Common use of Termination Fee Clause in Contracts

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.

Termination Fee. (a) In the event thatIf this Agreement shall be terminated: (i) by MRCC pursuant to Section 9.1(c)(iv), then, prior to, and as a condition to such termination, MRCC shall cause the third party that made the applicable MRCC Superior Proposal (or its designee) to pay HRZN, to the fullest extent permitted by applicable Law, a non-refundable fee in an amount equal to $5,375,625 (the “MRCC Termination Fee”) as liquidated damages and full compensation hereunder; (ii) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by (1) by the Company HRZN or Parent MRCC pursuant to (x) any provision of Section 7.1(b)(i) or Section 7.1(b)(iii) 9.1 at a time when a Takeover Proposal is pendingthe Agreement was terminable by HRZN pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), (y) Section 9.1(b)(ii) or (z) Section 9.1(b)(iv), or (2) by Parent HRZN pursuant to Section 7.1(c)(i9.1(d)(i) at (solely to the extent that MRCC has committed a time when willful or intentional breach), Section 9.1(d)(ii) or Section 9.1(d)(iii), (B) a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months has been publicly disclosed after the date of any this Agreement and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination pursuant to Section 9.1(b)(ii) or 9.1(d)(i), prior to the Company date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iv) prior to the time of the duly held MRCC Stockholders Meeting, and (C) MRCC enters into a definitive agreement Contract with respect to a such Takeover Proposal or a within 12 months after such termination, and such Takeover Proposal is consummated, then the Company shall pay subsequently consummated (regardless of whether such consummation happens prior to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, following such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii12-month period), Section 7.1(c)(iii) or Section 7.1(c)(iv)then, then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting date that such Expenses; it being understood Takeover Proposal is consummated, MRCC shall cause the third party that in no event shall the Company be required made such Takeover Proposal (or its designee) to pay HRZN, to the fullest extent permitted by applicable Law, the MRCC Termination Fee as liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.2(a)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%”; or (iii) by HRZN or MRCC pursuant to Section 9.1(b)(v) and at such time a Termination Fee (as defined in the Asset Purchase Agreement) is payable to MCIP thereunder, MRCC shall cause the Competing Bidder that made such Takeover Proposal (each as defined in the Asset Purchase Agreement) (or its designee) to pay HRZN, to the fullest extent permitted by applicable Law, the MRCC Termination Fee as liquidated damages and full compensation hereunder. The MRCC Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing to MRCC by HRZN if HRZN shall have furnished to MRCC wire payment instructions prior to the date of payment or, if applicableotherwise, by certified or official bank check. In the event that the MRCC Termination Fee becomes payable and is paid pursuant to this Section 9.2(a), the Expenses, on more than one occasionMRCC Termination Fee shall be HRZN’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement. (b) If applicablethis Agreement shall be terminated: (i) by HRZN pursuant to Section 9.1(d)(iv), payment then, prior to, and as a condition to such termination, HRZN shall cause the third party that made the applicable HRZN Superior Proposal (or its designee) to pay MRCC, to the fullest extent permitted by applicable Law, a non-refundable fee in an amount equal to $11,075,050 (the “HRZN Termination Fee”) as liquidated damages and full compensation hereunder; or (ii) (A) by (1) HRZN or MRCC pursuant to (x) any provision of Section 9.1 at a time when the Agreement was terminable by HRZN pursuant to Section 9.1(c)(ii) or Section 9.1(c)(iii), (y) Section 9.1(b)(ii) or (z) Section 9.1(b)(iii) or (2) MRCC pursuant to Section 9.1(c)(i) (solely to the extent that HRZN has committed a willful or intentional breach), Section 9.1(c)(ii) or Section 9.1(c)(iii), (B) a Takeover Proposal has been publicly disclosed after the date of this Agreement and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination pursuant to Section 9.1(b)(ii) and Section 9.1(c)(i), prior to the date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iii), prior to the time of the duly held HRZN Stockholders Meeting, and (C) HRZN enters into a definitive Contract with respect to such Takeover Proposal within 12 months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such 12-month period), then, within two (2) Business Days after the date that such Takeover Proposal is consummated, HRZN shall cause the third party that made such Takeover Proposal (or its designee) to pay MRCC, to the fullest extent permitted by applicable Law, the HRZN Termination Fee or Expenses as liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.2(b)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” The HRZN Termination Fee shall be made to Parent or its designee paid by wire transfer of same day immediately available funds to the an account designated in writing to HRZN by Parent MRCC if MRCC shall have furnished to HRZN wire payment instructions prior to the date of payment or, otherwise, by certified or such designeeofficial bank check. In the event that the HRZN Termination Fee becomes payable and is paid pursuant to this Section 9.2(b), the HRZN Termination Fee shall be MRCC’s sole and exclusive remedy for monetary damages under this Agreement. (c) Each Party hereto agrees The parties acknowledge that the agreements contained in this Section 7.3 9.2 are an integral part of the transactions contemplated by Transactions, that without these agreements each party would not have entered into this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would that any amounts payable pursuant to this Section 9.2 do not enter into this Agreementconstitute a penalty. Accordingly, if the Company If HRZN fails promptly to pay any amounts due under to MRCC pursuant to this Section 7.3 and9.2 within the time periods specified in this Section 9.2 or MRCC fails to pay HRZN any amounts due to HRZN pursuant to this Section 9.2 within the time periods specified in this Section 9.2, HRZN or MRCC, as applicable, shall pay reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by MRCC or HRZN, as applicable, in order connection with any action, including the filing of any lawsuit, taken to obtain collect payment of such paymentamounts, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee together with interest on such unpaid amounts from the date payment of such amounts was due to the date of actual payment at the prime lending rate of the Bank of New York in effect on the date such payment was due plus one percent as published in The Wall Street Journal (1%or any successor publication thereto), together with calculated on a daily basis from the costs and expenses date such amounts were required to be paid until the date of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suitactual payment. Each For the avoidance of doubt, to the extent payment of all or any portion of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such MRCC Termination Fee and/or Expensesthe HRZN Termination Fee pursuant to this Section 9.2 is not permitted by applicable Law, notwithstanding anything to the contrary, (x) the portion of the MRCC Termination Fee and/or the HRZN Termination Fee that is permitted by applicable Law (if any) to be paid shall be required to be paid pursuant to this Section 9.2 and (y) there shall be no liability to MRCC, HRZN or any other Person for non-payment of any portion of the HRZN Termination Fee or the MRCC Termination Fee, as the case may beapplicable, are 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 that is not permitted by applicable Law to be impossible to calculate with precisionpaid.

Termination Fee. (ai) In the event that: (i) that (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or Parent terminates this Agreement pursuant to Section 8.1(c)(iii) and (B) after the date of this Agreement and prior to such termination, a Takeover Competing Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is shall have been communicated to senior management of the Company, the Company Board or a committee thereof, the Company’s stockholders and (B) this Agreement is thereafter terminated (1) by the Company not publicly and unconditionally withdrawn or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pendingabandoned, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect providing for, or recommends to its stockholders, a Takeover Competing Proposal or a Takeover Competing Proposal is consummated, then then, in either such case within three (3) business days after the consummation of the applicable Competing Proposal the Company shall pay to Parent (or its designee a Parent Subsidiary designated by Parent) a fee of $4,711,000 in cash (the “Termination Fee concurrently with Fee”). Solely for purposes of this Section 8.2(b)(i), the earlier of term “Competing Proposal” shall have the entry into a definitive agreement with respect tomeaning assigned to such term in Section 5.2(h)(i), or the consummation of, such Takeover Proposal;except that all references to “20%” therein shall be deemed to be “50%” and all references to “80%” therein shall be deemed to be “50%”. (ii) If the Company terminates this Agreement pursuant to Section 8.1(d)(i), concurrently with such termination, the Company shall pay to Parent (or a Parent Subsidiary designated by Parent) the Termination Fee. (iii) If Parent terminates this Agreement pursuant to Section 8.1(c)(i) or Section 8.1(c)(ii) (or this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii8.1(b)(i) or Section 7.1(c)(iv8.1(b)(iii) or Parent pursuant to Section 8.1(c)(iii), then in each case, following any time at which Parent was entitled to terminate this Agreement pursuant to Section 8.1(c)(i) or Section 8.1(c)(ii)), within three (3) business day after such termination, the Company shall pay to Parent (or its designee a Parent Subsidiary designated by Parent) the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; andFee. (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) In the event any amount is made payable pursuant to the Company’s shareholderspreceding clauses (i), otherwise publicly disclosed (ii) or proposed or is communicated (iii), such amount shall be paid by wire transfer of immediately available funds to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated an account designated in writing by Parent (and, if any amount becomes payable pursuant to Section 7.1(c)(iany such clause, such amount shall not be or become due unless and until Parent has provided such wire transfer instructions for such designated account in writing). (v) due to For the Company’s willful breach or failure to perform any avoidance of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingdoubt, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required obligated to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) that this Agreement is thereafter to be terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv8.1(d), then the Company shall pay to Parent or its designee a termination fee of $5.0 million in cash (the “Termination Fee”), which Termination Fee within one (1) Business Day after shall be paid concurrently with such termination;, payable by wire transfer of same-day funds. (iiib) In the event that this Agreement is terminated by Parent either pursuant to (i) Section 8.1(c)(i) based on a willful breach by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its representations, warranties, covenants or agreements set forth in the this Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2ii) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses8.1(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 its designee interest on such amounts from 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 8.1(b)(iii) and, in the case of either (i) or (ii), (A) after the date payment of such amounts was due this Agreement but prior to the date of actual payment at such termination an Alternative Proposal or a request or communication reasonably likely to lead to an Alternative Proposal shall have been made known to the prime rate Company (or any director or officer of the Bank Company) or shall have been made directly to its shareholders generally or any Person shall have publicly announced an interest in making or an intention (whether or not conditional) to make an Alternative Proposal and (B) the Company enters into a Company Acquisition Agreement with respect to an Alternative Proposal, or the transaction contemplated by an Alternative Proposal is consummated, within twelve months of New York in effect on the date such payment was due plus one percent this Agreement is so terminated, the Company shall pay to Parent the Termination Fee concurrently with (1%and as a condition to) the event under clause (B), together 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 Parent or Merger Sub under Section 8.3(d) of this Agreement. (d) In the event that this Agreement is terminated by Parent pursuant to (i) Section 8.1(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 8.1(c)(i), the costs and expenses 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. As used herein, “Expenses” shall mean all reasonable out-of-pocket fees and expenses (including reasonable legal all fees and expensesexpenses of counsel, accountants, consultants and other experts engaged by Parent or Merger Sub) incurred by Parent or Merger Sub in connection with such suit. Each or related to the authorization, preparation, negotiation, execution and performance of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on any other matters related to the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precisionMerger.

Termination Fee. (a) In recognition of the event that:efforts, expenses and other opportunities foregone by Purchaser while structuring and pursuing the Merger, the Company shall pay to Purchaser by wire transfer of immediately available funds a termination fee equal to $7,400,000 (the “Termination Fee”): (i) in the event the Company terminates this Agreement pursuant to Section 7.1(f), in which case the Company shall pay the Termination Fee at or prior to the time of such termination, and (ii) in the event Purchaser terminates this Agreement pursuant to Section 7.1(g), in which case Company shall pay the Termination Fee as promptly as practicable (but in any event within three (3) Business Days of termination). (b) In the event that (A) a Takeover Proposal or intention to make a Takeover Proposal (i) an Acquisition Proposal, whether or not conditional, shall have been publicly announced after the date of this Agreement (or any Person shall have, after the date of this Agreement, publicly announced an intention, whether or not conditional, to make an Acquisition Proposal) is made to or (ii) the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management board of directors of the CompanyCompany has made a Change in Recommendation (or publicly proposed to make a Change in Recommendation), prior to or on the date of the Company Board Stockholder Meeting (including any adjournment or a committee thereofpostponement at which the vote on the Merger is held), and (B) this Agreement is thereafter terminated (1) by either Purchaser or Company pursuant to Section 7.1(b), by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending7.1(d), or (2) by Parent Purchaser pursuant to Section 7.1(c)(i7.1(e), provided that the breach of the Company giving rise to such termination was knowing or intentional and, at the time of such termination, Purchaser is not in material breach of any representation, warranty or material covenant contained herein, and (C) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after following the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummatedany Acquisition Transaction, then the board of directors of the Company shall pay recommends any Acquisition Transaction or Company consummates any Acquisition Transaction (whether or not such Acquisition Transaction resulted from or was related to Parent or its designee the Termination Fee concurrently with Acquisition Proposal referred to in the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; foregoing clause (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(iiA)(i), Section 7.1(c)(iii) or Section 7.1(c)(ivif applicable), then the Company shall pay to Parent or its designee Purchaser the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii)Fee, then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses which amount shall be made to Parent or its designee payable by wire transfer of same day immediately available funds on or prior to the account designated by Parent earlier of the Company entering into a definitive agreement for or consummating such designeeAcquisition Transaction, provided, however, that for purposes of this clause (C), all references in the definition of “Acquisition Transaction” to “20% or more” shall instead refer to “50% or more”. (c) Each Party hereto agrees Company and Purchaser each agree that the agreements contained in this Section 7.3 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company Purchaser would not enter into this Agreement. Accordingly; accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 7.2 and, in order to obtain such payment, Parent or its designee Purchaser commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expensessuch amounts, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was were due to the date of actual payment at the rate of interest equal to the sum of (x) 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 of the Bank of New York in effect on the date such payment was due due, plus one percent (1%)200 basis points, together with the costs and expenses of Parent and Merger Sub Purchaser (including reasonable legal fees and expenses) in connection with such the suit. Each . (d) Notwithstanding anything to the contrary set forth in this Agreement, if the Company pays or causes to be paid to Purchaser or to Berkshire Bank the Termination Fee, neither the Company nor Savings Institute Bank and Trust Company (or any successor in interest of the Parties hereto acknowledges that Company or Savings Institute Bank and Trust Company) nor any of their officers, directors or Affiliates will have any further obligations or liabilities to Purchaser or Berkshire Bank with respect to this Agreement or the transactions contemplated by this Agreement and, except in the case of fraud or willful misconduct, payment of the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as shall be the case may be, sole remedy of Purchaser in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating event of termination of 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 precisionbases specified in Sections 7.2(a) and (b).

