(b) (due to a material breach by Parent or Merger Sub) or Section 6.1(d), then Parent shall pay to the Company a fee of $10,000,000 (the "Parent Termination Fee") in cash, payable in immediately available funds upon termination of this Agreement, and in such case, neither Parent nor Merger Sub shall have any further liability with respect to this Agreement or the transactions contemplated hereby; it being understood that in no event shall Parent or Merger Sub be required to pay the Parent Termination Fee on more than one occasion. For purposes On or prior to the date hereof, Parent shall deliver to the Company one or more letters of credit, in form reasonably satisfactory to the Company, from one or more financial institutions selected by Parent and reasonably acceptable to the Company, which letters of credit shall have an aggregate face amount sufficient to satisfy and secure Parent's and Merger Sub's obligation to pay the Parent Termination Fee under this Section 6.3(c). In the event the conditions to the termination of such letters of credit set forth therein are satisfied, the Company shall promptly execute and deliver to each of the references to an “Acquisition Proposal” financial institutions that issued such letters of credit a written certificate or an “Acquisition Transaction” in Section 9.3(b)(i)statement, all references to “twenty percent (20%)” in the definition form attached to such letters of “Acquisition Transaction” shall credit or otherwise required by such financial institutions, certifying on behalf of the Company that the conditions to the termination of such letters of credit have been satisfied and that such letters of credit should as a result be deemed to be references to “fifty percent (50%)terminated.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”)a) If, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentbut only if, in the event thatthis Agreement is terminated: (i) (A) this Agreement is terminated by Parent or either the Company or Parent pursuant to Section 9.1(b)(i)(A\t \* MERGEFORMAT 8.1(b)(i) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent8.1(b)(iii) or by Parent pursuant to Section 9.1(d)(i8.1(d)(i); , and in any such case the Company (Bx) following receives or has received a Company Acquisition Proposal after the execution and delivery date of this Agreement and but prior to such the termination of this Agreement, an Acquisition Proposal shall have which proposal has been publicly announced or shall have become publicly disclosed or publicly known; announced, and (Cy) within twelve eleven (1211) months following such of the termination of this Agreement, (x) the Company consummates a transaction regarding, or a Subsidiary of the Company enters into executes a definitive agreement with any third party which is later consummated with respect to, a Company Acquisition Proposal, then the Company shall pay, or cause to be paid, to Parent a fee equal to $21,000,000 (the “Termination Fee”) plus the Expense Amount, by wire transfer of same day funds to an account designated by Parent, not later than the consummation of such transaction arising from such Company Acquisition Transaction or (y) an Acquisition Transaction is consummatedProposal; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier provided, however, that for purposes of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii\t \* MERGEFORMAT 8.3(a)(i), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty fifteen percent (2015%)” in the definition of “Company Acquisition Transaction” Proposal shall be deemed to be references to “fifty percent (50%)”; or (ii) by the Company pursuant to Section 8.1(c)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent as a condition to the effectiveness of such termination; provided, however, that in the event of a termination by the Company pursuant to Section 8.1(c)(ii) in order to enter into an Alternative Acquisition Agreement with respect to an Unmatched Superior Proposal during the Relevant Period, the amount of the Termination Fee payable to Parent pursuant to this Section 8.3(a)(ii) shall be $11,000,000; or (iii) by Parent pursuant to Section 8.1(d)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination; provided, however, that if such termination by Parent relates to an Unmatched Superior Proposal, the amount of the Termination Fee payable to Parent pursuant to this Section 8.3(a)(iii) shall be $11,000,000. (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the party entitled to payment; (ii) the Company’s right to terminate this Agreement in accordance with Section 8.1(c)(ii) during the Relevant Period and pay the Termination Fee set forth in the proviso to Section 8.3(a)(ii) shall not be prejudiced by Parent’s failure to timely provide wire transfer instructions for payment of such Termination Fee or the Expense Amount prior to the expiration of the Relevant Period; and (iii) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Payment is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Parent in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a final and non-appealable judgment against the Company for the payment of any amount set forth in this Section 8.3, the Company shall pay Parent its Expenses in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. (d) If the Company is required to pay to Parent the Termination Payment, such Termination Payment shall be paid into escrow on the date such payment is required to be paid by the Company pursuant to this Agreement by wire transfer of immediately available funds to an escrow account designated in accordance with this Section 8.3(d). In the event that the Company is obligated to pay Parent the Termination Payment, the amount payable to Parent in any tax year of Parent shall not exceed the lesser of (i) the Termination Payment of the Parent and (ii) the sum of (A) the maximum amount that can be paid to Parent without causing Parent to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”) and Parent has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in each case, as determined by Parent’s independent accountants, plus (B) in the event Parent receives either (x) a letter from Parent’s counsel indicating that Parent has received a ruling from the IRS as described below in this Section 8.3(d) or (y) an opinion from Parent’s outside counsel as described below in this Section 8.3(d), an amount equal to the excess of the Termination Payment less the amount payable under clause (A) above. (i) To secure the Company’s obligation to pay these amounts, the Company shall deposit into escrow an amount in cash equal to the Termination Payment with an escrow agent selected by the Company on such terms (subject to this Section 8.3(d)) as shall be mutually agreed upon by the Company, Parent and the escrow agent. The payment or deposit into escrow of the Termination Payment pursuant to this Section 8.3(d) shall be made at the time the Company is obligated to pay such amount to Parent pursuant to Section 8.3 by wire transfer. The escrow agreement shall provide that the Termination Payment in escrow or any portion thereof shall not be released to Parent unless the escrow agent receives any one or combination of the following: (i) a letter from the Company’s independent accountants indicating the maximum amount that can be paid by the escrow agent to Parent without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income and Parent has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in which case the escrow agent shall release such amount to Parent, or (ii) a letter from Parent’s counsel indicating that (A) Parent received a ruling from the IRS holding that the receipt by Parent of the Termination Payment would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code or (B) Parent’s outside counsel has rendered a legal opinion to the effect that the receipt by Parent of the Termination Payment should either constitute Qualifying Income or should be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in which case the escrow agent shall release the remainder of the Termination Payment to Parent. The Company agrees to amend this Section 8.3(d) at the reasonable request of Parent in order to (i) maximize the portion of the Termination Payment that may be distributed from escrow to Parent hereunder without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (ii) improve Parent’s chances of securing a favorable ruling described in this Section 8.3(d) or (iii) assist Parent in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.3(d). Any amount of the Termination Payment that remains unpaid as of the end of a taxable year shall be paid as soon as possible during the following taxable year, subject to the foregoing limitations of this Section 8.3(d), provided that the obligation of the Company to pay the unpaid portion of the Termination Payment shall terminate on the December 31 following the date which is five (5) years from the date of this Agreement.

Termination Fee. The (a) Notwithstanding Section 8.3 above, in the event that there is a valid and effective termination of this Agreement by Purchaser pursuant to Section 8.1(e) (but only in the case of termination for any uncured willful breaches by the Company of any of its representations, warranties, covenants or obligations under this Agreement or Fraud Claims against the Company), Section 8.1(i) or Section 8.1(j) then the Company shall pay to Parent Purchaser a termination fee equal to One Million U.S. Dollars ($23,040,000 1,000,000) (the “Company Termination Fee”). The Company Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing by Purchaser within five (5) Business Days after such termination. (b) Notwithstanding Section 8.3 above, but subject to Section 9.1, in the event that there is a valid and effective termination of this Agreement by the Company pursuant to Section 8.1(d) (but only in the case of termination for any uncured willful breaches by the Purchaser of any of its representations, warranties, covenants or obligations under this Agreement or Fraud Claims against the Purchaser), then Purchaser shall pay to the Company a termination fee in cash equal to up to Two Hundred Fifty Thousand U.S. Dollars ($250,000) in Expenses actually incurred by or on behalf of the Company or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the Merger or the other transactions contemplated hereby or thereby, including any related SEC filings, the Registration Statement, and any PIPE Investment or Company Equity Financing (such aggregate amount, the “Purchaser Termination Fee”, and each of the Company Termination Fee and the Purchaser Termination Fee, a “Termination Fee”). Notwithstanding the foregoing, the Purchaser Termination Fee shall only be payable by Purchaser upon the earlier of Purchaser’s completion of a Business Combination with another Person thereafter or the dissolution and liquidation of Purchaser (in each case, solely to the extent of funds outside of the Trust Account after payment of the amounts owed to Public Shareholders with respect to their Purchaser Common Stock either in connection with such dissolution and liquidation or pursuant to redemptions in connection with such Business Combination, and without recourse against the Public Shareholders) or, if later, five (5) Business Days after the Company shall have delivered to Purchaser the amount of such Expenses, along with reasonable documentation in connection therewith, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentthe Company. (c) Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Termination Fee is payable, the payment of the Termination Fee shall, in light of the event that: (i) (A) difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the terminating Party or its Affiliates would otherwise be entitled to assert against the other Party or any of its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement is terminated by Parent and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the terminating Party or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (its Affiliates, provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal foregoing shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, not limit (x) the Company other Party or a Subsidiary its Affiliates from Liability for any Fraud Claim relating to events occurring prior to termination of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction this Agreement or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier rights of Purchaser of the events Company, as applicable, to seek specific performance or other injunctive relief in clause (C)(x) or (y); (ii) lieu of terminating this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Agreement.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in In the event that: (a) (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following a Competing Proposal made after the execution and delivery of this Agreement is publicly disclosed (and prior to such the termination of this Agreement, an Acquisition Proposal shall have been ) and is not publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) withdrawn at the Company or a Subsidiary time of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); Stockholders' Meeting, (ii) this Agreement is terminated by the Company Seller pursuant to Section 9.1(c)(ii10.1(b) (but only if at such time the Purchasing Parties would not be prohibited from terminating this Agreement by application of Section 10.1(b)(ii), in which case ) or by the Termination Fee shall be payable concurrently with Purchasing Parties or the Seller pursuant to Section 10.1(d) and as a condition to the effectiveness of (iii) within one year after such termination; or, any definitive agreement providing for a Qualifying Transaction shall have been entered into (and thereafter consummated) with the Person or any Affiliate thereof who made the Competing Proposal that was existing at the time of the Stockholders' Meeting; (iiib) this Agreement is terminated by Parent the Purchasing Parties pursuant to Section 9.1(d)(ii10.1(g); or (c) this Agreement is terminated by the Seller pursuant to Section 10.1(h); then the Seller shall pay to Defiante a fee of $15,000,000 in cash (the "Seller Termination Fee"), such payment to be made in the case of (x) Section 10.2(a), upon consummation of such Qualifying Transaction, or (y) Section 10.2(b) or Section 9.1(d)(iii10.2(c), in which case the Termination Fee shall be payable within two (2) Business Days after the termination of this Agreement, it being understood that in no event shall the Seller be required to pay the Seller Termination Fee on more than one occasion. After such terminationpayment is made, the Seller shall have no further liability to the Purchasing Parties with respect to this Agreement or the Transactions. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” Any such payment shall be deemed reduced by any amount required to be references to “fifty percent (50%)deducted or withheld therefrom under applicable Tax Law.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: that this Agreement shall be terminated (i) by PurchasePro pursuant to Sections 9.2(c) or 9.2(e), above, or (Aii) this Agreement is terminated by Parent the --------------- ------ Stockholder or the Company in any manner other than pursuant to Section 9.1(b)(i)(ASections 9.2(a), --------------- 9.2(b) or Section 9.1(b)(i)(B) (provided9.2(d)(i), that with respect to such termination by the Companyand, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreementin either case, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or the Stockholder accepts ------ --------- an offer for a Subsidiary Proposed Acquisition Transaction or enters into any agreement granting a third party an exclusive right to any assets of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness years of such termination; or, then, in any such event, in addition to repayment of the $1,500,000 paid to the Stockholder under Section 2.2(a) and the -------------- $3,500,000 paid to the Company under Section 2.2(d), respectively, and any other -------------- remedies PurchasePro may have, the Stockholder and the Company shall pay to PurchasePro the sum of Five Million Dollars ($5,000,000) in cash, which shall be due and payable in full upon request by PurchasePro. All payments pursuant to this Section 9.3(a) shall ------------- be made by wire transfer of same-day funds to an account specified by PurchasePro. (iiib) Each party acknowledges that the agreements contained in Sections -------- 9.2(b) and 9.3 hereof are an integral part of the transactions contemplated by ----- --- this Agreement is terminated by Parent Agreement, and that, without these agreements, the other party would not enter into this Agreement; accordingly, if a party fails promptly to pay the amount due pursuant to this Section 9.1(d)(ii) or Section 9.1(d)(iii)9.3 and, in order to obtain such payment, ----------- PurchasePro commences a suit which case results in a judgement or settlement for the Termination Fee fee set forth in this Section 9.3, the liable party shall be payable within two pay to PurchasePro its ----------- costs and expenses (2including attorneys' fees and expenses) Business Days after in connection with such termination. For purposes suit, together with interest on the amount of the references to an “Acquisition Proposal” or an “Acquisition Transaction” fee at the prime rate of Citibank, N.A. in Section 9.3(b)(i), all references to “twenty percent (20%)” in effect on the definition of “Acquisition Transaction” shall be deemed date such payment was required to be references to “fifty percent (50%)made.”