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) If Parent terminates this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv8.1(a)(ii), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii)promptly, then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth but in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within no event later than two (2) Business Days business days after receipt by the Company date of documentation supporting such Expenses; it being understood that termination, a termination fee of US $61.0 million in no event shall cash (the Company be required to pay the “Termination Fee or, if applicable, the Expenses, on more than one occasionFee”). (bii) If applicablethe Company terminates this Agreement pursuant to Section 8.1(a)(iii), payment of the Termination Fee or Expenses shall be made prior to Parent or its designee by wire transfer of same day funds and as a condition to the account designated by Parent or effectiveness of such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expensestermination, the Company shall pay to Parent the Termination Fee. (iii) If (A) Parent or its designee interest on the Company shall have terminated this Agreement pursuant to Section 8.1(a)(i)(2) as a result of the failure to satisfy the Minimum Condition, and (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement an Acquisition Proposal (whether or not a continuation or renewal of, or otherwise relating to, an Acquisition Proposal that was publicly announced or became publicly known prior to the execution and delivery of this Agreement) shall have been publicly announced or shall have become publicly known and not publicly withdrawn, and (C) concurrently with, or within twelve (12) months following such amounts from termination, a Third Party Acquisition Event occurs, then, the date payment of such amounts was due Company shall pay to Parent promptly, but in no event later than the date of actual payment at consummation of such Third Party Acquisition Event, the prime rate Termination Fee. (iv) If (A) Parent shall have terminated this Agreement pursuant to Section 8.1(a)(i)(1) as a result of a breach of a covenant or agreement of the Bank Company under this Agreement or an intentional breach of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each a representation or warranty of the Parties hereto acknowledges that Company under this Agreement, and (B) following the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent execution and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating delivery of this Agreement and prior to the breach forming the basis for such termination, an Acquisition Proposal (whether or not a continuation or renewal of, or otherwise relating to, an Acquisition Proposal that was known to the Company prior to the execution and delivery of this Agreement) is known to the Company, and (C) concurrently with, or within twelve (12) months following such termination, a Third Party Acquisition Event occurs, then, the Company shall pay to Parent promptly, but in reliance on this Agreement and on no event later than the expectation date of the consummation of such Third Party Acquisition Event, the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precisionTermination Fee.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) If this Agreement is thereafter terminated (1or is deemed to be terminated) (x) by Parent pursuant to Section 8.1(g) or Section 8.1(l), (y) by the Company pursuant to Section 8.1(i), or (z) by the Company or Parent pursuant to Section 7.1(b)(i8.1(d) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i8.1(f), and in each case of this clause (z), (A) at a any time when a Takeover Proposal is pending, then if, concurrently with on or within twelve (12) months after the date of this Agreement and prior to any such termination, termination of this Agreement a Company Acquisition Proposal shall have been publicly announced or otherwise communicated to a member of senior management or any director of the Company enters (or any Third Party shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Company Acquisition Proposal) that has not been withdrawn prior to the taking of the vote of the stockholders of the Company at the Company Stockholders’ Meeting or, in the event no such vote has been taken, at the time of such termination of this Agreement, and (B) within 12 months following the date of such termination of this Agreement, (i) with respect to a termination (or deemed termination) pursuant to Section 8.1(d), (1) any Company Acquisition Transaction (regardless of when the applicable Company Acquisition Proposal was made) is consummated or (2) a definitive agreement with respect to any Company Acquisition Transaction is entered into or the Company’s Board of Directors shall have recommended a Company Acquisition Transaction to its stockholders (in the case of this clause (2), which Company Acquisition Transaction shall thereafter be consummated (regardless of whether within or outside of such 12-month period)), or (ii) with respect to a termination (or deemed termination) pursuant to Section 8.1(f), (1) a Company Acquisition Transaction is consummated with the Person or group who made the Company Acquisition Proposal described in clause (A) above (or any group to which such Person or group forms a part) or (2) a definitive agreement with respect to a Takeover Company Acquisition Transaction is entered into with the Person or group who made the Company Acquisition Proposal described in clause (A) above (or any group to which such Person or group forms a Takeover part) or the Company’s Board of Directors shall have recommended to its stockholders a Company Acquisition Transaction with the Person or group who made the Company Acquisition Proposal is consummateddescribed in clause (A) above (or any group to which such Person or group forms a part) (in the case of this clause (2), which Company Acquisition Transaction shall thereafter be consummated (regardless of whether within or outside of such 12-month period)) (provided, that for purposes of this clause (z), each reference to “20%” in the definition of Company Acquisition Transaction shall be deemed to be a reference to “50%”), then in each case of clauses (x), (y) and (z), the Company shall pay to Parent or its designee the Company Termination Fee. The Company Termination Fee concurrently with and the earlier Company Expense Reimbursement shall be paid by the Company to the Parent by wire transfer of immediately available funds. The Company Termination Fee shall be paid by the entry into a definitive agreement with respect toCompany to the Parent (1) in the case of clause (x) above, within two Business Days after termination of this Agreement, (2) in the case of clause (y) above, upon termination of this Agreement, or (3) in the case of clause (z) above, upon the consummation of, of such Takeover Proposal;Company Acquisition Transaction. (iib) If this Agreement is terminated by Parent pursuant (or is deemed to Section 7.1(c)(ii), Section 7.1(c)(iiibe terminated) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1x) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(h) or Section 8.1(k), then (y) by Parent pursuant to Section 8.1(j) or (z) by the Company shall pay pursuant to Parent or its designee the Termination Fee concurrently with such termination; and Section 8.1(e), and in each case of this clause (iv) z), (A) at any time on or after the date of this Agreement and prior to any such termination of this Agreement a Takeover Parent Acquisition Proposal shall have been publicly announced or intention otherwise communicated to make a Takeover Proposal member of senior management or any director of Parent (or any Third Party shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Parent Acquisition Proposal) that has not been withdrawn prior to the time of such termination of this Agreement, and (B) within 12 months following the date of such termination of this Agreement, with respect to a termination (or deemed termination) pursuant to Section 8.1(e), (1) a Parent Acquisition Transaction is consummated with the Person or group who made the Parent Acquisition Proposal described in clause (A) above (or any group to which such Person or group forms a part) or (2) a definitive agreement with respect to a Parent Acquisition Transaction is entered into with the Person or group who made the Parent Acquisition Proposal described in clause (A) above (or any group to which such Person or group forms a part) or the Parent’s Board of Directors shall have recommended to its stockholders a Parent Acquisition Transaction with the Person who made the Parent Acquisition Proposal described in clause (A) above (or any group to which such Person or group forms a part) (in the case of this clause (2), which Parent Acquisition Transaction shall thereafter be consummated (regardless of whether within or outside of such 12-month period)) (provided, that for purposes of this clause (z), each reference to “20%” in the definition of Parent Acquisition Transaction shall be deemed to be a reference to “50%”), then in each case of clauses (x), (y) and (z), Parent shall pay to the Company the Parent Termination Fee. The Parent Termination Fee shall be paid by Parent to the Company by wire transfer of immediately available funds. The Parent Termination Fee shall be paid by the Parent to the Company (1) in the case of clause (x) above, within two Business Days after termination of this Agreement, (2) in the case of clause (y) above, upon termination of this Agreement, or (3) in the case of clause (z) above, upon the consummation of such Parent Acquisition Transaction. (c) Subject to the parties’ right to specifically enforce the terms of this Agreement pursuant to Section 9.5(a) prior to the valid termination of this Agreement, but notwithstanding any other provision of this Agreement to the contrary, Parent and Merger Sub agree that (i) Parent’s right to receive the payment of the Company Termination Fee, as and when set forth in Section 8.3(a), shall be the sole and exclusive remedy of Parent and Merger Sub against the Company, any of the Company’s shareholdersSubsidiaries or any of their respective former, otherwise publicly disclosed current or proposed future Representatives, stockholders, general or is communicated limited partners, members, managers, directors, officers, employees, agents, assignees or Affiliates (collectively, the “Company Related Parties”) for all losses and damages suffered as a result of the failure of the Merger or the other transactions contemplated by this Agreement to senior management be consummated or for any other breach or failure to perform hereunder or otherwise, and (ii) none of the Company Related Parties shall have any liability or obligation, in any such case (clause (i) or (ii)) relating to, arising out of or with respect to this Agreement or any of the transactions contemplated hereby (whether relating to, arising out of or with respect to any matter(s) forming the basis for such termination or otherwise). Without limitation of the foregoing, none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any proceeding, claim, suit or action against, or seek damages from, any of the Company Related Parties in contravention of the preceding sentence. Under no circumstances shall the Company Termination Fee be payable by the Company more than once. (d) Subject to the parties’ right to specifically enforce the terms of this Agreement pursuant to Section 9.5(a) prior to the valid termination of this Agreement, but notwithstanding any other provision of this Agreement to the contrary, the Company agrees that (i) its right to receive the payment of the Parent Termination Fee, as and when set forth in Section 8.3(b), shall be the sole and exclusive remedy of the Company against Parent, any of Parent’s Subsidiaries or any of their respective former, current or future Representatives, stockholders, general or limited partners, members, managers, directors, officers, employees, agents, assignees or Affiliates (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of the failure of the Merger or the other transactions contemplated hereby to be consummated or for any other breach or failure to perform hereunder or otherwise, and (ii) none of the Parent Related Parties shall have any liability or obligation, in any such case (clause (i) or (ii)) relating to, arising out of or with respect to this Agreement or any of the transactions contemplated hereby (whether relating to, arising out of or with respect to any matter(s) forming the basis for such termination or otherwise). Without limitation of the foregoing, none of the Company, the Company Board Company’s Subsidiaries, any of their respective Affiliates or a committee thereofany other Person shall be entitled to bring or maintain any proceeding, and (B) this Agreement is thereafter terminated claim, suit or action against, or seek damages from, any of the Parent Related Parties in contravention of the preceding sentence. Under no circumstances shall the Parent Termination Fee be payable by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasiononce. (be) If applicable, payment Each of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. parties hereto acknowledges that (ci) Each Party hereto agrees that the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated by this Agreementhereby, and that, without these agreements, Parent, Merger Sub and (ii) the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the ExpensesCompany Termination Fee, as the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%)case may be, together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are constitutes liquidated damages damages, in a reasonable amount that will compensate Parent and Merger Subthe Company or Parent, as the case may be, in the circumstances in which such the Parent Termination Fee and/or Expensesor the Company Termination Fee, as the case may be, are 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. If either the Company or Parent fails to pay the Company Termination Fee or the Parent Termination Fee, as the case may be, when due, and, in order to obtain such payment, the other party commences a suit that results in a judgment against the defaulting party for such Company Termination Fee or Parent Termination Fee, as the case may be, the defaulting party shall pay to the other party 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 or the Company Termination Fee, as the case may be, from the date such payment was required to be made until the date of payment at the prime rate as published in the “Money Rates” section of the Wall Street Journal, Midwest Edition, in effect on the date such payment was required to be made.

Termination Fee. (a) In the event thatthat this Agreement is terminated: (i1) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by (1) by Parent or the Company or Parent pursuant to Section 7.1(b)(i7.1(b)(iii) or Section 7.1(b)(iii7.1(b)(i) (in the case of Section 7.1(b)(i), only if at a such time when a Takeover Proposal the Company has failed to hold the Company Stockholders Meeting and Parent is pending, not in breach of its obligations under Section 5.4) or (2) by Parent pursuant to Section 7.1(c)(i), (B) a bona fide Takeover Proposal (excluding the Takeover Proposal by Valeant that was publicly announced on March 29, 2011, but including any revised Takeover Proposal at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months higher price from Valeant after the date hereof) shall have been publicly disclosed after the date hereof and not clearly withdrawn in good faith prior to the Company Stockholders Meeting (in the case of any such terminationtermination pursuant to Section 7.1(b)(iii)), prior to the termination date (in the case of termination pursuant to Section 7.1(b)(i)) or prior to the breach giving rise to the right of termination (in the case of termination pursuant to Section 7.1(c)(i)) and (C) within 12 months of the date this Agreement is terminated, the Company or any of its Subsidiaries enters into a definitive agreement with respect to a any Takeover Proposal or a consummates the transactions contemplated by any Takeover Proposal is consummated(provided that for purposes of this clause (C), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay to Parent or its designee the Termination Fee concurrently with on the earlier date of the entry into a definitive such agreement with respect toor, or the if earlier, consummation of, of such Takeover Proposal;. (ii2) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii), Section 7.1(c)(iv) or Section 7.1(c)(iv7.1(c)(v), then the Company shall pay to Parent or its designee the Termination Fee within one two (12) Business Day after Days of such termination;. (iii3) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee prior to or concurrently with such termination; and. (ivb) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to Notwithstanding the Company’s shareholdersforegoing, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, fee referred to in this Section 7.3(a) on more than one occasion. (b) If applicable. Notwithstanding anything to the contrary in this Agreement, the parties agree that the payment of the Termination Fee or Expenses shall be made the sole and exclusive remedy available to Parent and Merger Sub with respect to this Agreement and the Transactions in the event any such payment becomes due and payable and is paid, and, upon payment of the Termination Fee, the Company (and the Company’s Affiliates and its and their respective directors, officers, employees, stockholders and Representatives) shall have no further liability to Parent and Merger Sub under this Agreement; provided, however, that the Company shall not be relieved or released from any liabilities or damages arising out of its designee willful and material breach of Section 5.2 or Section 5.3; provided, further, that the aggregate amount of damages determined by wire transfer of same day funds a court to be payable by the Company pursuant to the account designated foregoing proviso shall be reduced by the amount of any Termination Fee payable to Parent or such designeepursuant this Section 7.3. (c) Each Party hereto agrees The parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this AgreementAgreement and constitute liquidated damages and not a penalty, and that, without these agreements, Parent, Merger Sub and the Company parties would not enter have entered into this Agreement. Accordingly, if the Company fails promptly Any amount that becomes payable pursuant to pay Section 7.3(a) shall be paid by wire transfer of immediately available funds to an account designated by Parent in writing and shall be reduced by any amounts due required to be deducted or withheld therefrom under this Section 7.3 and, applicable Law in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion respect of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 precisionTaxes.

Termination Fee. (a) In the event that: (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 (whether or not conditional) is made to the Company’s shareholdersand thereafter, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i7.1(b)(ii) or Section 7.1(b)(iii), and (C) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to to, or consummates, a transaction contemplated by any Takeover Proposal within six (6) months of the date this Agreement is terminated; (ii) (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 consummatedterminated by Parent pursuant to Section 7.1(d)(iii)(B) and the Company’s breach or failure triggering such 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 eighteen (18) months of the date this Agreement is terminated; (iii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii); or (iv) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii); then in any such event under clause (i), (ii), (iii) or (iv) of this Section 7.3(a), the Company shall pay to Parent a termination fee of $3,000,000 in cash (the “Termination Fee”). In the event that: (x) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its designee stockholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal and thereafter this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii), or (y) this Agreement is terminated by Parent pursuant to Section 7.1(d)(iii)(B) and no Termination Fee is payable in respect thereof pursuant to Section 7.3(a)(ii), then in each such case under such clause (x) or (y) the Company shall pay to Parent the Expenses of Parent and Purchaser up to a maximum amount of $1,250,000 and, in the case of clause (x), thereafter the Company shall be obligated to pay to Parent the Termination Fee concurrently with (less the amount of Expenses previously actually paid to Parent pursuant to this sentence) only in the event such fee is payable pursuant to this Section 7.3(a). (b) Any payment required to be made pursuant to clause (i) or clause (ii) of Section 7.3(a) shall be made to Parent promptly following the earlier of the entry into execution of a definitive agreement with respect to, or the consummation of, such any transaction contemplated by a Takeover Proposal; Proposal (iiand in any event not later than two Business Days after delivery to the Company of notice of demand for payment); any payment required to be made pursuant to clause (iii) of Section 7.3(a) shall be made to Parent promptly following termination of this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii7.1(d)(ii) or Section 7.1(c)(iv), then (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment); any payment required to be made pursuant to clause (iv) of Section 7.3(a) shall pay be made to Parent prior to or its designee simultaneously with (and as a condition to the Termination Fee within one (1effectiveness of) Business Day after such termination; (iii) termination of this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.1(c)(ii); and, then in circumstances in which Expenses are payable, such payment shall be made to Parent not later than two Business Days after delivery to the Company of an itemization setting forth in reasonable detail all Expenses of Parent and Purchaser (which itemization may be supplemented and updated from time to time by such party until the 60th day after such party delivers such notice of demand for payment). All such payments shall be made by wire transfer of immediately available funds to an account to be designated by Parent. (c) In the event that the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required fail to pay the Termination Fee orand/or Expenses required pursuant to this Section 7.3 when due, such fee and/or Expenses, as the case may be, shall accrue interest for the period commencing on the date such fee and/or Expenses, as the case may be, 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 7%. In addition, if applicablethe Company shall fail to pay such fee and/or Expenses, as the case may be, when due, the Company shall also pay to Parent all of Parent’s costs and expenses (including attorneys’ fees) in connection with efforts to collect such fee and/or Expenses, on more than one occasion. (b) If applicable, payment of as the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees case may be. The Company acknowledges that the agreements contained in fee, Expense and the other provisions of this Section 7.3 are an integral part of the transactions contemplated by this Agreement, Transactions and that, without these agreements, Parent, Merger Sub and the Company Parent would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under . (d) Solely for purposes of this Section 7.3 and7.3, in order references to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, 15% in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation definition of the consummation of the transactions contemplated hereby, which amount would otherwise Takeover Proposal shall be impossible deemed replaced by references to calculate with precision50%.

Termination Fee. (ai) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.1(c)(ii), then the Company shall pay to Parent or its designee the Company Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal less the amount of Parent Expenses previously or intention simultaneously paid to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i9.4(c), if any) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting prior to such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee termination by wire transfer of same day funds to the account one or more accounts designated by Parent or such designeeParent. (cii) Each Party hereto agrees that In the agreements contained in event this Agreement is terminated by Parent pursuant to Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses9.1(d)(ii), the Company shall pay the Company Termination Fee (less the amount of Parent Expenses previously or simultaneously paid to Parent or its designee interest on such amounts from pursuant to Section 9.4(c), if any) to the Parent promptly, but in any event within five (5) Business Days after the date payment of such amounts was due termination, by wire transfer of same day funds to one or more accounts designated by Parent. (iii) In the event that (A) this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(b)(i) or Section 9.1(b)(ii)(B) or by Parent pursuant to Section 9.1(d)(i) (other than as a result of a breach arising out of facts or circumstances in existence on or prior to the date of actual payment this Agreement), (B) at or prior to the prime rate time of such termination an Acquisition Proposal or Inquiry shall have been announced, commenced or publicly disclosed or submitted or made known to the Company Board, and (C) at any time after the execution of this Agreement and prior to the expiration of the Bank twelfth (12th) month after the termination of New York this Agreement, the Company consummates any transaction contemplated by an Acquisition Proposal (solely for this use, all references in effect the definition of Acquisition Proposal to “twenty percent (20%)” shall be replaced with “thirty-five percent (35%)”) or enters into any Alternative Acquisition Agreement or any letter of intent, agreement in principle or other similar agreement related to an Acquisition Proposal, or the Company Board shall have recommended an Acquisition Proposal (solely for this use, all references in the definition of Acquisition Proposal to “twenty percent (20%)” shall be replaced with “thirty-five percent (35%)”) to the Company Stockholders, then the Company shall, on the date such payment was due plus one percent transaction or any other alternative transaction is consummated, any such agreement or letter is executed or agreement is entered into, or any such recommendation is made, respectively, whichever is earlier, pay the Company Termination Fee (1%less the amount of Parent Expenses previously or simultaneously paid to Parent pursuant to Section 9.4(c), together with if any) to Parent by wire transfer of same day funds to one or more accounts designated by Parent. (iv) For the costs and expenses avoidance of Parent and Merger Sub (including reasonable legal fees and expenses) doubt, in connection with such suit. Each of no event shall the Parties hereto acknowledges that Company be obligated to pay, or cause to be paid, the Company Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate on more than one occasion. Parent and Merger Sub, as shall have right to assign the case may be, in right to receive the circumstances in which such Company Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and to one or more Persons 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 precisionits sole discretion.