Termination Fee. The (a) In the event that this Agreement is terminated (1) by the Company pursuant to Section 9.1(c)(ii), then the Company shall pay to Parent $23,040,000 (Buyer the “Company Termination Fee”Fee in accordance with Section 9.2(e), at or prior to the time of termination, or (2) by wire transfer the Buyer pursuant to Section 9.1(d)(ii) or (iii), then, no later than the next Business Day following the date of immediately available funds such termination, the Company shall pay to an account or accounts designated Buyer the Company Termination Fee in writing by Parent, in accordance with Section 9.2(e). (b) In the event that: that (i) (A1) this Agreement is terminated by Parent Buyer, on the one hand, or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, on the right to terminate this Agreement other hand, pursuant to Section 9.1(b)(i) is then available to Parentor Section 9.1(b)(iii) or by Parent Buyer pursuant to Section 9.1(d)(i), (iv) or (v); and (B2) following at any time after the execution and delivery date of this Agreement and prior to such the termination of this Agreementa bona fide, an written Company Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly made known; and (C3) within twelve (12) 12 months following after such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a any definitive agreement with respect to, or consummates, any third party with respect Company Acquisition Proposal, then, on the date of such execution or consummation, the Company shall pay to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case Buyer the Company Termination Fee shall be payable within two (2in accordance with Section 9.2(e). For the purpose of this Section 9.2(b) Business Days after , all references in the earlier definition of the events in clause (C)(x) term Company Acquisition Proposal to "15% or (y);more" will be deemed to be references to "more than 50%". (iic) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(c)(iii) then, no later than the next Business Day following the date of such termination, Buyer shall pay to the Company the Buyer Termination Fee in accordance with Section 9.2(e). (d) In the event that (1) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), in which case 9.1(c)(i) or by either the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent Company or Buyer pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii9.1(b)(iv), in which case the Termination Fee shall be payable within two (2) Business Days at any time after the date of this Agreement and prior to the termination a bona fide, written proposal or offer to effect a Buyer Sale shall have been publicly announced or publicly made known by any Person or "group" (as defined in Section 13(d) of the Exchange Act), other than the Company and (3) and within 12 months after such termination. For purposes termination Buyer enters into any definitive agreement with respect to, or consummates, any Buyer Sale, then, on the date of such execution or consummation, Buyer shall pay to the Company the Buyer Termination Fee in accordance with Section 9.2(e). (e) Any amount that becomes payable pursuant to Section 9.2(a), 9.2(b), 9.2(c) or 9.2(d) shall be paid by wire transfer of immediately available funds to an account designated by the party entitled to receive such payment. (f) Each of the references Company, Buyer and Merger Sub acknowledges that the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement, that without these agreements the Company, Buyer and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to an “Acquisition Proposal” or an “Acquisition Transaction” in this Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)9.2 do not constitute a penalty.”