Termination Fee. (a) In the event that: (i) If (A) a Takeover Proposal Parent or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereofterminates this Agreement pursuant to Section 9.1(h) (Failure to Obtain Stockholder Approval), and (B) this Agreement after the date hereof and prior to the date of such termination, a bona fide Acquisition Proposal is thereafter terminated publicly disclosed (1) whether by the Company or Parent pursuant to Section 7.1(b)(ia third party) or Section 7.1(b)(iii) and not publicly withdrawn at a time when a Takeover Proposal is pending, or least two (2) by Parent pursuant business days prior to Section 7.1(c)(ithe Company Stockholders’ Meeting, and (C) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after of such termination, an Acquisition Proposal is consummated by the Company or a definitive agreement providing for an Acquisition Proposal is entered into by the Company, then on or prior to the date that is the earlier of (x) the date an Acquisition Proposal is consummated and (y) the date of any entry of such terminationdefinitive agreement, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Fee. (ii) If (A) (I) Parent or the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii9.1(d) (Outside Date) or (II) Parent terminates this Agreement pursuant to Section 7.1(c)(iv)9.1(c)(ii)(A) (Company Breach) due to a breach of, or a failure to perform or comply with, one or more covenants or agreements under this Agreement, (B) a bona fide Acquisition Proposal is publicly disclosed (whether by the Company or a third party) and not publicly withdrawn at least one (1) business day prior to the Outside Date in the case of Section 9.2(b)(ii)(A)(I) or prior to the date of such material breach in the case of Section 9.2(b)(ii)(A)(II) after the date of this Agreement and prior to such termination and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into by the Company, then on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination;Fee. (iii) If Parent terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.1(e) (Change of Recommendation), then within two (2) business days after such termination, the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; andFee. (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, If the Company Board or a committee thereof, and (B) terminates this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i9.1(g) due (Superior Proposal), substantially concurrently with or prior to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at (and as a time when a Takeover Proposal is pendingcondition to) such termination, then the Company shall pay or cause to be paid to Parent or its designee the Expenses within two Termination Fee. (2v) Business Days after receipt In the event any amount is payable by the Company pursuant to the preceding clauses (i), (ii), (iii) or (iv), such amount shall be paid by wire transfer of documentation supporting such Expenses; it being understood that immediately available funds to an account designated in writing by Parent. Parent shall promptly provide wire transfer instructions in writing to the Company upon request (and in any event with sufficient time to allow the Company to pay or cause to be paid to Parent any Termination Fee payable hereunder within the time periods required by this Section 9.2(b)). For the avoidance of doubt, in no event shall the Company be required obligated to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (bvi) If applicableSolely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), payment of the Termination Fee or Expenses term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “twenty percent (20%)” and “eighty percent (80%)” therein shall be made deemed to Parent or its designee by wire transfer of same day funds be references to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one “fifty percent (150%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.”

Termination Fee. (a) In the event thatthat this Agreement is terminated by the Company pursuant to Section 8.1(d)(ii), then, prior to or concurrently with, and as a condition to the termination of this Agreement, the Company shall pay or cause to be paid to Parent (or its designees) an amount in cash equal to $113,000,000 (the “Termination Fee”) by wire transfer of immediately available funds to an account designated in writing by Parent. (b) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(c)(ii) or Section 8.1(c)(iii), then the Company shall promptly, but in no event later than two (2) Business Days after the date of such termination, pay or cause to be paid to Parent (or its designees) the Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent. (c) In the event that this Agreement is terminated: (i) (A) a Takeover Proposal by Parent or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i8.1(b)(i) or Section 7.1(b)(iii8.1(c)(i) at a time when a Takeover and an Acquisition Proposal is pending, was publicly proposed or (2) announced by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months any Person after the date of this Agreement and prior to such termination; or (ii) by Parent or the Company pursuant to Section 8.1(b)(iii) and an Acquisition Proposal was publicly proposed or announced by any Person after the date of this Agreement and prior to such termination; and (iii) in any such terminationevent, (A) the Company enters into a definitive agreement with respect to a Takeover any Acquisition Proposal within 12 months after such termination of this Agreement or a Takeover (B) the Company consummates any Acquisition Proposal is consummatedwithin 12 months after the termination of this Agreement, then then, on the date of entering into such definitive agreement (in the case of Clause (A)), or consummating such Acquisition Proposal (in the case of Clause (B)), the Company shall pay or cause to be paid to Parent (or its designee designees) the Termination Fee concurrently with by wire transfer of immediately available funds to an account designated in writing by Parent. For purposes of this Section 8.3(c), each reference to “20%” in the earlier definition of the entry into “Acquisition Proposal” shall be deemed to be a definitive agreement with respect to, or the consummation of, such Takeover Proposal;reference to “50%.” (iid) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, The parties agree and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood understand that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable. Notwithstanding anything to the contrary in this Agreement, payment of if Parent receives the Termination Fee or Expenses 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, stockholders, managers, members, Affiliates and Representatives and none of the Company, any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that the foregoing shall not relieve the Company from liability to Parent for any Willful and Material Breach of this Agreement by the Company. In addition, notwithstanding anything to the contrary in this Agreement, if Parent or Merger Sub receives any payments from the Company in respect of any breach of this Agreement, and thereafter Parent receives the Termination Fee under this Section 8.3, the amount of such Termination Fee shall be reduced by the aggregate amount of any payments made by the Company to Parent or its designee by wire transfer Merger Sub in respect of same day funds to the account designated by Parent or any such designee. (c) Each Party hereto agrees breaches of this Agreement. The parties acknowledge that the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated by this Agreementhereby, and that, without these agreements, Parent, Merger Sub and the Company parties would not enter into this Agreement, and that any amounts payable pursuant to this Section 8.3 do not constitute a penalty. Accordingly, if If the Company fails promptly to pay when due any amounts due under this amount payable pursuant to Section 7.3 and8.3, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against then (i) the Company will reimburse Parent for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the reasonable costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) incurred in connection with any action taken to collect such suit. Each payment and in connection with the enforcement by Parent of its rights under Section 8.3, and (ii) the Company will pay to Parent interest on the overdue amount (for the period commencing as of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable date such overdue amount that will compensate Parent was originally required to be paid and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and ending on the expectation of date such overdue amount is actually paid to Parent in full) at a rate per annum equal to the consummation of “prime rate” (as published in The Wall Street Journal) in effect on the transactions contemplated hereby, which date such overdue amount would otherwise was originally required to be impossible to calculate with precisionpaid.

Termination Fee. (a) In the event that: (i) this Agreement is terminated by either Parent or the Company pursuant to Section 8.01(b)(i), and (A) a Takeover Proposal or intention vote to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, obtain the Company Board or a committee thereofStockholder Approval has not been held, and (B) after the date of this Agreement is thereafter terminated (1) by a Company Takeover Proposal shall have been made or communicated to the Company or Parent pursuant shall have been made directly to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a the stockholders of the Company generally (and that Company Takeover Proposal is pending, or shall not have been withdrawn prior to the event giving rise to the right of termination under Section 8.01(b)(i)) and (2C) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, termination the Company enters into shall have reached a definitive agreement with respect to a Takeover Proposal consummate, or a Takeover Proposal is shall have consummated, then the that Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by either Parent or the Company pursuant to Section 8.01(b)(iii) and (A) after the date of this Agreement a 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 (and at least one such Company Takeover Proposal shall not have been withdrawn prior to the event giving rise to the right of termination under Section 8.01(b)(iii)) and (B) within twelve (12) months after such termination the Company shall have reached a definitive agreement to consummate, or shall have consummated, a Company Takeover Proposal communicated prior to the termination, or a Company Takeover Proposal communicated after the termination with the meaning assigned to such term in Section 5.02(a), except that the references to “20% or more” shall be deemed to be references to “50% or more;” (iii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii)8.01(c) and (A) the Company’s breach or failure triggering such termination shall have been willful, Section 7.1(c)(iii(B) after the date of this Agreement a Company Takeover Proposal shall have been made or Section 7.1(c)(iv), then communicated to the Company or shall have been made directly to the stockholders of the Company generally and (C) within twelve (12) months after such termination the Company shall pay have reached a definitive agreement to Parent consummate, or its designee shall have consummated, a Company Takeover Proposal communicated prior to the Termination Fee within one (1) Business Day termination, or a Company Takeover Proposal communicated after the termination with the meaning assigned to such terminationterm in Section 5.02(a), except that the references to “20% or more” shall be deemed to be references to “50% or more;” (iiiiv) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.01(d)(ii), or (v) this Agreement is terminated by Parent pursuant to Section 8.01(e) (but only if after the date of this Agreement a Company Takeover Proposal shall have been made and the Company Adverse Recommendation Change is made in response thereto); then the Company shall (1) in the case of a Company Termination Fee payable pursuant to clauses (i), (ii) or (iii) of this Section 8.02(a), upon the earlier of the date of such definitive agreement and such consummation of a Company Takeover Proposal or (2) in the case of a Company Termination Fee payable pursuant to clauses (iv) or (v) of this Section 8.02(a), on the date of such termination, pay Parent a fee equal to $7,000,000 (the “Company Termination Fee”) by wire transfer of same-day funds. Notwithstanding the foregoing sentence, in the event that the Company proposes to terminate this Agreement at a time when the Company Termination Fee is payable, the Company shall pay Parent the Company Termination Fee as described above prior to such termination by the Company. Notwithstanding the foregoing in Section 8.02(a)(i) or Section 8.02(a)(ii), if a Company Termination Fee would have been payable under Section 8.02(a)(i) or Section 8.02(a)(ii) but for the fact that the person (or any of its Affiliates) with whom the Company shall have reached a definitive agreement to consummate, or shall have consummated, a Company Takeover Proposal within twelve (12) months after termination of this Agreement withdrew a Company Takeover Proposal prior to the event giving rise to the right of termination of this Agreement under Section 8.01(b)(i) or Section 8.01(b)(iii), then the Company shall upon the earlier of such definitive agreement and such consummation of a Company Takeover Proposal pay Parent the Company Termination Fee by wire transfer of same-day funds. In the case of a Termination Fee payable pursuant to clause (iii) of this Section 8.02(a), the parties hereby agree that the Company Termination Fee (including the right to receive such fee or the payment of such fee) shall not limit in any respect any rights or remedies available to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention and Merger Sub relating to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s any willful breach or failure to perform any of its covenants representation, warranty, covenant or agreements agreement set forth in this Agreement resulting, directly or indirectly, in the Agreement at a time when a Takeover Proposal is pending, then right to receive the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasionFee. (b) If applicableIn the event that this Agreement is terminated by the Company pursuant to Section 8.01(d)(i), payment Parent shall pay to the Company a fee equal to $6,000,000 (the “Parent Termination Fee” and together with the Company Termination Fee, the “Termination Fees”) on the date of the Termination Fee or Expenses shall be made to Parent or its designee termination by wire transfer of same same-day funds funds. The parties hereby agree that the Parent Termination Fee (including the right to receive such fee or the payment of such fee) shall not limit in any respect any rights or remedies available to the account designated by Company relating to any willful breach or failure to perform any representation, warranty, covenant or agreement set forth in this Agreement resulting, directly or indirectly, in the right to receive the Parent or such designeeTermination Fee. (c) Each Party hereto of the Company and Parent acknowledges and agrees that the agreements contained in this Section 7.3 8.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and neither Parent nor the Company would not enter into this Agreement. Accordingly, if If either party (the Company “defaulting party”) fails promptly to pay any amounts the amount due under this pursuant to Section 7.3 8.02, and, in order to obtain such payment, Parent or its designee the other party commences a suit that results in a judgment against the Company defaulting party for all or a portion the Termination Fee, the defaulting party shall pay to the non-defaulting party 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 Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date such payment of such amounts was due required to be made until the date of actual payment at the prime rate of the Bank of New York Citibank, N.A. in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 required to be impossible to calculate with precisionmade.

Termination Fee. (a) In the event that: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, MDLY will pay to 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 $3,000,000 (the “Termination Fee”). (b) In the event that this Agreement is terminated pursuant to Section 9.1(h) or Section 9.1(i) then, provided that MDLY was not in material breach of its representations, warranties, covenants or agreements hereunder at the time of termination, SIC will pay to MDLY, 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) In the event that (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made prior to the Company’s shareholdersMDLY Stockholder Meeting, a Third Party (the “MDLY Pre-Meeting Offeror”) makes a Competing Proposal to MDLY and/or its stockholders, or such Competing Proposal is otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereofannounced, and in each case such Competing Proposal not withdrawn prior to the MDLY Stockholder Meeting, (Bii) this Agreement is thereafter validly terminated (1) by the Company either SIC or Parent MDLY pursuant to Section 7.1(b)(i9.1(d)(i) or Section 7.1(b)(iii(with respect to the failure to obtain MDLY Stockholder Approval), and (iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after following the date of any such termination, MDLY consummates a Competing Proposal with the Company enters into a definitive agreement MDLY Pre-Meeting Offeror (provided that for purposes of this Section 9.4(c), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed references to “fifty percent (50%)”), MDLY will pay to SIC, as its sole recourse in connection with termination of this Agreement in accordance with Section 9.1(d)(i) (with respect to the failure to obtain MDLY Stockholder Approval), the Termination Fee. (d) In the event that (i) prior to the SIC Stockholder Meeting, a Takeover Third Party (the “SIC Pre-Meeting Offeror”) makes a Competing Proposal to SIC and/or its stockholders, or a Takeover such Competing Proposal is consummatedotherwise publicly announced, then and in each case such Competing Proposal not withdrawn prior to the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect toSIC Stockholder Meeting, or the consummation of, such Takeover Proposal; (ii) this Agreement is validly terminated by Parent either SIC or MDLY pursuant to Section 7.1(c)(ii9.1(d)(i) (with respect to the failure to obtain the Required SIC Stockholder Approval), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; and (iii) within twelve (12) months following the date of such termination, SIC consummates a Competing Proposal with the SIC Pre-Meeting Offeror (provided that for purposes of this Section 9.4(d), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed references to “fifty percent (50%)”), SIC will pay to MDLY, as its sole recourse in connection with termination of this Agreement in accordance with Section 9.1(d)(i) (with respect to the failure to obtain the Required SIC Stockholder Approval), the Termination Fee. (e) The Termination Fee shall be payable (i) no later than two Business Days after the date on which this Agreement is terminated by the Company SIC pursuant to Section 7.1(d)(ii9.1(f) or by MDLY pursuant to Section 9.1(h), then (ii) immediately prior to the Company shall pay time of termination by MDLY pursuant to Parent Section 9.1(g) or its designee by SIC pursuant to Section 9.1(i), (iii) pursuant to Section 9.4(c), within three (3) Business Days of the Termination Fee concurrently date on which MDLY consummates the Competing Proposal with such termination; and the MDLY Pre-Meeting Offeror, and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending9.4(d), then the Company shall pay to Parent or its designee the Expenses within two three (23) Business Days after receipt by of the Company of documentation supporting date on which SIC consummates such Expenses; it being understood Competing Proposal with the SIC Pre-Meeting Offeror. The parties hereto acknowledge and hereby agree that in no event shall the Company any party be required to pay the a Termination Fee or, if applicable, the Expenses, on more than one occasion. (bf) If applicable, payment Each of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. parties hereto acknowledges that (ci) Each Party hereto agrees that the agreements contained in this Section 7.3 9.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expensesii) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are is liquidated damages damages, in a reasonable amount that will compensate Parent and Merger Sub, as the case may beother party, in the circumstances in which such the Termination Fee and/or Expensesis payable, as the case may be, are 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 precisionprecision and (iii) without these agreements, the parties would not enter into this Agreement.

Termination Fee. (a) In the event that: (i) If (A) a Takeover Proposal or intention Parent terminates this Agreement pursuant to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholdersSection 9.1(h), otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement after the date hereof and prior to the date of such termination, an Acquisition Proposal is thereafter terminated publicly disclosed (1) whether by the Company or Parent pursuant a third party) and not publicly withdrawn at least three (3) Business Days prior to Section 7.1(b)(ithe Company Shareholders’ Meeting, and (C) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of any entry of such terminationdefinitive agreement, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee a fee of $59,500,000 in cash (the “Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Fee”). (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party) and not publicly withdrawn at least three (3) Business Days prior to such termination, (B) (1) Parent or the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii9.1(d) or (2) Parent terminates this Agreement pursuant to (x) Section 7.1(c)(iv)9.1(c)(ii)(A) due to a breach of, then or a failure to perform or comply with, one or more covenants or agreements under this Agreement following the making of such Acquisition Proposal or (y) Section 9.1(e)(ii) and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination;Fee. (iii) If Parent terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal Section 9.1(e)(i) or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i9.1(e)(ii) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth (in the Agreement at a time when a Takeover Proposal is pending, then case of this clause (B) if the Company shall pay to Parent has Willfully Breached Section 6.4 or its designee Section 7.12(a) (other than the Expenses second sentence) or Section 7.12(b) (other than the second sentence)), within two (2) Business Days after receipt such termination, the Company shall pay to Parent the Termination Fee. (iv) If the Company terminates this Agreement pursuant to Section 9.1(g), substantially concurrently with or prior to (and as a condition to) such termination, the Company shall pay or cause to be paid to Parent the Termination Fee. (v) In the event any amount is payable by the Company pursuant to the preceding clauses (i), (ii), (iii), or (iv), such amount shall be paid by wire transfer of documentation supporting such Expenses; it being understood that immediately available funds to an account designated in writing by ▇▇▇▇▇▇. Parent shall promptly provide wire transfer instructions in writing to the Company upon request (and in any event with sufficient time to allow the Company to pay or cause to be paid to Parent any Termination Fee payable hereunder within the time periods required by this Section 9.2(b)). For the avoidance of doubt, in no event shall the Company be required obligated to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (bvi) If applicableSolely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), payment of the Termination Fee or Expenses term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “fifteen percent (15%)” and “eighty-five percent (85%)” therein shall be made deemed to Parent or its designee by wire transfer of same day funds be references to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one “fifty percent (150%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.”