Termination Fee. The Company shall pay to Parent $23,040,000 (a) If the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) Term is terminated (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A4.1, 4.2 or 4.3 of this Agreement,(B) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement Lender other than pursuant to Section 9.1(b)(i4.5(a) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii4.4 of this Agreement in connection with or following termination of the Employment Term under the circumstances described in clauses (A) or (B) or Section 4.6(a) of the Employment Agreement, the Lender shall be entitled to receive its Producer Fee at the rate provided in Section 3 hereof to the date on which such termination shall take effect. (b) Except as provided in Section 4.6(c) of this Agreement, if the Term is terminated (A) by the Lender pursuant to clauses (i) or (ii) of Section 4.5(a) of this Agreement, (B) by the Company other than pursuant to Section 4.1, 4.2, 4.3 or 4.4 of this Agreement, (C) by the Lender pursuant to Section 4.5(c) of this Agreement in connection with or following termination of the Employment Term under the circumstances described in clause (A) or (B) of Section 4.6(b) of the Employment Agreement, or (D) if the Employment Term expires as a result of the Company giving a Notice of Nonrenewal under the Employment Agreement, the Company shall continue thereafter to pay the Producer Fee to the Lender until the second anniversary of the date of termination. The Lender shall have no duty or obligation to mitigate the amounts or benefits required to be provided pursuant to this Section 4.6(b), in nor shall any such amounts or benefits be reduced or offset by any other amounts to which case Lender may become entitled; provided, that if the Termination Producer becomes employed by a new employer or self-employed prior to the earlier of the Expiration Date or twelve (12) months after the date of termination, up to one-half of the Producer Fee payable to the Lender pursuant to this Section 4.6(b) shall be payable concurrently reduced by an amount equal to the amount earned from such employment with respect to that period (and as the Lender shall be required to return to the Company, without interest, any amount by which such payments pursuant to Section this 4.6(b) exceed the Producer Fee to which the Executive is entitled after giving effect to that reduction). As a condition to the effectiveness Lender receiving the payments under Section 4.6(b), the Lender agrees to cause the Producer to permit verification of such termination; orhis employment records and Federal income tax returns by an independent attorney or accountant, selected by the Company but reasonably acceptable to the Lender, who agrees to preserve the confidentiality of the information disclosed by the Producer except to the extent required to permit the Company to verify the amount received by the Producer from other active employment. (iiic) this Agreement If the Term is terminated upon or following the occurrence of a Third Party Change in Control (as defined in Section 4.5(d)) or in contemplation of a Third Party Change in Control, and such termination is by Parent the Lender pursuant to Section 9.1(d)(ii4.5(a) of this Agreement, by the Company other than pursuant to Section 4.1, 4.2, 4.3 or 4.4 of this Agreement, by the Lender pursuant to Section 4.5(c) of this Agreement in connection with or following termination of the Employment Term under the circumstances described in clause (A) or (B) of Section 9.1(d)(iii)4.6(b) of the Employment Agreement, in which case or occurs as a result of the Termination Fee Company giving a Notice of Nonrenewal under the Employment Agreement, the Company shall be payable within thereafter pay to the Producer an amount equal to two (2) Business Days after such termination. times the then current Producer Fee. (d) For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” this Agreement, a Third Party Change in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” Control shall be deemed to be references to “have occurred if (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than an Excluded Person or Excluded Group (as defined below) (hereinafter, a "Third Party"), is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company, (ii) the Company is a party to any merger, consolidation or similar transaction as a result of which the shareholders of the Company immediately prior to such transaction beneficially own securities of the surviving entity representing less than fifty percent (50%) of the combined voting power of the surviving entity's outstanding securities entitled to vote in the election of directors of the surviving entity or (iii) all or substantially all of the assets of the Company are acquired by a Third Party. "Excluded Group" means a "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that (i) includes one or more Excluded Persons; provided, that the voting power of the voting stock of the Company "beneficially owned" (as such term is used in Rule 13d-3 promulgated under the Exchange Act) by such Excluded Persons (without attribution to such Excluded Persons of the ownership by other members of the "group") represents a majority of the voting power of the voting stock "beneficially owned" (as such term is used in Rule 13d-3 promulgated under the Exchange Act) by such group or (ii) exists solely by virtue of the fact that the members of such group are parties to the Stockholders' Agreement, dated as of October 1, 1998, by and among the Company, Isaac Perlmutter, Avi Arad, Mark Dickstein, The Chase Manhattan ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇nle▇ & ▇▇. I▇▇▇▇▇▇▇▇▇▇▇, Whippoo▇▇▇▇▇ Associates Inc▇▇▇▇▇▇t▇▇ ▇▇▇ various other stockholders of the Company, as that agreement may be amended from time to time (the "Stockholders Agreement"). "Excluded Person" means (i) while the Stockholders Agreement is in effect in substantially its current form, any person or entity who or which is a party to the Stockholders Agreement as of the Effective Date and any affiliate of such a party to the Stockholders Agreement who becomes a party to the Stockholders Agreement, and (ii) Isaac Perlmutter and Avi Arad or any of their affiliates.”

Termination Fee. The In the event this Agreement is terminated (a) by the Company or Acquirer pursuant to Section 7.1(b) following the Extended Termination Date if, on the date of such termination (i) a Specified Circumstance exists, (ii) each of the conditions set forth in Sections 6.1(a), 6.1(b) (other than with respect to the Specified Circumstance), 6.3(a), 6.3(b), 6.3(e), 6.3(f), 6.3(g), 6.3(h), or 6.3(i) is satisfied or has been validly waived (other than the conditions that, by their terms, are intended to be satisfied at the Closing, which conditions, as of the date of such termination, only need to be capable of being satisfied at the Closing), and (iii) the Company has delivered to Acquirer written notice in which the Company has irrevocably waived the conditions to closing contained in each of Sections 6.1(b) and 6.1(c) and certified that it is ready and willing to close the First Merger (it being understood that if Acquirer wishes to terminate this Agreement in accordance with this Section 7.1(b), Acquirer shall notify the Company and provide the Company with a reasonable amount of time to deliver such certification prior to the termination by Acquirer); or (b) pursuant to Section 7.1(c) based on an Order arising as a result of a challenge by a Governmental Entity under any Antitrust Law in any Specified Jurisdiction, then Acquirer shall, within two Business Days after the date of such termination (such date, the “Termination Fee Due Date”), (i) pay or cause to be paid to the Company $1,000,000,000 in cash by wire transfer of same day funds (“Cash Termination Fee”) and (ii) in Acquirer’s sole discretion, either (A) pay or cause to be paid to the Company another $1,000,000,000 in cash by wire transfer of same day funds or (B) cause a number of shares of Parent Common Stock equal to $23,040,000 1,000,000,000 divided by the Parent Stock Price for Termination to be issued to the Company (“Stock Termination Fee” and collectively, the “Termination Fee”); provided, by wire transfer of immediately available funds to an account or accounts designated in writing by Parenthowever, that in the event that: (iof a termination by Acquirer under Section 7.1(b) (Aafter the Extended Termination Date, Acquirer shall not be obligated to pay the Termination Fee under this Section 7.3 if the Company’s failure to perform any covenant or agreement in Section 5.4(a), Section 5.4(b) or Section 5.4(d) was the principal cause of, or directly resulted in, the failure of the Closing to occur on or before the Extended Termination Date. In the event that Acquirer is required to pay the Termination Fee and the Stock Termination Fee consists of shares of Parent Common Stock, Acquirer shall file an immediately effective registration statement under the Securities Act of 1933 for the Company’s resale of the shares of Parent Common Stock required to be delivered as part of the Termination Fee according to the terms and subject to the conditions set forth on Schedule 7.3. Notwithstanding any other provision of this Agreement is terminated by Parent to the contrary, the Company’s sole and exclusive remedy if either Acquirer or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate terminates this Agreement pursuant to Section 9.1(b)(i7.1(b) is then available to Parent) after the Extended Termination Date or by Parent Section 7.1(c), shall be receipt of the Termination Fee in accordance with the 58 terms hereof, and upon Acquirer’s or the Company’s termination of this Agreement pursuant to Section 9.1(d)(i); (B7.1(b) following after the execution Extended Termination Date or Section 7.1(c) and delivery receipt of the Termination Fee, the Company shall be precluded from any other remedy against Parent, Acquirer and their respective Affiliates at law or in equity or otherwise. Parent and the Company acknowledge that the agreements contained in this Section 7.3 are an integral part of the Agreement and prior to such termination of this Agreementthe Transactions and that, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreementwithout these agreements, neither (x) any of Parent, Acquirer or Merger Sub, on the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or one hand, nor (y) an Acquisition Transaction is consummated; in which case the Company, on the other hand, would enter into this Agreement. In the event that Parent shall fail to pay the Termination Fee required pursuant to this Section 7.3 when due, such Termination Fee, as the case may be, shall be payable within two accrue interest (2based on the aggregate value thereof) Business Days after for the earlier period commencing on the date such Termination Fee became past due, at the rate of interest per annum equal to the “Prime Rate” as set forth on the date such payment became past due in The Wall Street Journal “Money Rates” column. In addition, if Acquirer shall fail to pay such Termination Fee when due, Acquirer shall also pay to the Company, as applicable, all of the events Company’s costs and expenses (including attorneys’ fees) incurred by such other party in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant connection with efforts to Section 9.1(c)(ii), in which case the collect such Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Fee.”