Termination Fee. (ai) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.1(g), then the Company shall pay Parent, prior to Parent or its designee the Termination Fee concurrently with such termination; and, the Termination Fee. (ivii) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to In the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) event that this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending7.1(e), then the Company shall pay to Parent or its designee the Expenses Termination Fee within two (2) three Business Days after receipt of such termination. (iii) In the event that this Agreement is terminated by the Company of documentation supporting such Expenses; it being understood that pursuant to Section 7.1(b) (or by Parent pursuant to Section 7.1(b) in no the event shall the Company be required is prohibited from terminating this Agreement pursuant to pay such Section 7.1(b)) and (A) an Acquisition Proposal had been publicly announced prior to the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment occurrence of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds events giving rise to the account designated by Parent right to terminate pursuant to such section and which Acquisition Proposal shall not have been withdrawn and (B) within six months of such termination the Company consummates a transaction with respect to such Acquisition Proposal or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreementsuch Acquisition Proposal are consummated, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, then the Company shall pay to Parent, concurrently with the consummation of such Acquisition Proposal, the Termination Fee. (iv) In the event that this Agreement is terminated by either Parent or its designee interest on the Company pursuant to Section 7.1(d) and (A) an Acquisition Proposal had been publicly announced prior to the occurrence of the events giving rise to the right to terminate pursuant to such amounts from the date payment section and which Acquisition Proposal shall not have been withdrawn and (B) within six months of such amounts was due termination the Company consummates a transaction with respect to such Acquisition Proposal or the transactions contemplated by such Acquisition Proposal are consummated, then the Company shall pay Parent, concurrently with the consummation of such Acquisition Proposal, the Termination Fee. (v) In the event that this Agreement is terminated pursuant to Section 7.1(a), Section 7.1(b), Section 7.1(c), Section 7.1(d), Section 7.1(h), Section 7.1(i), Section 7.1(j) or otherwise by either Parent or the Company and, pursuant to the date terms of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the this Section 7.2 no Termination Fee is not payable by the Company to Parent as a penaltyresult of such termination, but rather are liquidated damages in a reasonable amount that will compensate then Parent and Merger Sub, as shall pay to the case may be, in Company the circumstances in which such Reverse Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation within three Business Days of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precisionsuch termination.

Termination Fee. (ai) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change), then Parent shall pay to the Company the Parent Termination Fee as promptly as possible (but in any event within three Business Days) following such termination. (ii) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii) (Company Adverse Recommendation Change), then the Company shall pay to Parent or its designee the Company Termination Fee concurrently with as promptly as possible (but in any event within three Business Days) following such termination; and. (iviii) In the event that (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made prior to the Company’s shareholdersCompany Stockholders’ Meeting, otherwise a Company Acquisition Proposal is publicly disclosed or proposed or is otherwise communicated to senior management of the Company, Company Stockholders or the Company Board or a committee thereof, and not withdrawn at least five (5) Business Days prior to the Company Stockholders Meeting and (B) this Agreement is thereafter terminated by Parent or the Company pursuant to Section 7.1(b)(i) (Termination Date) or Section 7.1(b)(iii) (No Company Stockholder Approval) or by Parent pursuant to Section 7.1(c)(i) due to (Company Terminable Breach) and concurrently with or within 12 months after any such termination, the Company’s willful breach Company or failure to perform any of its covenants Company Subsidiaries enters into a definitive agreement with respect to, or agreements otherwise consummates, any Company Acquisition Proposal (substituting 50% for the 15% threshold set forth in the Agreement at a time when a Takeover Proposal is pendingdefinition of “Acquisition Proposal” for all purposes under this Section 7.3(b)(iii)), then the Company shall pay to Parent the Company Termination Fee as promptly as possible (but in any event within three Business Days) following the earlier of the entry into such definitive agreement or its designee consummation of such Company Acquisition Proposal. (iv) In the Expenses event that (A) prior to the Parent Stockholders’ Meeting, a Parent Acquisition Proposal is publicly proposed or otherwise communicated to the Parent Stockholders or the Parent Board and not withdrawn at least five (5) Business Days prior to the Parent Stockholders Meeting and (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(i) (Termination Date) or Section 7.1(b)(iv) (No Parent Stockholder Approval) or by the Company pursuant to Section 7.1(d)(i) (Parent Terminable Breach) and concurrently with or within two 12 months after any such termination, Parent or any Parent Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Parent Acquisition Proposal (substituting 50% for the 15% threshold set forth in the definition of “Acquisition Proposal” for all purposes under this clause (iv)), then Parent shall pay to the Company the Parent Termination Fee as promptly as possible (but in any event within three Business Days) following the earlier of the entry into such definitive agreement or consummation of such Parent Acquisition Proposal. (v) In the event that (A) this Agreement is terminated by either party pursuant to (1) Section 7.1(b)(i) (Termination Date) and at the time of such termination, the Company Stockholder Approval shall not have been obtained or (2) Section 7.1(b)(iii) (No Company Stockholder Approval) and (B) Parent would have been permitted to terminate this Agreement pursuant to Section 7.1(c)(ii) (Company Adverse Recommendation Change), then the Company shall pay to Parent the Company Termination Fee as promptly as possible (but in any event within three Business Days after receipt Days) following such termination. (vi) In the event that (A) this Agreement is terminated by either party pursuant to (1) Section 7.1(b)(i) (Termination Date) and at the time of such termination, the Parent Stockholder Approval shall not have been obtained or (2) Section 7.1(b)(iv) (No Parent Stockholder Approval) and (B) the Company would have been permitted to terminate this Agreement pursuant to Section 7.1(d)(ii) (Parent Adverse Recommendation Change), then Parent shall pay to the Company the Parent Termination Fee as promptly as possible (but in any event within three Business Days) following such termination. (vii) In the event that this Agreement is terminated by the Company of documentation supporting such Expenses; it being understood that in no event shall pursuant to Section 7.1(d)(iii) (Company Superior Proposal), then the Company be required shall contemporaneously with such termination pay to pay Parent the Company Termination Fee or, if applicable, the Expenses, on more than one occasionFee. (bviii) If applicableIn the event that this Agreement is terminated by the Parent pursuant to Section 7.1(c)(iii) (Parent Superior Proposal), payment of then the Parent shall contemporaneously with such termination pay to Company the Parent Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designeeFee. (cix) Each Party hereto agrees that the agreements contained As used in this Section 7.3 are an integral part Agreement, “Company Termination Fee” shall mean a cash amount equal to $30,500,000, and “Parent Termination Fee” shall mean a cash amount equal to $61,000,000. Each of the Company Termination Fee and the Parent Termination Fee is referred to herein as a “Termination Fee.” As used in this Agreement, “Expenses” shall mean a cash amount equal to $5,100,000, which includes reimbursement for fees and expenses incurred or paid by or on behalf of the party receiving payment thereof and its Affiliates in connection with the Mergers or the other transactions contemplated by this Agreement, or related to the authorization, preparation, negotiation, execution and that, without these agreements, Parent, Merger Sub and the Company would not enter into performance of this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for each case including all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs reasonable and documented fees and expenses of Parent and Merger Sub law firms, commercial banks, investment banking firms, financing sources (including reasonable legal fees the Debt Financing Sources), accountants, experts and expenses) in connection with consultants to such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent party and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 precisionits Affiliates.

Termination Fee. (ai) In the event that: (i) that this Agreement is terminated by (A) a Takeover Proposal the Company pursuant to Section 7.1(d)(ii) [Parent Adverse Recommendation Change] or intention Section 7.1(d)(iii) [Parent Material Breach of Non-Solicitation] or (B) Parent pursuant to make a Takeover Proposal (whether or not conditionalSection 7.1(c)(iv) is made [Parent Superior Proposal], then Parent shall pay to the Company’s shareholdersCompany the Parent Termination Fee (x) in the case of clause (A), otherwise as promptly as possible (but in any event within three (3) Business Days following such termination, and (y) in the case of clause (B), prior to or concurrently with such termination. (ii) In the event that this Agreement is terminated by (A) Parent pursuant to Section 7.1(c)(ii) [Company Adverse Recommendation Change] or Section 7.1(c)(iii) [Company Material Breach of Non-Solicitation] or (B) the Company pursuant to Section 7.1(d)(iv) [Company Superior Proposal], then the Company shall pay to Parent the Company Termination Fee (x) in the case of clause (A), as promptly as possible (but in any event within three (3) Business Days) following such termination, and (y) in the case of clause (B), prior to or concurrently with such termination. (iii) In the event that (A) prior to the Company Stockholders’ Meeting, an Acquisition Proposal with respect to the Company is publicly proposed or publicly disclosed or proposed or is communicated to senior management after the date of the Companythis Agreement, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by Parent or the Company or Parent pursuant to Section 7.1(b)(i) [Termination Date] or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, [No Company Stockholder Approval] or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending[Company Breach], then if, and (C) concurrently with or within twelve (12) months after the date of any such terminationtermination described in clause (B), the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then any of the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to the consummation of, such Takeover Company (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal; (ii) ” for all purposes under this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii7.3(b)(iii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Company Termination Fee as promptly as possible (but in any event within one three (13) Business Day after Days) following the earlier of the entry into such termination;definitive agreement or consummation of such Acquisition Proposal. (iiiiv) In the event that (A) prior to the Parent Stockholders’ Meeting, an Acquisition Proposal with respect to Parent is publicly proposed or publicly disclosed after the date of this Agreement, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d)(ii7.1(b)(i) [Termination Date] or Section 7.1(b)(iv) [No Parent Stockholder Approval] or by the Company pursuant to Section 7.1(d)(i) [Parent Breach], and (C) concurrently with or within twelve (12) months after any such termination described in clause (B), Parent or any of the Parent Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to Parent (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 7.3(b)(iv)), then Parent shall pay to the Company the Parent Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of such Acquisition Proposal. (v) In the event that this Agreement is terminated by either party pursuant to Section 7.1(b)(i) [Termination Date] and at the time of such termination, (A) the Company Stockholder Approval shall not have been obtained and (B) Parent would have been permitted to terminate this Agreement pursuant to Section 7.1(c)(ii) [Company Adverse Recommendation Change] or Section 7.1(c)(iii) [Company Material Breach of Non-Solicitation], then the Company shall pay to Parent or its designee the Company Termination Fee concurrently with as promptly as possible (but in any event within three (3) Business Days) following such termination; and. (ivvi) In the event that this Agreement is terminated by either party pursuant to Section 7.1(b)(i) [Termination Date] and at the time of such termination, (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or the Parent Stockholder Approval shall not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, have been obtained and (B) the Company would have been permitted to terminate this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i7.1(d)(ii) due to the Company’s willful breach [Parent Adverse Recommendation Change] or failure to perform any Section 7.1(d)(iii) [Parent Material Breach of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingNon-Solicitation], then the Company Parent shall pay to the Company the Parent or its designee the Expenses Termination Fee as promptly as possible (but in any event within two three (23) Business Days after receipt by the Company of documentation supporting Days) following such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasiontermination. (bvii) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained As used in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.:

Termination Fee. (a) In Subject to the second sentence of this Section 9.4(a), in the event that: that this Agreement is terminated on or after the No-Shop Period Start Date 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 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 $6,000,000 (the “Termination Fee”). Notwithstanding the foregoing, in the event that this Agreement is terminated on or after the No-Shop Period Start Date by (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent MCC pursuant to Section 7.1(b)(i9.1(g) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently in connection with or within twelve (12) months after the date of any such termination, the Company enters MCC entering into a definitive agreement with an Excluded Party in respect of a Superior Proposal made by such Excluded Party or making an MCC Adverse Recommendation Change resulting from a Superior Proposal made by an Excluded Party, or (ii) by SIC pursuant to Section 9.1(f) in connection with an MCC Adverse Recommendation Change resulting from a Superior Proposal made by an Excluded Party or the MCC Board’s approval or authorization of MCC or any of its Subsidiaries to enter into a merger agreement, letter of intent, acquisition agreement, purchase agreement or other similar agreement with respect to a Takeover Superior Proposal with an Excluded Party, the “Termination Fee” payable by MCC means an amount equal to $0. (b) In the event that this Agreement is terminated on or a Takeover Proposal is consummatedafter the No-Shop Period Start Date pursuant to Section 9.1(h) or Section 9.1(i) then, then provided that MCC was not in material breach of its representations, warranties, covenants or agreements hereunder at the Company shall time of termination, SIC will pay to Parent MCC, as its sole recourse in connection with termination of this Agreement in accordance with Section 9.1(h) or its designee Section 9.1(i), as applicable, the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Fee. (iic) The Termination Fee, if applicable, shall be payable (i) no later than two Business Days after the date on which this Agreement is terminated by Parent SIC pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii9.1(f) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company MCC pursuant to Section 7.1(d)(ii9.1(h), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (Bii) this Agreement is thereafter terminated immediately prior to the time of termination by Parent MCC pursuant to Section 7.1(c)(i9.1(g) due or by SIC pursuant to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood Section 9.1(i). The parties hereto acknowledge and hereby agree that in no event shall the Company any party be required to pay the a Termination Fee or, if applicable, the Expenses, on more than one occasion. (bd) If applicable, payment Each of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. parties hereto acknowledges that (ci) Each Party hereto agrees that the agreements contained in this Section 7.3 9.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expensesii) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are is liquidated damages damages, in a reasonable amount that will compensate Parent and Merger Sub, as the case may beother party, in the circumstances in which such the Termination Fee and/or Expensesis payable, as the case may be, are 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 precisionprecision and (iii) without these agreements, the parties would not enter into this Agreement.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) If this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.01(f), then the Company shall, concurrently with (and as a precondition to the effectiveness of) such termination, pay to Parent by wire transfer of same-day funds an amount equal to $9,350,000 (the “Termination Fee”). (b) If this Agreement is terminated by Parent pursuant to Section 9.01(e), then the Company shall pay to Parent or its designee the Termination Fee concurrently with by wire transfer of same-day funds immediately, and in any event within three (3) Business Days, following such termination; andtermination of this Agreement. (ivc) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) If this Agreement is thereafter terminated by either Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) or by Parent pursuant to Section 7.1(c)(i9.01(c), then: (i) due Except in the case of a termination pursuant to Section 9.01(b)(i), the Company shall pay Parent, no later than the second (2nd) Business Day following termination by Parent and concurrently with termination by the Company’s willful breach , all of the Expenses of Parent and Merger Sub; and (ii) If the Company (and/or any Subsidiary thereof) (A) enters into any letter of intent, agreement in principle, acquisition agreement or failure other similar Contract (other than an Acceptable Confidentiality Agreement) relating to perform any of its covenants Takeover Proposal, (B) takes a neutral position, recommends, adopts or agreements set forth in the Agreement at a time when a approves any Takeover Proposal, or proposes publicly or otherwise to recommend, adopt or approve any Takeover Proposal is pendingor resolve or agree to take any such action or (C) fails to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Takeover Proposal subject to Regulation 14D under the Exchange Act, in each case within six (6) months following the date of such termination of this Agreement, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or(less Expenses previously paid pursuant to Section 9.03(c)(i), if applicable, the Expenses, on more than one occasion. (bany) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same same-day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at entry into any such letter of intent, agreement in principle, acquisition agreement or other similar Contract. For purposes of this Section 9.03(c), the prime rate of term “Takeover Proposal” shall have the Bank of New York meaning assigned to such term in effect on the date such payment was due plus one Article I except that all references to “twenty percent (120%), together with the costs and expenses of Parent and Merger Sub ” therein shall be deemed to be references to “fifty (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 precision50%)”.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.1(c)(ii) or by Parent or Merger Sub pursuant to Section 9.1(d)(ii), then the Company shall (i) pay to Parent or its designee the Termination Fee concurrently with and (ii) 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 termination; andamounts 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). (ivb) 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) (Aor 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 Takeover Proposal or intention different section of Section 9.1 at a time when this Agreement was terminable pursuant to make a Takeover Proposal (whether or not conditionalSection 9.1(d)(i)) is made and, at any time after the date of this Agreement and prior to the Company’s shareholdersCompany 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)), otherwise 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 disclosed announced or proposed 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 is communicated to senior management Section 9.1(d)(i) the Company or any of its Subsidiaries enters into a definitive agreement with respect to, 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 Board or a committee thereofshall pay the Termination Fee as directed in writing by Parent, and 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. (Bc) In the event that this Agreement is thereafter terminated by Parent or Merger Sub, on the one hand, or the Company, on the other hand, pursuant to Section 7.1(c)(i9.1(b)(iii) due (or is terminated by the Company pursuant to the Company’s willful breach or failure to perform any a different section of its covenants or agreements set forth in the Agreement 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 Takeover Proposal 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 pendingnot payable pursuant to this Section 9.2, then the Company shall (i) pay to Parent or its designee the Expenses 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 (2including reasonable legal fees and expenses) Business Days after receipt 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 documentation supporting such Expenses; it being understood that in no event 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 be required of any subsequent obligation to pay the Termination Fee or, if applicable, pursuant to Section 9.2(b) except to the Expenses, on more than one occasionextent indicated in Section 9.2(b). (bd) If applicable[Intentionally Omitted.] (e) Any amount that becomes payable pursuant to Section 9.2(a), payment of the Termination Fee Section 9.2(b) or Expenses Section 9.2(c) shall be made to Parent or its designee paid by wire transfer of same day immediately available funds to the an account designated by Parent or the party entitled to receive such designeepayment. (cf) Each Party hereto agrees of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 9.2 are an integral part of the transactions contemplated by this Agreement, and that, that without these agreementsagreements the Company, Parent, Parent and Merger Sub and the Company would not enter have entered into this Agreement, and that any amounts payable pursuant to this Section 9.2 do not constitute a penalty. Accordingly, if If the Company fails promptly to pay as directed in writing by Parent any amounts due under to Parent or Merger Sub pursuant to this Section 7.3 and, 9.2 or within the time periods specified in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expensesthis Section 9.2, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) incurred by Parent in connection with any action, including the filing of any lawsuit, taken to collect payment of such suit. Each 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 date such amounts were required to be paid until the date of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 precisionactual payment.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) If this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii10.01(c)(i) or Section 7.1(c)(iv10.01(c)(iii), then the Company shall pay to Parent or its designee in immediately available funds $26,757,615 (the “Termination Fee Fee”), within one (1) two Business Day Days after such termination;. (iiiii) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d)(ii10.01(b)(i) or 10.01(b)(iii), or by Parent pursuant to Section 10.01(c)(ii), (B) after the date of this Agreement and prior to such termination (in the case of a termination pursuant to Section 10.01(b)(i)), prior to the Company Stockholder Meeting (in the case of a termination pursuant to Section 10.01(b)(iii)) or prior to the breach giving rise to Parent’s right to terminate under Section 10.01(c)(ii) (in the case of a termination pursuant to Section 10.01(c)(ii)), an Acquisition Proposal shall have been publicly announced or otherwise communicated to the Board of Directors of the Company or its stockholders and shall not have been withdrawn prior to such termination (in the case of a termination pursuant to Section 10.01(b)(i)), prior to the Company Stockholder Meeting (in the case of a termination pursuant to Section 10.01(b)(iii)) or prior to the breach giving rise to Parent’s right to terminate under Section 10.01(c)(ii) (in the case of a termination pursuant to Section 10.01(c)(ii)) and (C) within 12 months following the date of such termination, the Company shall have entered into a definitive agreement with respect an Acquisition Proposal or recommended to its stockholders an Acquisition Proposal or an Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “10%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay to Parent or its designee in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), the Termination Fee. In no event shall Parent be entitled to receive the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.