Termination Fee. The Company shall pay Notwithstanding any provision in this Agreement to Parent $23,040,000 (the “Termination Fee”)contrary, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that: if (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such the termination of this Agreement, an Acquisition any Company Alternative Proposal shall have been is commenced, publicly announced proposed or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreementprior to, (x) and, in each case, not withdrawn at the time of, the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); Meeting, (ii) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii7.1(b) (but only if at such time Parent would not be prohibited from terminating this Agreement by application of Section 7.1(b)(ii), in which case ) or by Parent or the Termination Fee shall be payable concurrently with Company pursuant to Section 7.1(d) and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(iiconcurrently with or within (A) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two nine (29) Business Days months after such termination, any agreement relating to a Qualifying Transaction (as defined below) shall have been entered into with the person who made the Company Alternative Proposal that was existing at the time of the Company Meeting, or any affiliate or associate thereof (each, a “Qualifying Person”), or (B) six (6) months after such termination, any agreement relating to a Qualifying Transaction shall have been entered into with any person other than a Qualifying Person or Parent, any of its Subsidiaries or any of their affiliates or associates, then, in either case, the Company shall pay to Parent a fee of $120 million in cash and the Company shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Parent or its shareholders (provided that nothing herein shall release any party from liability for intentional breach or fraud), such payment to be made upon entering into an agreement relating to such Qualifying Transaction, it being understood that in no event shall the Company be required to pay the fee referred to in this Section 7.2 on more than one occasion. For purposes of the references to an this Agreement, “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Qualifying Transaction” shall be deemed to be references to mean any (i) acquisition of the Company by merger or business combination transaction, or for a “fifty merger of equals” with the Company; (ii) acquisition by any person (other than Parent, any of its Subsidiaries or their affiliates or associates) of forty percent (5040%)) or more of the assets of the Company and its Subsidiaries, taken as a whole; or (iii) acquisition by any person of forty percent (40%) or more of the outstanding shares of Company Common Stock.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event thata) If this Agreement is terminated: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided6.1(b), then FCE shall pay to the Company a cash termination fee of $900,000 at the time of such termination, it being agreed between the parties that with respect to such termination by amount is an estimate of the reasonable out of pocket expenses of the Company, incurred in connection with the right to terminate this Agreement transactions contemplated herein; (ii) by either party pursuant to Section 9.1(b)(i6.1(e)(ii), then FCE shall pay to the Company a cash termination fee of $900,000 at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of the Company, incurred in connection with the transactions contemplated herein; or (iii) is then available to Parent) or by Parent the Company pursuant to Section 9.1(d)(i6.1(l), then FCE shall pay to the Company a cash termination fee of $900,000 at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of the Company, incurred in connection with the transactions contemplated herein; provided, however, that under no circumstances shall FCE be obligated to pay nor shall the Company be entitled to collect any termination fee pursuant to Section 6.5(a)(i) if the Company has received or will receive a termination fee pursuant to this Section 6.5(a)(iii). (Bb) If this Agreement is terminated: (i) by FCE pursuant to Section 6.1(c) then the Company shall pay to FCE a cash termination fee of $900,000 at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of FCE, incurred in connection with the transactions contemplated herein; (ii) by either party pursuant to Section 6.1(e)(i), then the Company shall pay to FCE a cash termination fee of $900,000at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of FCE, incurred in connection with the transactions contemplated herein; (iii) by FCE pursuant to Section 6.1(k), then the Company shall pay to FCE a cash termination fee of $900,000 at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of FCE, incurred in connection with the transactions contemplated herein; or (iv) by FCE pursuant to Section 6.1(m), then the Company shall pay to FCE a cash termination fee of $900,000 at the time of such termination, it being agreed between the parties that such amount is an estimate of the reasonable out of pocket expenses of FCE, incurred in connection with the transactions contemplated herein; provided, however, that under no circumstances shall the Company be obligated to pay nor shall FCE be entitled to collect any termination fee pursuant to Section 6.5(b)(i) if FCE has received or will receive a termination fee pursuant to this Section 6.5(b)(iv). (c) If a bona fide Acquisition Proposal is publicly announced or is proposed, offered or made to the shareholders of the Company or to the Company and (x) such Acquisition Proposal has not expired or been withdrawn at the time of the Company Shareholders Meeting, (y) the securityholders of the Company do not approve the Arrangement (and the other matters to be approved at such meeting as provided in Section 7.1(a) hereof), and (z) within 12 months following the execution and delivery of this Agreement and prior to such termination of this Agreement, the Company enters into, directly or indirectly, an agreement, commitment or understanding with respect to such Acquisition Proposal, an amended version thereof, a competing Acquisition Proposal or an Acquisition Proposal solicited in response to the foregoing, or any such Acquisition Proposal is consummated, then the Company shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such pay to FCE a cash termination fee of this Agreement$2 million, payable immediately upon satisfaction of the requirements contained in paragraphs (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or ), (y) an Acquisition Transaction is consummated; in which case and (z) of this Section 6.5(c). If the Termination Fee shall be payable within two (2) Business Days after Company pays a cash termination fee to FCE pursuant to this Section 6.5(c), then the earlier of the events in clause (C)(x) or (yCompany may set-off such amounts previously paid to FCE pursuant to Section 6.5(b);. (iid) If this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii6.1(h), in which case the Termination Fee then FCE shall be payable concurrently with and as a condition pay to the effectiveness Company upon such termination a cash termination fee of$2 millionat the time of such termination; or. (iiie) If this Agreement is terminated by Parent FCE pursuant to Section 9.1(d)(ii6.1(g) or by the Company pursuant to Section 9.1(d)(iii6.1(i), in which case then the Termination Fee Company shall be payable within two (2) Business Days after pay to FCE upon such termination a cash termination fee of $2 million at the time of such termination. For purposes . (f) FCE and the Company each agree that the agreements contained in Sections 6.5(a) through 6.5(e) are an integral part of the references transactions contemplated by this Agreement. If either party fails to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(ipromptly pay the other party any fee due under such Sections 6.5(a) through 6.5(e), all references it shall pay the other party's costs and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to “twenty percent (20%)” in collect payment, together with interest on the definition amount of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)any unpaid fee at the publicly announced prime rate of Canadian Imperial Bank of Commerce from the date such fee was first due.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: that (i) (A) this Agreement is terminated by Parent or the Company KT pursuant to Section 9.1(b)(i)(A) 7.1(d), or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company KT pursuant to Section 9.1(c)(ii7.1(f) as a result of any wilful and material breach by AH or any of its Subsidiaries or any Member of any representation, warranty, covenant or agreement set forth in this Agreement, then AH and the Members, jointly and severally, shall be obligated to promptly pay to KT a fee equal to $10.0 million; provided, that if within twelve (12) months after the date this Agreement is terminated under circumstances described in clause (i) or (ii) above, AH, any of its Subsidiaries, any of the Members or any of their respective affiliates enters into any letter of intent, agreement in principle, acquisition agreement or other agreement related to any Takeover Proposal or a Takeover Proposal is consummated with any third party, then AH and the Members, jointly and severally, shall be obligated to pay to KT an additional fee equal to $40.0 million (either such fee, the "Termination Fee"), in each case payable by wire transfer of same day funds. AH and the Members expressly acknowledge that the agreements contained in this Section 7.3(a) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, KT would not enter into this Agreement; accordingly, if AH and the Members fail promptly to pay the Termination Fee, and, in order to obtain such payment, KT commences a suit which case results in a judgment against AH and/or the Members for the Termination Fee, AH and the Members expressly shall be obligated, jointly and severally, to pay to KT its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amount of the Termination Fee shall at the prime rate of Citibank N.A. in effect on the date such payment was required to be payable concurrently with and as a condition to the effectiveness of such termination; ormade. (iiib) In the event that this Agreement is terminated by Parent AH pursuant to Section 9.1(d)(ii7.1(e) as a result of any wilful and material breach by KT or Section 9.1(d)(iiiany of its Subsidiaries of any representation, warranty, covenant or agreement set forth in this Agreement, then KT shall be obligated to promptly pay to AH a fee equal to $10.0 million (the "KT Termination Fee"), payable by wire transfer of same day funds. KT expressly acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, AH would not enter into this Agreement; accordingly, if KT fails promptly to pay the KT Termination Fee, and, in order to obtain such payment, AH commences a suit which case results in a judgment against KT for the KT Termination Fee, KT expressly shall be obligated to pay to AH its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amount of the KT Termination Fee at the prime rate of Citibank N.A. in effect on the date such payment was required to be made. (c) The payment of any fee pursuant to this Section 7.3 shall be payable within two (2) Business Days after such termination. For purposes of the references made to an “Acquisition Proposal” or an “Acquisition Transaction” account designated in Section 9.3(b)(i), all references writing by the party entitled to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)receive such fee.”

Termination Fee. The (i) If (A) Parent or the Company terminates this Agreement pursuant to Section 9.1(c), Section 9.1(d) or Section 9.1(g), (B) in the case of termination pursuant to Section 9.1(d), all of the conditions set forth in Section 8.1 and Section 8.3 (other than Section 8.3(c)) shall have been satisfied or waived, and (C) (x) a bona fide Acquisition Proposal (other than any Acquisition Proposal described in clause (iii)(x) of the definition of such term) shall have been made to the Company or publicly disclosed after the date of this Agreement and not withdrawn prior to the date of such termination or (y) a bona fide Acquisition Proposal described in clause (iii)(x) of the definition of such term shall have been made to the Company or shall have been publicly disclosed (and in either such event, with respect to which any director, officer or employee at the level of Senior Director or above of the Company has actual knowledge) after the date of this Agreement and not withdrawn or expressly rejected by the Company prior to the date of such termination, and (D) any Acquisition Proposal is consummated within twelve (12) months of such termination or the Company enters into a definitive agreement within twelve (12) months of such termination to effect any Acquisition Proposal, then on the date of such consummation or such entry into a definitive agreement, the Company shall pay to Parent a fee of $23,040,000 15,496,000 in cash (the “Termination Fee”). Solely for purposes of this Section 9.2(b)(i), the term “Acquisition Proposal” shall have the meaning assigned to such term in Annex I, except that all references to “15%” or “85%” therein shall be deemed to be references to “50%”, and clause (iii)(x) of such “Acquisition Proposal” definition shall be deemed to refer only to K▇▇▇-▇▇▇, ▇▇▇▇-▇▇▇, ▇▇▇▇-▇▇▇, ▇▇▇▇-▇▇▇ and KIND-509. (ii) If Parent terminates this Agreement pursuant to Section 9.1(e), then, within three (3) business days after such termination, the Company shall pay or cause to be paid to Parent the Termination Fee. (iii) If the Company terminates this Agreement pursuant to Section 9.1(h), then, concurrently with such termination of this Agreement by the Company as set forth in Section 9.1(h) (or, if later, promptly following the provision by Parent of wire transfer instructions pursuant to Section 9.2(b)(iv)), the Company shall pay or cause to be paid to Parent the Termination Fee. (iv) Any amount payable by the Company pursuant to the preceding clauses (i), (ii) or (iii) shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing by Parent (and, notwithstanding anything herein to the contrary, payment shall not be required prior to the designation of such account by Parent, ). Except in the case of common law fraud (not including in any event that: (i) (A) this Agreement any constructive fraud or any fraud that is terminated by Parent not intentional or the Company pursuant to Section 9.1(b)(i)(Adeliberate) or Section 9.1(b)(i)(B) (provideda Willful Breach, that with respect notwithstanding anything else to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of contrary in this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination payment of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2constitute liquidated damages, and from and after such termination as described in this Section 9.2(b) Business Days after the earlier Company shall have no further liability or obligations of the events any kind in clause (C)(x) or (y); (ii) connection with this Agreement is terminated by or the termination contemplated hereby other than as provided under this Section 9.2(b). For the avoidance of doubt, in no event shall the Company pursuant be obligated to Section 9.1(c)(ii), in which case pay the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)on more than one occasion.”

Termination Fee. The Company shall pay to Parent $23,040,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in a) In the event that: (i) (A) that this Agreement is terminated (i) by Parent or the Company pursuant to Section 9.1(b)(i)(A10.1(d), or (ii) by the Company or Section 9.1(b)(i)(B) Acquiror (provided, that with respect to if such termination by is permitted hereunder) and at the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery time of this Agreement and prior to such termination all of this Agreement, an Acquisition Proposal the conditions set forth in Article 8 shall have been publicly announced satisfied or waived (if legally permitted) by the appropriate party (other than those conditions that by their terms are to be satisfied at the Closing) except for the condition or conditions set forth in Section 8.1(a) relating solely to HSR Approval or Nevada Gaming Approvals in relation to the Merger or Section 8.1(b)(i) relating solely to a Governmental Order by the HSR Authorities or the Nevada Gaming Authorities (such occurrence relating solely to HSR Approval or Nevada Gaming Approvals, or relating solely to a Governmental Order by the HSR Authorities or the Nevada Gaming Authorities, a “Regulatory Failure”), then Acquiror shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreementpromptly, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; but in which case the Termination Fee shall be payable within no event later than two (2) Business Days after the earlier date of such termination, pay, or cause to be paid, to the Company or its designees the Termination Fee (an amount equal to $30,000,000) (the “Termination Fee”) by wire transfer of same day funds (it being understood that in no event shall Acquiror be required to pay the Termination Fee on more than one occasion). Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the events Termination Fee or expanding the circumstances in clause (C)(x) or (y);which the Termination Fee is to be paid, it is agreed that the Termination Fee is a liquidated damage, and not a penalty. (iib) Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement is terminated (x) by the Company pursuant to Section 9.1(c)(ii)10.1(d) or (y) pursuant to a Regulatory Failure, except in which the case of fraud by Acquiror or Merger Sub, the payment of the Termination Fee by Acquiror pursuant to Section 10.3(a), when paid as required under this Agreement, and the payment of any amounts due pursuant to Section 10.3(c), when paid (if required under this Agreement), shall be payable concurrently with the sole and as a condition to exclusive remedy of the effectiveness Company against (i) Acquiror or Merger Sub, (ii) the former, current and future holders of such terminationany equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, shareholders, or assignees of Acquiror or Merger Sub or any Affiliates of either; or and (iii) any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, shareholders, or assignees of any of the foregoing for any Loss or other liability of any kind under this Agreement is terminated or otherwise relating to the transactions contemplated by Parent pursuant this Agreement, including as a result of the failure of the Merger to be consummated. sf-3640269 (c) The parties acknowledge that the agreements contained in this Section 9.1(d)(ii) or Section 9.1(d)(iii)10.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement. If Acquiror fails promptly to pay the Termination Fee, and, in which case order to obtain such payment, the Company commences an action or proceeding that results in a judgment against Acquiror for the Termination Fee, Acquiror shall pay to the Company, together with the Termination Fee, (a) interest on the Termination Fee shall be payable within two from the date of termination of this Agreement at a rate per annum equal to the prime rate as published in the Wall Street Journal, Eastern Edition, in effect on the Closing Date and (2b) Business Days after any costs and expenses (including legal fees) incurred by the Company in connection with any such terminationaction or proceeding. For purposes of If Acquiror fails to pay the references to an “Acquisition Proposal” or an “Acquisition Transaction” Termination Fee in accordance with Section 9.3(b)(i10.3(a), then the Company’s termination of this Agreement shall, at the Company’s option, be revoked and become null and void ab initio and the Company may exercise any and all references to “twenty percent remedies (20%)” whether at law or equity) against the Acquiror, including by seeking specific performance in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)accordance with Section 11.14.”