Termination Fee. In the event that (a) In Parent or Purchaser terminates this Agreement pursuant to Section 8.1(f)(i) (other than as a result of a Change of Recommendation related to an Intervening Event), (b) the event that: Company terminates this Agreement pursuant to Section 8.1(e)(i) or (c) (i) this Agreement is terminated pursuant to Section 8.1(d) or Section 8.1(f)(ii), (Aii) a Takeover Proposal any Person shall have publicly disclosed or intention to make a Takeover Proposal (whether or not conditional) is shall have made known to the Company’s shareholdersBoard of Directors a bona fide Acquisition Proposal after the date hereof and prior to such termination, otherwise publicly disclosed and (iii) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or proposed or is communicated consummated an Acquisition Proposal (provided that for purposes of this clause (iii) the references to senior management “20%” in the definition of the Company“Acquisition Proposal” shall be deemed to be references to “50%”), then in each case, the Company Board shall pay, or cause to be paid, to Parent, concurrently with the time of termination in the case of a committee thereoftermination pursuant to Section 8.1(e)(i), and as promptly as is reasonably practicable (Bbut 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 thereafter terminated by (1i) by 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 7.1(b)(i8.1(d) or Section 7.1(b)(iii) at and prior to the Stockholders Meeting the Company’s Board of Directors has made a time when a Takeover Proposal is pending, or (2) by Parent Change of Recommendation related to an Intervening Event pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv6.7(e)(ii), then the Company shall pay pay, or cause to be paid, to Parent or its designee the Termination Fee within one as promptly as is reasonably practicable (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth but in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within no event later than two (2) Business Days after receipt 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 Company, Parent’s receipt of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, full payment of the Termination Fee or Expenses Intervening Event Termination Fee pursuant to this Section 8.3 shall be made to the exclusive remedy of Parent or Purchaser against the Company or any of its designee stockholders, partners, members, affiliates, directors, officers or agents for any loss suffered as a result of breach of this Agreement by wire transfer the Company or the failure of same day funds the Merger to be consummated upon termination of this Agreement; provided, however, that nothing in this Section 8.3 shall limit the account designated by rights of Parent or such designee. (c) and Purchaser under Section 9.11. Each Party party hereto agrees acknowledges that the agreements contained in this Section 7.3 8.3 and in Section 8.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company other parties hereto would not enter into this Agreement. AccordinglyAgreement; accordingly, if the Company a party fails promptly to pay any amounts due under this pursuant to Section 7.3 8.3 or 8.4, and, in order to obtain such payment, Parent or its designee the other party commences a suit that results in a judgment against such party for the Company for all amounts set forth in Section 8.3 or a portion of the Termination Fee or the Expenses8.4, the Company as applicable, such party shall pay to Parent or other party its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal attorneys’ fees and expenses) in connection with such suit. Each , together with interest on the amounts due pursuant to the applicable provisions of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger SubSection 8.3 or 8.4, as applicable, from the case may be, date such payment was required to be made until the date of payment at the prime lending rate as published in the circumstances The Wall Street Journal in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and effect on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise date such payment was required to be impossible to calculate with precisionmade.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i7.01(b)(i) (termination after the Outside Date), Section 7.01(b)(iii) (failure to receive the Company Stockholder Approval) or Section 7.1(b)(iii7.01(c)(i) (breach of Company Representations or Covenants); provided that (A) at the time of termination (x) the Company shall not have been entitled to terminate this Agreement pursuant to Section 7.01(d)(iii) (termination due to financing failures) and (y) neither Parent nor Merger Sub is then in breach of its representations, warranties, covenants or agreements under this Agreement that would give rise to the failure of any condition set forth in Section 6.01 or Section 6.02 and none of Parent, Merger Sub or any Guarantor is then in material breach of its representations, warranties, covenants or agreements under any Commitment Letter or the Guarantee, (B) a time when a bona fide Takeover Proposal is pending, shall have been (1) received by the Company or (2) publicly made, proposed or communicated by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months third party after the date of any such terminationthis Agreement and, in the event of a termination pursuant to Section 7.01(b)(iii), not publicly withdrawn at least three Business Days prior to the Company Stockholders’ Meeting and (C) within 12 months of the date this Agreement is terminated, the Company (1) enters into a definitive agreement with respect to a Takeover Proposal or a and such Takeover Proposal is consummated, then subsequently consummated (regardless of whether such consummation occurs within the Company shall pay to Parent 12-month period) or its designee the Termination Fee concurrently with the earlier of the entry into (2) consummates a definitive agreement with respect to, or the consummation of, such Takeover Proposal;; provided, that, for purposes of clauses (B) and (C) of this Section 7.03(a)(i), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”; or (ii) this Agreement is terminated (A) by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii7.01(c)(ii) (Adverse Recommendation Change) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1B) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.01(d)(ii) (entry into a Company Acquisition Agreement); then, in any such event under clause (i) or (ii) of this Section 7.03(a), then the Company shall pay or cause to be paid the applicable Company Termination Fee to Parent (or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management listed on Section 7.03 of the Company, the Company Board or a committee thereof, and (BDisclosure Letter) this Agreement is thereafter terminated by wire transfer of same-day funds to an account designated by Parent pursuant to Section 7.1(c)(iin writing (x) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingcase of Section 7.03(a)(ii)(A), then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by such termination, (y) in the Company case of documentation supporting Section 7.03(a)(ii)(B), simultaneously with such Expensestermination 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 or cause to be paid the applicable Company Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) If this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(iii)(b), then the Company shall pay to Parent (or as directed by Parent), by wire transfer of same day funds, (x) $825,000 (the “Termination Fee”) plus (y) all of Parent’s actual and reasonably documented fees and expenses (including legal fees and expenses) incurred by Parent and its designee Affiliates in connection with the Termination Fee transactions contemplated by this Agreement (the “Parent Expenses”) concurrently with such termination; andwith, and as a condition precedent to, termination of this Agreement pursuant to Section 8.1(iii)(b). (ivii) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) If this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i8.1(ii)(a) due to the Company’s willful (but only if Shareholder Approval is not obtained because of a breach of a Shareholders Agreement) or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingSection 8.1(iv)(b), then the Company shall pay to Parent (or its designee the Expenses within two (2) Business Days after receipt as directed by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee orParent), if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to funds, (x) the account designated Termination Fee plus (y) the Parent Expenses within two Business Days after such termination, in each case by Parent or such designeewire transfer of same-day funds. (ciii) Each Party hereto agrees If this Agreement is terminated by: (a) Parent pursuant to Section 8.1(iv)(a), (provided that the agreements contained Shareholder Approval shall not have been obtained at the Company Shareholder Meeting) or (b) the Company or Parent pursuant to (x) Section 8.1(ii)(b) (provided that Shareholder Approval shall not have been obtained at the Company Shareholders’ Meeting) or (y) Section 8.1(ii)(a) and (I) prior to such termination (in this the case of termination pursuant to Section 7.3 are an integral part 8.1(ii)(b) or Section 8.1(iv)(a)) or the Company Shareholders’ Meeting (in the case of termination pursuant to Section 8.1(ii)(a)), a Takeover Proposal shall have been (1) publicly disclosed and not withdrawn (in the transactions contemplated by this Agreementcase of a termination pursuant to Section 8.1(ii)(a) or Section 8.1(ii)(b)) or (2) publicly disclosed or otherwise made or communicated to the Company or the Company Board, and thatnot withdrawn (in the case of a termination pursuant to Section 8.1(iv)(a)), without these agreementsand (II) within 12 months following the date of such termination, Parent, Merger Sub and the Company would not enter shall have entered into this Agreement. Accordinglya definitive agreement with respect to any Takeover Proposal, if the Company fails promptly to pay or any amounts due under this Section 7.3 andTakeover Proposal shall have been consummated, then in order to obtain any such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, event the Company shall pay to Parent or its designee interest on such amounts from the date payment (by wire transfer of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%immediately available funds), together with the costs concurrently with, and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with as a condition precedent to consummating such suit. Each of the Parties hereto acknowledges that transaction, the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or plus Parent’s Expenses, as the case may be, are 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.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) If Parent terminates this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i8.1(c) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent the Company terminates this Agreement pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending8.1(e), then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay or cause to be paid to Parent or its designee a fee of $35 million in cash (the “Termination Fee concurrently with Fee”), in the earlier case of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) termination of this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(e), then the Company shall pay prior to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, termination by the Company Board or and in the case of a committee thereof, and (B) termination by this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending8.1(c), then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by such termination. (ii) If (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(d) or Section 8.1(h) or if Parent terminates this Agreement pursuant to Section 8.1(f), (B) a Company Competing Proposal shall have been publicly disclosed (or any Person shall have publicly announced an intention (whether or not conditional) to make a Company Competing Proposal, or a Company Competing Proposal shall have otherwise become publicly known) and in each case such Company Competing Proposal (or such public announcement of documentation supporting an intention to make a Company Competing Proposal) has not been irrevocably withdrawn prior to the date of termination, and (C) within twelve (12) months of such Expenses; it being understood that termination (1) the Company consummates any Company Competing Proposal or (2) the Company enters into a definitive agreement providing for any Company Competing Proposal, then the Company shall pay or cause to be paid to Parent the Termination Fee within two (2) Business Days after the earlier of entering into any definitive agreement providing for a Company Competing Proposal or consummation of any Company Competing Proposal. (iii) In the event any amount is payable pursuant to this Section 8.2(b), such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. (iv) For the avoidance of doubt, in no event shall the Company be required obligated to pay the Termination Fee or, if applicable, the Expenses, on more than one (1) occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.

Termination Fee. (ai) In the event that:that this Agreement is terminated by Lambda pursuant to Section 7.1(d)(ii) [Pi Adverse Recommendation Change] or Section 7.1(d)(iii) [Pi Material Breach of Non-Solicitation], then Pi shall pay to Lambda the Pi Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (iii) In the event that this Agreement is terminated by Pi pursuant to Section 7.1(c)(ii) [Lambda Adverse Recommendation Change] or Section 7.1(c)(iii) [Lambda Material Breach of Non-Solicitation], then Lambda shall pay to Pi the Lambda Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (iii) In the event that (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made prior to the Company’s shareholdersLambda Stockholders’ Meeting (or, otherwise if earlier, the receipt of Lambda Stockholder Approval) and after the date of this Agreement, an Acquisition Proposal with respect to Lambda is publicly proposed or publicly disclosed or proposed or is communicated otherwise disclosed to senior management the Lambda Board after the date of this Agreement and not withdrawn prior to the CompanyLambda Stockholders’ Meeting, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company Pi or Parent Lambda pursuant to Section 7.1(b)(i) [Termination Date], Section 7.1(b)(iii)(B) [No Lambda Stockholder Approval] or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent Pi pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, [Lambda Breach] and (C) concurrently with or within twelve nine (129) months after the date of any such terminationtermination described in clause (B), the Company enters into a definitive agreement with respect to a Takeover Proposal Lambda or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier any of the entry Lambda Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to Lambda (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 7.3(b)(iii)), then Lambda shall pay to Pi the Lambda Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of, of such Takeover Acquisition Proposal;. (iiiv) In the event that (A) prior to the Pi Stockholders’ Meeting, an Acquisition Proposal with respect to Pi is publicly proposed or publicly disclosed or otherwise disclosed to the Pi Board after the date of this Agreement and not withdrawn prior to the Pi Stockholders’ Meeting, (B) this Agreement is terminated by Parent Pi or Lambda pursuant to Section 7.1(c)(ii7.1(b)(i) [Termination Date], Section 7.1(b)(iii)(A) [No Pi Stockholder Approval] or Section 7.1(d)(i) [Pi Breach] and (C) concurrently with or within nine (9) months after any such termination described in clause (B), Pi or any of the Pi Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to Pi (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 7.1(c)(iii) or Section 7.1(c)(iv7.3(b)(iv)), then the Company Pi shall pay to Parent or its designee Lambda the Pi Termination Fee as promptly as possible (but in any event within one three (13) Business Day after Days) following the earlier of the entry into such termination;definitive agreement or consummation of such Acquisition Proposal. (iiiv) In the event that this Agreement is terminated by either party pursuant to Section 7.1(b)(i) [Termination Date] and at the Company time of such termination, (A) the Lambda Stockholder Approval shall not have been obtained and (B) Pi would have been permitted to terminate this Agreement pursuant to Section 7.1(c)(ii) [Lambda Adverse Recommendation Change] or Section 7.1(c)(iii) [Lambda Material Breach of Non-Solicitation], then Lambda shall pay to Pi the Lambda Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (vi) In the event that this Agreement is terminated by either party pursuant to Section 7.1(b)(i) [Termination Date] and at the time of such termination, (A) the Pi Stockholder Approval shall not have been obtained and (B) Lambda would have been permitted to terminate this Agreement pursuant to Section 7.1(d)(ii)) [Pi Adverse Recommendation Change] or Section 7.1(d)(iii) [Pi Material Breach of Non-Solicitation], then the Company Pi shall pay to Parent or its designee Lambda the Pi Termination Fee concurrently with as promptly as possible (but in any event within three (3) Business Days) following such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (bvii) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained As used in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, “Pi Termination Fee” shall mean $6,000,000 and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the “Lambda Termination Fee or the Expenses, the Company Fee” shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suitmean $3,000,000. Each of the Parties hereto acknowledges that Pi Termination Fee and the Lambda Termination Fee is not referred to as a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such “Termination Fee and/or Expenses, as the case may be, are 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 precisionFee.”

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i7.01(b)(iii) (failure to receive the Company Stockholder Approval) or Section 7.1(b)(iii7.01(c)(i) at a time when (failure to comply with Company representations and covenants); provided that (A) a Takeover Proposal is pendingshall have been publicly made, proposed or communicated by a third party after the date of this Agreement (2) by Parent or in the case of a termination pursuant to Section 7.1(c)(i7.01(c)(i), made known to the Company) at a time when a Takeover Proposal is pendingand not withdrawn prior to the date of the Company Stockholders’ Meeting or the breach of this Agreement, then ifas applicable, concurrently with or and (B) within twelve (12) months after the date of any such terminationthis Agreement is terminated, the Company or any of its Subsidiaries consummates a Takeover Proposal or enters into a definitive agreement with respect to a Takeover Proposal (whether or a not with the Person or Persons that made the Takeover Proposal referred to in clause (A)) and consummates such Takeover Proposal described in this clause (B); provided, however, that, (1) for purposes of clauses (A) and (B) of this Section 7.03(a)(i), the references to “twenty percent (20%)” in the definition of Takeover Proposal shall be deemed to be references to “fifty percent (50%)”, (2) with respect to a termination pursuant to Section 7.01(c)(i) (failure to comply with Company representations and covenants), such failure resulted from a Willful Breach by the Company and (3) if the purchase price and implied valuation of the Company provided for in such Takeover Proposal described in this clause (B) is consummatedless than that in the Takeover Proposal described in clause (A), then the no Company shall pay to Parent or its designee the Termination Fee concurrently shall be payable under this Section 7.03(a)(i) unless the Takeover Proposal in this clause (B) is with the earlier one or more of the entry into a definitive agreement with respect to, Persons that made the Takeover Proposal described in clause (A) or the consummation of, such Takeover Proposal;one or more of their Affiliates; or (ii) this Agreement is terminated (A) by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii7.01(c)(ii) (Adverse Recommendation Change) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1B) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.01(d)(ii) (entry into a Company Acquisition Agreement); then, in any such event under clause (i) or (ii) of this Section 7.03(a), then the Company shall pay or cause to be paid the Company Termination Fee to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management by wire transfer of the Company, same-day funds so long as Parent has provided the Company Board or a committee thereof, and with wire instructions for such payment (Bx) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingcase of Section 7.03(a)(ii)(A), then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by such termination, (y) in the Company case of documentation supporting Section 7.03(a)(ii)(B), substantially simultaneously with such Expensestermination (and in any event, not later than the next Business Day, provided that such termination will not be effective until the date of such payment), or (z) in the case of Section 7.03(a)(i), within two (2) Business Days after the consummation of the Takeover Proposal referred to in clause (B) thereof; it being understood that in no event shall the Company be required to pay or cause to be paid the Company Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.