Termination Fee. The (a) In the event that (i) Buyer terminates this Agreement pursuant to Section 10.1(b)(ii) or the Company terminates this Agreement pursuant to Section 10.1(c)(ii) and at the time of such termination (A) any of the conditions set forth in Section 9.1(a) or Section 9.1(b) (due to any Governmental Order issued under any antitrust or competition Law, or in connection with any approval, clearance, consent, or filing thereunder) has not been satisfied and (B) all other conditions to the obligations of Buyer and Merger Sub to consummate the Merger set forth in Section 9.1 and 9.2 have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing), (ii) Buyer terminates this Agreement pursuant to Section 10.1(b)(iii) or the Company terminates this Agreement pursuant to Section 10.1(c)(iii), in each case, due to any final, non-appealable Governmental Order issued under any antitrust or competition Law, or in connection with any approval, clearance, consent, or filing thereunder, or (iii) the Company terminates this Agreement pursuant to Section 10.1(c)(i) as a result of Buyer’s or Merger Sub’s breach of its obligations under Section 7.1, then Buyer shall pay to Parent $23,040,000 the Company, without offset or deduction of any kind, a non-refundable fee in the amount of fifty million U.S. dollars (US$50,000,000) (the “Termination Fee”), ) by wire transfer of immediately available funds to an account or accounts designated in writing by Parentsame-day funds, in the event that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i)(A) or Section 9.1(b)(i)(B) (provided, that with respect to such termination by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(i) is then available to Parent) or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company or a Subsidiary of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within no later than two (2) Business Days after following such termination; provided that, in the earlier event any portion of the events in clause (C)(x) or (y);Termination Fee constitutes Holder Damages, the Company will provide a separate account for the receipt of such portion, as directed by the Holder Representative. (iib) Notwithstanding anything to the contrary in this Agreement Agreement, in the event that the Termination Fee is terminated by the Company payable pursuant to Section 9.1(c)(ii10.4(a), in which case neither Buyer nor Merger Sub shall have any liability of any nature whatsoever to the Company or any holders of Common Stock or Options or any other Person with respect to any breach of this Agreement or the failure of the Closing to occur, other than the liability of Buyer and Merger Sub to pay the Termination Fee shall be payable concurrently in accordance with and as a condition Section 10.4(a); provided, however, that if Buyer fails promptly to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case pay the Termination Fee when due, (A) Buyer shall additionally pay to the Company interest on the amount of the Termination Fee from the date such payment was required to be payable within made until the date of payment at the rate of two percent (2%) Business Days after per annum and (B) if, in order to obtain such terminationpayment, the Company commences a suit against Buyer, the non-prevailing party shall reimburse the prevailing party for its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit. For purposes The Company, Buyer and Merger Sub acknowledge and agree that the Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Company and, if applicable the Termination Date Holders, in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the references to consummation of the Merger. (c) The Company, Buyer and Merger Sub acknowledge and agree that the agreements contained in this Section 10.4 are an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i)integral part of the transactions contemplated by this Agreement, all references to “twenty percent (20%)” in and that, without these agreements, neither Buyer nor Merger Sub nor the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)Company would enter into this Agreement.”

Termination Fee. The (a) If this Agreement is terminated by (i) the Company either (A) pursuant to Section 9.1(b) or Section 9.1(e) (when in either such case at the time this Agreement is terminated, the Company had the right to terminate this Agreement pursuant to Section 9.1(f)) or (B) pursuant to Section 9.1(f) or (ii) by Parent pursuant to Section 9.1(k) (unless at the time of such termination a Company Material Adverse Effect has occurred and is continuing), the Parent shall pay to Parent the Company a termination fee in the amount of $23,040,000 2,000,000 (the “Termination Fee”)) within 5 Business Days of such termination, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentthe Company. (b) The parties agree that, subject to Section 9.2, the payment of the Termination Fee as set forth in Section 9.4(a) shall be the sole and exclusive remedy of the Company following a termination of this Agreement under the circumstances described in Section 9.4(a), it being understood that in no event that: shall Parent or Merger Sub be required to pay the Termination Fee on more than one occasion. Subject to Section 9.2, following the payment of the Termination Fee, (i) (A) neither Parent nor Merger Sub shall have any further liability to the Company in connection with or arising out of this Agreement is terminated or the termination thereof, any breach of this Agreement by Parent or Merger Sub giving rise to such termination, or the failure of the transactions contemplated by this Agreement to be consummated, (ii) neither the Company pursuant nor any of its Affiliates shall be entitled to Section 9.1(b)(i)(Abring or maintain any other claim, action or proceeding against Parent or Merger Sub or seek to obtain any recovery, judgment or damages of any kind against such Parent or Merger Sub (or any of its respective stockholders, directors, officers, employees, Subsidiaries, Affiliates, agents or other Representatives) in connection with or Section 9.1(b)(i)(B) (providedarising out of this Agreement or the termination thereof, that with respect any breach by Parent or Merger Sub giving rise to such termination or the failure of the transactions contemplated by the Company, the right to terminate this Agreement pursuant to Section 9.1(b)(ibe consummated and (iii) is then available to the Company and its Affiliates shall be precluded from any other remedy against Parent) , Merger Sub and their respective Affiliates, at law or by Parent pursuant to Section 9.1(d)(i); (B) following the execution and delivery in equity or otherwise, in connection with or arising out of this Agreement and prior or the termination thereof, any breach by Parent or Merger Sub giving rise to such termination or the failure of the transactions contemplated by this Agreement, Agreement to be consummated. Each of the parties acknowledges that (x) the agreements contained in this Section 9.4 are an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed or publicly known; and (C) within twelve (12) months following such termination integral part of the transactions contemplated by this Agreement, (xy) without these agreements, the parties would not enter into this Agreement and (z) any amount payable pursuant to this Section 9.4 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Company or a Subsidiary in the circumstances in which such amount is payable; provided, however, that nothing in this Section 9.4(b) shall limit the rights of the Company enters into a definitive agreement with any third party with respect to an Acquisition Transaction or (y) an Acquisition Transaction is consummated; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the events in clause (C)(x) or (y); (ii) this Agreement is terminated by the Company pursuant to parties under Section 9.1(c)(ii), in which case the Termination Fee shall be payable concurrently with and as a condition to the effectiveness of such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), in which case the Termination Fee shall be payable within two (2) Business Days after such termination. For purposes of the references to an “Acquisition Proposal” or an “Acquisition Transaction” in Section 9.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%)10.10.”