Termination Fee. (a) In the event that: (i) (A) a Takeover an Alternative Proposal shall have been made to the Company on or after the date hereof, or shall have been made directly to its shareholders generally on or after the date hereof, or any person shall have publicly announced on or after the date hereof an intention to make a Takeover Proposal (whether or not conditionalconditional or withdrawn) is made to the Company’s shareholdersmake an Alternative Proposal and thereafter, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending), or (2) by Parent pursuant to Section 7.1(c)(i7.1(d)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve and (12C) months after the date of any such termination, the Company enters into a definitive agreement with respect to to, or consummates, a Takeover transaction contemplated by any Alternative Proposal or a Takeover within twelve (12) months of the date this Agreement is terminated; (ii) (A) no Alternative Proposal is consummated, then made to the Company after the date hereof, or made directly to its shareholders generally after the date hereof, and no person shall pay have publicly announced, after the date hereof, an intention (whether or not conditional or withdrawn) to make an Alternative Proposal, (B) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or its designee 7.1(b)(iii), or by Parent pursuant to 7.1(d)(i) and (C) the Termination Fee concurrently with the earlier of the entry Company enters into a definitive agreement with respect to, or consummates, a transaction within twelve (12) months of the consummation of, such Takeover Proposal; (ii) date this Agreement is terminated by Parent pursuant with any person who made or whose Affiliate made an Alternative Proposal prior to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the date hereof to the Company shall pay or directly to Parent its shareholders or its designee who publicly announced prior to the Termination Fee within one (1) Business Day after such terminationdate hereof an intention to make an Alternative Proposal; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii); or (iv) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), or pursuant to Section 7.1(d)(iii); then in any such event under clause (i), (ii), (iii) or (iv) or of this Section 7.2(a), the Company shall pay to Parent or its designee a termination fee of $19,027,627 in cash (the “Company Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholdersFee”), otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Company Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of In the Termination Fee or Expenses shall be made to Parent or its designee event that this Agreement is terminated by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordinglypursuant to Section 7.1(c)(i), if the Company fails promptly to pay any amounts due under this Section 7.3 and7.1(c)(iii) or 7.1(c)(iv), in order to obtain such payment, then Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to the Company a termination fee of $29,900,556 in cash (the “Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%Termination Fee”), together with it being understood that in no event shall the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of be required to pay the Parties hereto acknowledges that the Parent Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 precisionmore than one occasion.

Termination Fee. (a) In the event that: (i) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(i) or (ii) and (1) after the date of this Agreement and prior to or at the time of such termination a Takeover Company Acquisition Proposal or intention shall have been publicly announced and not unconditionally and irrevocably withdrawn prior to make a Takeover Proposal ten (whether or not conditional10) is made business days prior to the date for the Company’s shareholders, otherwise publicly disclosed Stockholder Meeting; and (2) within twelve (12) months of such termination pursuant to Section 7.1(b)(i) or proposed or is communicated to senior management of the Company, (ii) the Company Board either enters into a definitive agreement for or consummates a committee thereof, and Company Acquisition Transaction with any Person or (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(d) then, in each case, the Company shall pay to Parent, in immediately available funds a nonrefundable fee in the amount of $15,000,000 (the “Termination Fee”). Any Termination Fee payable by the Company to Parent pursuant to Section 7.3(b)(i)(A) shall be paid to Parent by the Company at or prior to the earlier of the execution of the agreement providing for the applicable Company Acquisition Transaction or consummation of the applicable Company Acquisition Transaction, as the case may be. Any Termination Fee payable by the Company to Parent pursuant to Section 7.3(b)(i)(B) shall be paid to Parent by the Company within one (1) business day after such termination by Parent. For purposes of this Section 7.3(b)(i) all references to “15%” in the definition of a Company Acquisition Transaction shall be deemed to be “30%”. (ii) If (A) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii(iii) and (1) after the date of this Agreement and prior to or at the time of such termination a time when a Takeover Parent Acquisition Proposal is pending, or shall have been publicly announced and not unconditionally and irrevocably withdrawn prior to ten (10) business days prior to the date for the Parent’s Stockholder Meeting; and (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company termination pursuant to Section 7.1(b)(i) or (iii) Parent either enters into a definitive agreement for or consummates a Parent Acquisition Transaction with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect toany Person, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iiiB) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.1(e), then the Company then, in each case, Parent shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, in immediately available funds, the Termination Fee. Any Termination Fee payable by Parent to the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i7.3(b)(ii)(A) due shall be paid by Parent to the Company’s willful breach Company at or failure prior to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment earlier of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part execution of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and agreement providing for the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, applicable Parent Acquisition Transaction or its designee commences a suit that results in a judgment against the Company for all or a portion consummation of the Termination Fee or the Expenses, the Company shall pay to applicable Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger SubAcquisition Transaction, as the case may be. Any Termination Fee payable by Parent to the Company pursuant to Section 7.3(b)(ii)(B) shall be paid by Parent to the Company within one (1) business day after the date of the notice of termination. For purposes of this Section 7.3(b)(ii), all references to “10%” such termination by the Company. For purposes of this Section 7.3(b)(ii), all references to “15%” in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation definition of the consummation of the transactions contemplated hereby, which amount would otherwise a Parent Acquisition Transaction shall be impossible deemed to calculate with precisionbe “30%”.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(c)(ii) [Superior Proposal] or by Purchaser pursuant to Section 8.1(d)(i) [Willful and Material Breach] or Section 8.1(d)(iii) [Recommendation Withdrawal], then the Company shall, in consideration for the disposition of Parent’s and Purchaser’s rights under this Agreement to (among other things) directly or indirectly acquire the Shares, pay the Termination Fee to Parent (or as directed by Parent) as directed in writing by Parent, at or prior to the time of termination in the case of a termination pursuant to Section 8.1(c)(ii) [Superior Proposal] or within two (2) Business Days following termination of this Agreement in the case of a termination pursuant to Section 8.1(d)(i) [Willful and Material Breach] or Section 8.1(d)(iii) [Recommendation Withdrawal]. (b) In the event that (1) this Agreement is terminated by Purchaser or the Company pursuant to (i) Section 8.1(b)(i) [End Date] or Section 8.1(b)(iii) [No Shareholder Approval] (or is terminated by the Company pursuant to a different section of Section 8.1 at a time when this Agreement was terminable by Purchaser pursuant to Section 8.1(b)(i) [End Date] or Section 8.1(b)(iii) [No Shareholder Approval]), or (ii) is terminated by Purchaser pursuant to Section 8.1(d)(ii) [Company Breach] (or is terminated by the Company pursuant to a different section of Section 8.1 at a time when this Agreement was terminable by Purchaser pursuant to Section 8.1(d)(ii) [Company Breach]) and, (2) at any time after the date hereof and prior to such termination, an Acquisition Proposal shall have been publicly announced or publicly made known and not publicly withdrawn (or in the case of clause (ii) shall have been communicated or made known to the Board and not withdrawn) and, (3) if within twelve (12) months after such termination, the Company or any of its Subsidiaries consummates an Acquisition Proposal, or enters into a definitive agreement with respect to an Acquisition Proposal which is subsequently consummated (regardless of when such Acquisition Proposal is consummated), then, on the date of the consummation of such Acquisition Proposal, the Company shall pay the Termination Fee to Parent (or as directed by Parent) (for purposes of the foregoing clauses (2) and (3), references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”). (c) In the event that this Agreement is terminated by Purchaser or the Company pursuant to Section 8.1(b)(iii) [No Shareholder Approval] (or is terminated by the Company pursuant to a different section of Section 8.1 at a time when this Agreement was terminable by Purchaser pursuant to Section 8.1(b)(iii) [No Shareholder Approval]), then the Company shall pay to Parent (or its designee as directed by Parent) $10,000,000 (the Termination Fee concurrently “Expense Reimbursement”) in respect of expenses incurred by Parent, Purchaser and their respective Affiliates in connection with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to and the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses transactions contemplated hereby without need for supporting documentation within two (2) Business Days after receipt by the Company of documentation supporting following such Expenses; it being understood that in no event termination. Any Expense Reimbursement shall the Company be required to pay the credited against any subsequently payable Termination Fee or, if applicable, the Expenses, on more than one occasionFee. (bd) If applicableAny amount that becomes payable pursuant to Section 8.2(a), payment of the Termination Fee Section 8.2(b) or Expenses Section 8.2(c) shall be made to Parent or its designee paid by wire transfer of same day immediately available funds to the an account designated by Parent or the party entitled to receive such designeepayment. (ce) Each Party hereto agrees of the Company, Parent and Purchaser acknowledges that the agreements contained in this Section 7.3 8.2 are an integral part of the transactions contemplated by this Agreementhereby, and that, without these agreements, Parentneither the Company, Merger Sub and the Company Parent nor Purchaser would not enter have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 are not a penalty. Accordingly, if If the Company fails promptly to pay as directed in writing by Parent any amounts due under to accounts designated by Parent pursuant to this Section 7.3 and, 8.2 within the time periods specified in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expensesthis Section 8.2, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) incurred by Purchaser or Parent in connection with any action, including the filing of any lawsuit, taken to collect payment of such suit. Each amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal plus 5.0%, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment (the Parties hereto acknowledges that obligations in this sentence are referred to collectively as the “Enforcement Expenses”). (f) Notwithstanding anything to the contrary in this Agreement, but except as provided in Section 9.10 with respect to equitable remedies and in Section 8.4, Parent’s right to receive or direct payment of the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as or the case may be, Expense Reimbursement in the circumstances in which such it is payable (and, in the case of the Expense Reimbursement, in the event that the Termination Fee and/or Expensesdoes not become payable pursuant to Section 8.2(b)) and any Enforcement Expenses from the Company pursuant to this Section 8.2 shall be the sole and exclusive remedy available to Parent, Purchaser and their respective Affiliates for money damages against the Company, its Subsidiaries and any of their respective former, current, or future shareholders, directors, officers, Affiliates or agents (collectively, the “Company Related Parties”) with respect to this Agreement, any other Transaction Document and the transactions contemplated hereby and thereby (including for any liabilities and Damages suffered as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation a result of the consummation failure of the transactions contemplated herebyhereby to be consummated under any theory or for any reason), which amount would otherwise be impossible and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to calculate with precisionor arising out of this Agreement, any other Transaction Document and the transactions contemplated hereby and thereby.

Termination Fee. (a) In the event that: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, MDLY will pay to 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 $5,350,000 (the “Termination Fee”). (b) In the event that this Agreement is terminated pursuant to Section 9.1(h) or Section 9.1(i) then, provided that MDLY was not in material breach of its representations, warranties, covenants or agreements hereunder at the time of termination, SIC will pay to MDLY, 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) In the event that (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made prior to the Company’s shareholdersMDLY Stockholder Meeting, a Third Party (the “MDLY Pre-Meeting Offeror”) makes a Competing Proposal to MDLY and/or its stockholders, or such Competing Proposal is otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereofannounced, and in each case such Competing Proposal not withdrawn prior to the MDLY Stockholder Meeting, (Bii) this Agreement is thereafter validly terminated (1) by the Company either SIC or Parent MDLY pursuant to Section 7.1(b)(i9.1(d)(i) or Section 7.1(b)(iii(with respect to the failure to obtain MDLY Stockholder Approval), and (iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after following the date of any such termination, MDLY consummates a Competing Proposal with the Company enters into a definitive agreement MDLY Pre-Meeting Offeror (provided that for purposes of this Section 9.4(c), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed references to “fifty percent (50%)”), MDLY will pay to SIC, as its sole recourse in connection with termination of this Agreement in accordance with Section 9.1(d)(i) (with respect to the failure to obtain MDLY Stockholder Approval), the Termination Fee. (d) In the event that (i) prior to the SIC Stockholder Meeting, a Takeover Third Party (the “SIC Pre-Meeting Offeror”) makes a Competing Proposal to SIC and/or its stockholders, or a Takeover such Competing Proposal is consummatedotherwise publicly announced, then and in each case such Competing Proposal not withdrawn prior to the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect toSIC Stockholder Meeting, or the consummation of, such Takeover Proposal; (ii) this Agreement is validly terminated by Parent either SIC or MDLY pursuant to Section 7.1(c)(ii9.1(d)(i) (with respect to the failure to obtain SIC Stockholder Approval), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; and (iii) within twelve (12) months following the date of such termination, SIC consummates a Competing Proposal with the SIC Pre-Meeting Offeror (provided that for purposes of this Section 9.4(d), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed references to “fifty percent (50%)”), SIC will pay to MDLY, as its sole recourse in connection with termination of this Agreement in accordance with Section 9.1(d)(i) (with respect to the failure to obtain SIC Stockholder Approval), the Termination Fee. (e) The Termination Fee, if applicable, shall be payable (i) no later than two Business Days after the date on which this Agreement is terminated by the Company SIC pursuant to Section 7.1(d)(ii9.1(f) or by MDLY pursuant to Section 9.1(h), then (ii) immediately prior to the Company shall pay time of termination by MDLY pursuant to Parent Section 9.1(g) or its designee by SIC pursuant to Section 9.1(i), (iii) pursuant to Section 9.4(c), within three (3) Business Days of the Termination Fee concurrently date on which MDLY consummates the Competing Proposal with such termination; and the MDLY Pre-Meeting Offeror, and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending9.4(d), then the Company shall pay to Parent or its designee the Expenses within two three (23) Business Days after receipt by of the Company of documentation supporting date on which SIC consummates such Expenses; it being understood Competing Proposal with the SIC Pre-Meeting Offeror. The parties hereto acknowledge and hereby agree that in no event shall the Company any party be required to pay the a Termination Fee or, if applicable, the Expenses, on more than one occasion. (bf) If applicable, payment Each of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. parties hereto acknowledges that (ci) Each Party hereto agrees that the agreements contained in this Section 7.3 9.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expensesii) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are is liquidated damages damages, in a reasonable amount that will compensate Parent and Merger Sub, as the case may beother party, in the circumstances in which such the Termination Fee and/or Expensesis payable, as the case may be, are 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 precisionprecision and (iii) without these agreements, the parties would not enter into this Agreement.

Termination Fee. (a) In the event thatIf this Agreement shall be terminated: (i) by GBDC 3 pursuant to Section 9.1(c)(iv), then, prior to, and as a condition to such termination, GBDC 3 shall cause the third party that made the applicable GBDC 3 Superior Proposal (or its designee) to pay GBDC, subject to applicable Law, a non-refundable fee in an amount equal to $42,000,000 (the “GBDC 3 Termination Fee”) as liquidated damages and full compensation hereunder; or (ii) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by (1) by the Company GBDC or Parent GBDC 3 pursuant to (x) any provision of Section 7.1(b)(i) or Section 7.1(b)(iii) 9.1 at a time when a Takeover Proposal is pendingthe Agreement was terminable by GBDC pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii), (y) Section 9.1(b)(ii) or (z) Section 9.1(b)(iv), or (2) by Parent GBDC pursuant to Section 7.1(c)(i9.1(d)(i) at (solely to the extent that GBDC 3 has committed a time when willful or intentional breach), Section 9.1(d)(ii) or Section 9.1(d)(iii), (B) a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months has been publicly disclosed after the date of any this Agreement and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination pursuant to Section 9.1(b)(ii) or 9.1(d)(i), prior to the Company date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iv) prior to the time of the duly held GBDC 3 Stockholders Meeting, and (C) GBDC 3 enters into a definitive agreement Contract with respect to a such Takeover Proposal or a within 12 months after such termination, and such Takeover Proposal is consummated, then the Company shall pay subsequently consummated (regardless of whether such consummation happens prior to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, following such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii12-month period), Section 7.1(c)(iii) or Section 7.1(c)(iv)then, then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting date that such Expenses; it being understood Takeover Proposal is consummated, GBDC 3 shall cause the third party that in no event shall the Company be required made such Takeover Proposal (or its designee) to pay GBDC, subject to applicable Law, the GBDC 3 Termination Fee as liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.2(a)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” The GBDC 3 Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing to GBDC 3 by GBDC if GBDC shall have furnished to GBDC 3 wire payment instructions prior to the date of payment or, if applicableotherwise, by certified or official bank check. In the event that the GBDC 3 Termination Fee becomes payable and is paid pursuant to this Section 9.2(a), the Expenses, on more than one occasionGBDC 3 Termination Fee shall be GBDC’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement. (b) If applicablethis Agreement shall be terminated: (i) by GBDC pursuant to Section 9.1(d)(iv), payment then, prior to, and as a condition to such termination, GBDC shall cause the third party that made the applicable GBDC Superior Proposal (or its designee) to pay GBDC 3, subject to applicable Law, a non-refundable fee in an amount equal to $76,000,000 (the “GBDC Termination Fee”) as liquidated damages and full compensation hereunder; or (ii) (A) by (1) GBDC or GBDC 3 pursuant to (x) any provision of Section 9.1 at a time when the Agreement was terminable by GBDC pursuant to Section 9.1(c)(ii) or Section 9.1(c)(iii), (y) to Section 9.1(b)(ii) or (z) Section 9.1(b)(iii) or (2) GBDC 3 pursuant to Section 9.1(c)(i) (solely to the extent that GBDC has committed a willful or intentional breach), Section 9.1(c)(ii) or Section 9.1(c)(iii), (B) a Takeover Proposal has been publicly disclosed after the date of this Agreement and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination pursuant to Section 9.1(b)(ii) and Section 9.1(c)(i), prior to the date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iii), prior to the time of the duly held GBDC Stockholders Meeting, and (C) GBDC enters into a definitive Contract with respect to such Takeover Proposal within 12 months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such 12-month period), then, within two (2) Business Days after the date that such Takeover Proposal is consummated, GBDC shall cause the third party that made such Takeover Proposal (or its designee) to pay GBDC 3, subject to applicable Law, the GBDC Termination Fee or Expenses as liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.2(b)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” The GBDC Termination Fee shall be made to Parent or its designee paid by wire transfer of same day immediately available funds to the an account designated in writing to GBDC by Parent GBDC 3 if GBDC 3 shall have furnished to GBDC wire payment instructions prior to the date of payment or, otherwise, by certified or such designeeofficial bank check. In the event that the GBDC Termination Fee becomes payable and is paid pursuant to this Section 9.2(b), the GBDC Termination Fee shall be GBDC 3’s sole and exclusive remedy for monetary damages under this Agreement. (c) Each Party hereto agrees The parties acknowledge that the agreements contained in this Section 7.3 9.2 are an integral part of the transactions contemplated by Transactions, that without these agreements each party would not have entered into this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would that any amounts payable pursuant to this Section 9.2 do not enter into this Agreementconstitute a penalty. Accordingly, if the Company If GBDC fails promptly to pay any amounts due under to GBDC 3 pursuant to this Section 7.3 and9.2 within the time periods specified in this Section 9.2 or GBDC 3 fails to pay GBDC any amounts due to GBDC pursuant to this Section 9.2 within the time periods specified in this Section 9.2, GBDC or GBDC 3, as applicable, shall pay reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by GBDC 3 or GBDC, as applicable, in order connection with any action, including the filing of any lawsuit, taken to obtain collect payment of such paymentamounts, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee together with interest on such unpaid amounts from the date payment of such amounts was due to the date of actual payment at the prime lending rate of the Bank of New York in effect on the date such payment was due plus one percent as published in The Wall Street Journal (1%or any successor publication thereto), together with calculated on a daily basis from the costs and expenses date such amounts were required to be paid until the date of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 precisionactual payment.

Termination Fee. (ai) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) that this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending8.1(c)(ii), then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay or cause to be paid to or as directed by Parent a fee equal to 3.75% of the aggregate equity value of the Transaction as of the date hereof (the “Termination Fee”), by wire transfer of immediately available funds to an account or its designee the Termination Fee accounts designated in writing by Parent, prior to or substantially concurrently with the earlier termination of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;this Agreement. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(d)(ii), the Company shall pay or cause to be paid to or as directed by Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, prior to or substantially concurrent with the termination of this Agreement. (iii) In the event that (A) (x) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(b)(iii), (y) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(a), Section 8.1(b)(i) or Section 8.1(b)(ii) without the Company Shareholder Approval having been obtained (and all other conditions set forth in Section 7.2 and Section 7.3 have been satisfied or were capable of being satisfied prior to such termination) or (z) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.1(c)(i) as a result of the Company’s fraud or willful and material breach of any provision of this Agreement and without the Company Shareholder Approval having been obtained (and all other conditions set forth in Section 7.2 have been satisfied or were capable of being satisfied prior to such termination), Section 7.1(c)(iiiand (B) an Acquisition Proposal shall have been made known to senior management of the Company or Section 7.1(c)(ivshall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn by a date that is at least fifteen (15) Business Days prior to the Company Shareholder Meeting and (C) within twelve (12) months of the termination of this Agreement, 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 in clause (B) hereof), then the Company shall shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay or cause to be paid to or as directed by Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii)Fee, then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day immediately available funds to the an account or accounts designated in writing by Parent or such designee. (c) Each Party hereto agrees Parent; provided, that the agreements contained in for purposes of this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%8.3(d)(iii), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, all references in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation definition of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible Acquisition Proposal to calculate with precision“25%” shall instead refer to “50%”.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention The parties hereto agree that if this Agreement is terminated pursuant to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholderscertain terms and conditions, otherwise publicly disclosed or proposed or is communicated to senior management of the Companyas set forth below, the Company Board shall reimburse Metaplanet (or a committee thereofits designee) for all reasonable and documented costs and expenses (including, without limitation, attorney, auditor and advisor fees and disbursements) incurred by Metaplanet, Metaplanet Parent or any of their respective representatives or Affiliates in connection with, or arising out of, or relating to the negotiation, preparation and execution of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby (Bcollectively, the “Termination Fee”). (b) The parties hereto agree that if this Agreement is terminated by Metaplanet pursuant to Section 6.1(e), then the Company shall pay to Metaplanet within ten (10) Business Days thereafter the Termination Fee. (c) The parties hereto agree that if (i) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i6.1(b), Section 6.1(d) or Section 7.1(b)(iii6.1(g), (ii) at after the date hereof and prior to the date of the Company Meeting (in the case of a time when a Takeover Proposal is pending, or (2) by Parent termination pursuant to Section 7.1(c)(i6.1(b)) at a time when a Takeover or prior to such termination (in the case of termination pursuant to Section 6.1(d) or Section 6.1(g)), an Alternative Proposal is pending, then if, concurrently with or within twelve (12) months after has been publicly announced and not withdrawn before the date such meeting is held (unless it is adjourned) (in the case of any a termination pursuant to Section 6.1(b)) or prior to such termination, termination (in the case of a termination pursuant to Section 6.1(d) or Section 6.1(g)) or (iii) the Company enters into a definitive agreement with respect to a Takeover an Alternative Proposal or a Takeover Proposal an Alternative Transaction is consummatedconsummated within twelve (12) months after such termination, then the Company shall pay to Parent or its designee the Termination Fee concurrently with to Metaplanet, no later than ten (10) Business Days after the earlier of the entry into a such definitive agreement with respect to, to an Alternative Proposal or the consummation of, of such Takeover Proposal; (ii) Alternative Transaction. For purposes of this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii6.3(c), “Alternative Proposal” shall have the meaning assigned to such term in Section 7.1(c)(iii) or Section 7.1(c)(iv1.1, except that the references to “twenty percent (20%), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses ” shall be made deemed to Parent or its designee by wire transfer of same day funds be references to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one “fifty percent (150%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.”

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) If this Agreement is thereafter terminated (1) by Parent or the Company or Parent pursuant to Section 7.1(b)(i9.01(c) or Section 7.1(b)(iii9.01(d) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i9.01(e)(ii) or Section 9.01(e)(iii), and (A) at or prior to the time of such termination a time when Company Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made or, in the case of a Takeover Proposal is pendingtermination pursuant to Section 9.01(c), then ifSection 9.01(e)(ii) or Section 9.01(e)(iii), concurrently with shall have been received by the Company or any of its Representatives; and (B) within twelve (12) 12 months after the date of any such termination, the Company enters or any of its Affiliates shall have entered into a definitive agreement with respect to a Takeover any Company Acquisition Proposal or a Takeover any Company Acquisition Proposal is consummated, then consummated (regardless of whether it is the same Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Acquisition Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay pay, or cause to be paid, to Parent, in cash at the earlier of such time as such agreement is entered into or such transaction is consummated, a non-refundable fee in the amount of the Company Termination Fee; provided, however, for purposes of clause (B) above, all references to “15% or more” in the definition of Company Acquisition Proposal shall be deemed to be references to “more than 50%”. (b) If this Agreement is terminated by: (i) Parent pursuant to Section 9.01(e)(i); (ii) by the Company pursuant to Section 9.01(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 its designee (iii) of this Section 9.03(b), the Company Termination Fee shall be paid by or on behalf of the Company within two (2) Business Days after such termination; 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 termination of the Investment Agreement pursuant to Section 10.01(d) thereof if, following the date hereof, an Infiniti Adverse Recommendation Change is made under the Investment Agreement and remains in effect until the time of the Infiniti Stockholders’ Meeting or (iii) by the Company or Parent pursuant to Section 9.01(i) as a result of the termination of the Investment Agreement pursuant to Section 10.01(e), then Parent and Infiniti, severally and jointly, shall pay, or cause to be paid, to the Company a non-refundable fee in the amount of the Parent Termination Fee. The Parent Termination Fee shall be 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) this Agreement is terminated by the Company any amount payable pursuant to this Section 7.1(d)(ii9.03 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), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal case of Section 9.03(c), in the circumstances in which such amount is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood payable. The Parties acknowledge and agree that in no event shall the Company be required to pay the Company Termination Fee or, if applicable, on more than one occasion and in no event shall Parent or Infiniti be required to pay the Expenses, Parent Termination Fee on more than one occasion. (b) . If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay when due any amounts due amount payable under this Section 7.3 and9.03, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against then: (A) the Company shall reimburse Parent for all or a portion costs and expenses (including fees and disbursements of counsel) incurred in connection with the Termination Fee or collection of such overdue amount and the Expenses, 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 or its designee interest on such amounts from overdue amount (for the period commencing as of the date payment of such amounts overdue amount was due originally required to the date of actual payment at the prime rate of the Bank of New York in effect be paid and ending on the date such payment overdue amount is actually paid to Parent 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). If neither Parent nor Infiniti pays when due plus one percent any amount payable under this Section 9.03, then: (1%)x) Parent and Infiniti, together with 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 reasonable legal fees 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 expenses(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 connection 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 such suit. Each 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 Parties hereto acknowledges that 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 is not a penaltyin accordance with this Section 9.03, but rather are liquidated damages in a reasonable amount that will compensate Parent and none of Parent, Infiniti, Holdco or Merger Sub, as Sub or any of their respective Affiliates or Representatives shall have any further liability or obligation to the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating Company relating to or arising out of 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 precisionAgreement.

Termination Fee. (a) Except as otherwise set forth in this Section 9.3, all costs and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such costs or expenses, whether or not the Transactions are consummated. (b) In the event that: (i) (A) a Takeover an Acquisition Proposal shall have been made to the Company or shall have been made directly to the Stockholders generally or any Person shall have publicly announced an intention to make a Takeover an Acquisition Proposal and thereafter, (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (BA) this Agreement is thereafter terminated (1I) by the Company or Parent pursuant to Section 7.1(b)(i9.1(b)(i) or Section 7.1(b)(iii9.1(b)(iii) at a time when a Takeover Proposal is pending, or (2II) by Parent pursuant to Section 7.1(c)(i9.1(c)(iii) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve and (12B) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry Subsidiary enters into a definitive agreement with respect to, recommends to its stockholders, or consummates a transaction contemplated by, any Acquisition Proposal (replacing “15%” in the consummation of, such Takeover Proposaldefinition thereof with “50%”) within 12 months of the date this Agreement is terminated; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii9.1(c)(i) or Section 7.1(c)(iv), then 9.1(c)(ii) (or by Parent or the Company shall pay pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii) or by Parent pursuant to Section 9.1(c)(iii) following any time at which Parent was entitled to terminate this Agreement pursuant to Section 9.1(c)(i) or its designee the Termination Fee within one (1) Business Day after such termination;Section 9.1(c)(ii)); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.1(d)(i); then, in any such event under clause (i), then (ii) or (iii) of this Section 9.3(b), the Company shall pay to Parent or its designee Parent, in cash at the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth time specified in the Agreement at next sentence, a time when a Takeover Proposal is pending, then nonrefundable termination fee of $80 million (the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the “Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, Fee”). Any payment of the Termination Fee or Expenses required to be made pursuant to (1) Section 9.3(b)(i) shall be made to Parent or its designee within two Business Days of the occurrence of the applicable event described in clause (B) of Section 9.3(b)(i); (2) Section 9.3(b)(ii) shall be made to Parent within two Business Days after termination of this Agreement by Parent as set forth in Section 9.3(b)(ii) and (3) Section 9.3(b)(iii) shall be made to Parent immediately prior to and as a condition to such termination of this Agreement by the Company as set forth in Section 9.3(b)(iii). All payments under this Section 9.3(b) shall be made by wire transfer of same day immediately available funds to the an account to be designated by Parent Parent. For the avoidance of doubt, the Termination Fee under this Section 9.3 shall be payable only once and not in duplication even though the Termination Fee may be payable under one or such designeemore provisions hereof. (c) Each Party hereto agrees The Company acknowledges that the agreements contained in this Section 7.3 9.3(b) are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these those agreements, Parent, Parent and Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay make payment of any amounts due amount payable under this Section 7.3 and, 9.3(b) within the applicable time period specified in order to obtain such payment, Section 9.3(b) and Parent or its designee commences a suit Proceeding to collect such amount that results in a judgment against the Company for all or a portion of the Termination Fee or the ExpensesCompany, the Company shall reimburse Parent for its reasonable fees and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Proceeding and shall pay to Parent or its designee interest on such amounts from the date payment amount of such amounts was due to the date of actual payment at the prime rate of the Bank of New York as published in The Wall Street Journal in effect on the date such payment the amount was due plus one percent (1%payable pursuant to Section 9.3(b), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and interest to accrue beginning on the expectation date such amount first was payable pursuant to Section 9.3(b) to the date of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precisionpayment.

Termination Fee. (a) In the event that: (i) this Agreement is terminated by either Parent or the Company pursuant to Section 8.01(b)(i), and (A) a Takeover Proposal or intention vote to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, obtain the Company Board or a committee thereofStockholder Approval has not been held, and (B) after the date of this Agreement is thereafter terminated (1) by Agreement, a Company Takeover Proposal shall have been made or communicated to the Company or Parent pursuant shall have been made directly to Section 7.1(b)(i) or Section 7.1(b)(iii) the stockholders of the Company generally (and at a time when a least one such Company Takeover Proposal is pending, or shall not have been withdrawn prior to the event giving rise to the right of termination under Section 8.01(b)(i)) and (2C) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into shall have reached a definitive agreement with respect to a Takeover Proposal consummate, or a Takeover Proposal is shall have consummated, then the a Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(c)(ii8.01(b)(iii) and (A) after the date of this Agreement, a 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 (and at least one such Company Takeover Proposal shall not have been withdrawn prior to the event giving rise to the right of termination under Section 8.01(b)(iii)) and (B) within twelve (12) months after such termination, Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay have reached a definitive agreement to Parent consummate, or its designee the Termination Fee within one (1) Business Day after such terminationshall have consummated, a Company Takeover Proposal; (iii) this Agreement is terminated by the Company Parent pursuant to Section 7.1(d)(ii8.01(c) and (A) after the date of this Agreement, a 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 and (B) within twelve (12) months after such termination, the Company shall have reached a definitive agreement to consummate, or shall have consummated, a Company Takeover Proposal; or (iv) this Agreement is terminated by Parent pursuant to Section 8.01(e), then the Company shall (1) in the case of a Termination Fee payable pursuant to clauses (i), (ii) or (iii) of this Section 8.02(a), upon the earlier of the date of such definitive agreement and such consummation of a Company Takeover Proposal or (2) in the case of a Termination Fee payable pursuant to this clause (iv) of this Section 8.02(a), on the date of such termination, pay Parent a fee equal to Parent or its designee $2,152,141 (the “Termination Fee”) by wire transfer of same-day funds. Notwithstanding the foregoing sentence, in the event that the Company proposes to terminate this Agreement at a time when the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Companypayable, the Company Board shall pay Parent the Termination Fee as described above prior to such termination by the Company. Notwithstanding the foregoing in Section 8.02(a)(i) or Section 8.02(a)(ii), if a committee thereofTermination Fee would have been payable under Section 8.02(a)(i) or Section 8.02(a)(ii) but for the fact that the person (or any of its Affiliates) with whom the Company shall have reached a definitive agreement to consummate, and or shall have consummated, a Company Takeover Proposal within twelve (B12) months after termination of this Agreement is thereafter terminated withdrew a Company Takeover Proposal prior to the event giving rise to the right of termination of this Agreement under Section 8.01(b)(i) or Section 8.01(b)(iii), then the Company shall upon the earlier of such definitive agreement and such consummation of a Company Takeover Proposal pay Parent the Termination Fee by Parent wire transfer of same-day funds. In the case of a Termination Fee payable pursuant to clause (iii) of this Section 7.1(c)(i8.02(a), the parties hereby agree that the Termination Fee (including the right to receive such fee or the payment of such fee) due shall not limit in any respect any rights or remedies available to the Company’s Parent and Merger Sub relating to any willful breach or failure to perform any of its covenants representation, warranty, covenant or agreements agreement set forth in this Agreement resulting, directly or indirectly, in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay right to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay receive the Termination Fee or, if applicable, the Expenses, on more than one occasionFee. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto The Company acknowledges and agrees that the agreements contained in this Section 7.3 8.02(a) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company Parent would not enter into this Agreement. Accordingly, if If the Company fails promptly to pay any amounts the amount due under this pursuant to Section 7.3 8.02(a), and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the ExpensesFee, the Company shall pay to Parent or its designee reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on such amounts the amount of the Termination Fee from the date such payment of such amounts was due required to be made until the date of actual payment at the prime rate of the Bank of New York Citibank, N.A. in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 required to be impossible to calculate with precisionmade.

Termination Fee. (a) In the event that: (i) If this Agreement is terminated by the Company pursuant to Section 8.1(d) at a time when Parent would be permitted to terminate this Agreement pursuant to Section 8.1(g)(ii) or by Parent pursuant to Section 8.1(g)(ii) and (A) a Takeover at any time on or after the date of this Agreement and prior to such termination an Acquisition Proposal or intention to make a Takeover Proposal (whether or not conditional) is shall have been made to the Company’s shareholdersCompany Board of Directors or the Company or publicly announced or publicly known and, otherwise publicly disclosed or proposed or is communicated to senior management in either case, not withdrawn at the time of the Company, the Company Board or a committee thereofStockholders Meeting, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, (x) the Company enters into a definitive agreement with respect to a Takeover providing for an Acquisition Proposal or a Takeover (y) any Acquisition Proposal is consummated, then the Company shall pay to Parent or its designee a fee of $150,000,000 in cash (the “Termination Fee concurrently with the earlier Fee”) within two (2) Business Days following either of the entry into a definitive agreement with respect to, events set forth in clauses (x) or the consummation of, such Takeover Proposal;(y) above occurring. (ii) If Parent terminates this Agreement pursuant to Section 8.1(g)(i), then within two (2) Business Days after such termination, the Company shall pay to Parent the Termination Fee. (iii) If the Company terminates this Agreement pursuant to Section 8.1(j), substantially concurrently with or prior to (and as a condition to) such termination, the Company shall pay or cause to be paid to Parent the Termination Fee. (iv) If the Company or Parent terminates this Agreement pursuant to Section 8.1(e) during a time which Parent is entitled to terminate this Agreement pursuant to Section 8.1(g)(i), the Company shall pay or cause to be paid to Parent the Termination Fee. (v) If this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), 8.1(d) at a time when the Company would be permitted to terminate this Agreement pursuant to Section 7.1(c)(iii8.1(h)(ii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv8.1(h)(ii) and (A) at any time on or after the date of this Agreement and prior to such termination a Takeover Parent Acquisition Proposal or intention to make a Takeover Proposal (whether or not conditional) is shall have been made to the Company’s shareholdersParent Board of Directors or Parent or publicly announced or publicly known and, otherwise publicly disclosed or proposed or is communicated to senior management in either case, not withdrawn at the time of the Company, the Company Board or a committee thereofParent Shareholders Meeting, and (B) within twelve (12) months after the date of such termination, (x) Parent enters into a definitive agreement providing for a Parent Acquisition Proposal or (y) any Parent Acquisition Proposal is consummated, then Parent shall pay the Company a fee of $300,000,000 in cash (the “Parent Termination Fee”) within two (2) Business Days following either of the events set forth in clauses (x) or (y) above occurring. (vi) If Company terminates this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending8.1(h)(i), then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt such termination, Parent shall pay to the Company the Parent Termination Fee. (vii) If Parent terminates this Agreement pursuant to Section 8.1(k), substantially concurrently with or prior to (and as a condition to) such termination, Parent shall pay or cause to be paid to the Company the Parent Termination Fee. (viii) If the Company or Parent terminates this Agreement pursuant to Section 8.1(f) during a time which the Company is entitled to terminate this Agreement pursuant to Section 8.1(h)(i), Parent shall pay or cause to be paid to the Company the Parent Termination Fee. (ix) In the event any amount is payable by the Company or Parent pursuant to the preceding clauses (i) through (viii), such amount shall be paid by wire transfer of documentation supporting immediately available funds to an account designated in writing by the Party to whom such Expenses; it being understood that amount is owed. Such Party shall promptly provide wire transfer instructions in writing to the other Party upon request (and in any event with sufficient time to allow the other Party to pay or cause to be paid to the first Party any Termination Fee or Parent Termination Fee, as applicable, payable hereunder within the time periods required by this Section 8.2(b)). For the avoidance of doubt, in no event shall the Company or Parent be required obligated to pay the Termination Fee orFee, if Parent Termination Fee, Company Expenses or Parent Expenses, as applicable, the Expenses, on more than one occasion. (bx) Solely for purposes of Section 8.2(b)(i) and Section 8.2(b)(v), the term “Acquisition Proposal” and “Parent Acquisition Proposal” shall have the meaning assigned to such term in Annex A, except that all references to “twenty-five percent (25%)” therein shall be deemed to be references to “fifty percent (50%).” (xi) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated this Agreement is terminated (i) by Parent or such designee. the Company pursuant to Section 8.1(d) at a time when all the conditions set forth in Section 7.3 have been satisfied or waived and at a time when Parent is entitled to terminate this Agreement pursuant to Section 8.1(c), (cii) Each Party hereto agrees that by Parent pursuant to Section 8.1(c) or (iii) by Parent or the agreements contained Company pursuant to Section 8.1(e) and in the case of clause (i), (ii) or (iii) a Termination Fee is not otherwise payable by the Company pursuant to this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses8.2(b) in connection with such suittermination, then the Company shall promptly, but in no event later than one (1) Business Day after delivery to the Company of a notice of demand for payment for all expenses of Parent or Merger Sub incurred in connection with the Transactions, pay Parent an amount equal to the Parent Expenses. Each Any amount paid pursuant to this Section 8.2(b)(xi) may be deducted from any amount that is subsequently paid under Section 8.2(b)(i). (xii) If this Agreement is terminated (i) by Parent or the Company pursuant to Section 8.1(d) at a time when all the conditions set forth in Section 7.2 have been satisfied or waived and at a time when the Company is entitled to terminate this Agreement pursuant to Section 8.1(b), (ii) by the Company pursuant to Section 8.1(b) or (iii) by the Company or Parent pursuant to Section 8.1(f) and in the case of the Parties hereto acknowledges that the clause (i), (ii) or (iii) a Parent Termination Fee is not a penaltyotherwise payable by Parent pursuant to this Section 8.2(b) in connection with such termination, then Parent shall promptly, but rather are liquidated damages in no event later than one (1) Business Day after delivery to Parent of a reasonable notice of demand for payment for all expenses of the Company incurred in connection with the Transactions, pay the Company an amount equal to the Company Expenses. Any amount paid pursuant to this Section 8.2(b)(xii) may be deducted from any amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 precisionis subsequently paid under Section 8.2(b)(v).

Termination Fee. (a) In If, but only if, the event thatAgreement is terminated: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by either the Company or Parent pursuant to Section 7.1(b)(i8.1(b)(i) or Section 7.1(b)(iii8.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i8.1(d)(i) at and (A) in the case of a time when termination pursuant to Section 8.1(b)(i), the Parent Stockholder Approval shall have been obtained and the Company Stockholder Approval shall not have been obtained prior to such termination, (B) in any such case the Company (x) receives or has received a Takeover Company Acquisition Proposal is pendingafter the date of this Agreement, then if, concurrently with or which proposal has been publicly announced and (y) within twelve (12) months after of the date termination of any such terminationthis Agreement, the Company enters into consummates a transaction regarding, or executes a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal which is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement later consummated with respect to, or a Company Acquisition Proposal, and (C) in the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent case of termination pursuant to Section 7.1(c)(ii8.1(b)(iii), Section 7.1(c)(iii) such Company Acquisition Proposal has been withdrawn prior to the date of the Company Stockholder Meeting (or Section 7.1(c)(ivany adjournment thereof), then the Company shall pay pay, or cause to be paid, to Parent or its designee a fee equal to $51,000,000 (the “Termination Fee within one Fee”) plus, if not previously paid pursuant to Section 8.3(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 8.3(a)(i), the references to “twenty percent (1) Business Day after such termination20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; (iiiii) this Agreement is terminated by either the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending8.1(b)(iii), then the Company shall pay pay, or cause to be paid, to Parent or its designee the Expenses Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (iii) by either the Company or Parent pursuant to Section 8.1(b)(iv), then Parent shall pay, or cause to be paid, to the Company the Expense Amount (by wire transfer to an account designated by the Company) within two (2) Business Days of such termination; or (iv) by either the Company or Parent pursuant to Section 8.1(b)(iii), and the Company receives or has received a Company Acquisition Proposal after receipt the date of this Agreement, which proposal has been publicly announced and not withdrawn prior to the date of the Company Stockholder Meeting and the Company Board did not make an Adverse Recommendation Change, if the Company subsequently enters into an acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement or other similar definitive agreement with respect to a Company Acquisition Proposal within twelve (12) months of the termination of this Agreement, the Company shall pay, or cause to be paid, to Parent the Termination Fee plus, if not previously paid pursuant to Section 8.3(a)(ii) above, the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of entering into any such definitive agreement; provided, however, that for purposes of this Section 8.3(a)(iv), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; or (v) 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 documentation supporting same day funds to an account designated by Parent as a condition to the effectiveness of such Expensestermination; it being understood that or (vi) 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) under no event circumstances shall the Company or Parent be required to pay the Termination Fee oror Expense Amount, if as applicable, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the Expensesparty entitled to payment; and (ii) under no circumstances shall the Company or Parent be required to pay the Termination Fee or Expense Amount, as applicable, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party of the parties hereto agrees acknowledges that (i) the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of (ii) the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee Payment is not a penalty, but rather are is liquidated damages damages, in a reasonable amount that will compensate Parent and Merger Subthe Company or Parent, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, either the Company or Parent, as the case may be, commences a suit that results in a judgment against the other party for the payment of any amount set forth in this Section 8.3, such paying party shall pay the other party its costs and Expenses in connection with such suit, together with interest on such amount at the annual rate of 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. (i) If one party to this Agreement (the “Termination Fee Payor”) is required to pay another party to this Agreement (the “Termination Fee Payee”) a Termination Payment, such Termination Payment shall be paid into escrow on the date such payment is required to be paid by the Termination Fee Payor pursuant to this Agreement by wire transfer of immediately available funds to an escrow account designated in accordance with this Section 8.3(d). In the event that the Termination Fee Payor is obligated to pay the Termination Fee Payee the Termination Payment, the amount payable to the Termination Fee Payee in any tax year of the Termination Fee Payee shall not exceed the lesser of (i) the Termination Payment of the Termination Fee Payee, and (ii) the sum of (A) the maximum amount that can be paid to the Termination Fee Payee without causing the Termination Fee Payee to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”) and the Termination Fee Payee 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 the Termination Fee Payee’s independent accountants, plus (B) in the event the Termination Fee Payee receives either (x) a letter from the Termination Fee Payee’s counsel indicating that the Termination Fee Payee has received a ruling from the IRS as described below in this Section 8.3(d) or (y) an opinion from the Termination Fee Payee’s outside counsel as described below in this Section 8.3(d), an amount equal to the excess of the Termination Payment less the amount payable under clause (A) above. (ii) To secure the Termination Fee Payor’s obligation to pay these amounts, the Termination Fee Payor shall deposit into escrow an amount in cash equal to the Termination Payment with an escrow agent selected by the Termination Fee Payor on such terms (subject to this Section 8.3(d)) as shall be mutually agreed upon by the Termination Fee Payor, the Termination Fee Payee and the escrow agent. The payment or deposit into escrow of the Termination Payment pursuant to this Section 8.3(d) shall be made at the time the Termination Fee Payor is obligated to pay the Termination Fee Payee such amount pursuant to Section 8.3 by wire transfer. The escrow agreement shall provide that the Termination Payment in escrow or any portion thereof shall not be released to the Termination Fee Payee unless the escrow agent receives any one or combination of the following: (i) a letter from the Termination Fee Payee’s independent accountants indicating the maximum amount that can be paid by the escrow agent to the Termination Fee Payee without causing the Termination Fee Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income and the Termination Fee Payee 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 the Termination Fee Payee, or (ii) a letter from the Termination Fee Payee’s counsel indicating that (A) the Termination Fee Payee received a ruling from the IRS holding that the receipt by the Termination Fee Payee of the Termination Payment would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code or (B) the Termination Fee Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Termination Fee Payee of the Termination Payment 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 the Termination Fee Payee. The Termination Fee Payor agrees to amend this Section 8.3(d) at the reasonable request of the Termination Fee Payee in order to (i) maximize the portion of the Termination Payment that may be distributed to the Termination Fee Payee hereunder without causing the Termination Fee Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (ii) improve the Termination Fee Payee’s chances of securing a favorable ruling described in this Section 8.3(d) or (iii) assist the Termination Fee Payee in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.3(d). Any amount of the Termination Payment that remains unpaid as of the end of a taxable year shall be paid as soon as possible during the following taxable year, subject to the foregoing limitations of this Section 8.3(d), provided that the obligation of the Termination Fee Payor to pay the unpaid portion of the Termination Payment shall terminate on the December 31 following the date which is five (5) years from the date of this Agreement.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its shareholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholdersand thereafter, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii), and (C) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to or consummates a transaction contemplated by such Takeover Proposal or a any other Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier within twelve (12) months of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposaldate this Agreement is terminated; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii)7.1(c)(i) and the Company’s breach or failure triggering such termination shall have been a material and willful breach of, or failure to comply with, the Company’s obligations under Section 7.1(c)(iii) 5.1 or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination5.3; (iii) (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its shareholders 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) in circumstances not covered by Section 7.3(a)(ii), and the Company’s breach or failure triggering such termination shall have been willful, and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by such Takeover Proposal or any other Takeover Proposal within twelve (12) months of the date this Agreement is terminated; (iv) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (v) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then in any such event under clause (i), then (ii), (iii), (iv) or (v) of this Section 7.3(a), the Company shall pay to Parent or its designee a termination fee of thirty-one million dollars ($31,000,000) in cash (the “Termination Fee concurrently with such termination; andFee”). (ivb) (AAny payment required to be made pursuant to Sections 7.3(a)(i) or 7.3(a)(iii) shall be made to Parent promptly following the earlier of the execution of a Takeover Proposal definitive agreement with respect to, or intention to make the consummation of, any transaction contemplated by a Takeover Proposal (whether or and in any event not conditionallater than two (2) is business days after delivery to the Company of notice of demand for payment); any payment required to be made pursuant to Section 7.3(a)(iv) shall be made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated Parent promptly following termination of this Agreement by Parent pursuant to senior management of the Company, Section 7.1(c)(ii) (and in any event not later than two (2) business days after delivery to the Company Board or a committee thereof, and (Bof notice of demand for payment); any payment required to be made pursuant to Section 7.3(a)(ii) shall be made to Parent promptly following termination of this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within circumstances described in Section 7.3(a)(ii) (and in any event not later than two (2) Business Days business days after receipt by delivery to the Company of documentation supporting notice of demand for payment). All such Expenses; it being understood payments shall be made by wire transfer of immediately available funds to an account to be designated by Parent’ and any payment required to be made pursuant to Section 7.3(a)(v) shall be made to Parent prior to, and as a condition precedent to the effectiveness of, such termination by the Company. (c) In the event that in no event shall the Company be required shall fail to pay the Termination Fee orrequired 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 PNC Bank in the City of Pittsburgh from time to time during such period, as such bank’s Prime Lending Rate plus 5%. In addition, if applicablethe Company shall fail to pay such fee when due, the Expenses, on more than one occasion. Company shall also pay to Parent all of Parent’s costs and expenses (bincluding attorneys’ fees) If applicable, payment of in connection with efforts to collect such fee. The Company acknowledges that the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer and the other provisions of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, Parent, Merger Sub and the Company Parent would not enter into this Agreement. AccordinglyThe parties acknowledge and agree that in the event of a breach of this Agreement, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion payment of the Termination Fee shall not constitute the exclusive remedy available to Parent, and that Parent shall be entitled to the remedies set forth in Section 8.8, including injunction and specific performance, and all additional and other remedies available at law or in equity to which Parent may be entitled; provided, however, that, in the Expensesevent that the Termination Fee becomes payable and is paid by the Company pursuant to this Section 7.3, the Termination Fee shall be Parent’s, Merger Sub’s and Merger Sub 2’s sole and exclusive remedy under this Agreement. (d) Notwithstanding anything to the contrary contained herein, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due be obligated, subject to the date terms of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus this Section 7.3, to pay only one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 precisionFee.

Termination Fee. (a) In the event that: If (i) the Company (A) a Takeover receives an Alternative Proposal or intention to make a Takeover Proposal (whether or not conditional) is made after the date of this Agreement and prior to the Company’s shareholders, otherwise publicly disclosed or proposed or is termination of this Agreement that has been communicated to senior management of the Company, Company or the Company Board or a committee thereofthat has been publicly disclosed and has not been terminated or withdrawn, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending8.1(b)(ii), or (2) by Parent pursuant to Section 7.1(c)(iSections 8.1(e)(i) at a time when a Takeover Proposal is pendingor 8.1(e)(ii), then if, concurrently with or and (C) within twelve one (121) months after year from the date of any such terminationtermination of this Agreement, the Company enters into a definitive agreement with respect consummates such Alternative Proposal; provided, that, for purposes of this Section 8.3(a)(i), “Alternative Proposal” shall have the meaning ascribed in Section 1.1 except that references to a Takeover Proposal or a Takeover Proposal is consummated, then the Company “20%” shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; be replaced by “50%”; (ii) the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.1(c), or (iii) Parent terminates this Agreement pursuant to Section 7.1(c)(iii8.1(e)(iv) or Section 7.1(c)(iv8.1(f), then the Company shall pay to Parent or its designee the amount of $4,000,000 in cash (the “Termination Fee”) pursuant to Section 8.3(b) below. (b) The Company shall pay the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated to Parent, by the Company pursuant to Section 7.1(d)(ii)wire transfer of same day funds, then the Company shall pay to Parent at or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made prior to the Company’s shareholderstime of termination, otherwise publicly disclosed or proposed or is communicated to senior management in the case of such termination by the Company, the Company Board or a committee thereof, as promptly as practicable (and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform in any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses event within two (2) Business Days after of receipt of Parent’s termination notice pursuant to Section 8.2), in the case of such termination by Parent. Except to the extent required by applicable Law, the Company shall not withhold any withholding Taxes from any payment made pursuant to this Section 8.3. Notwithstanding any provision of documentation supporting such Expenses; it being understood this Agreement to the contrary, Parent and Purchaser agree that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (bi) If applicable, payment of the Termination Fee or Expenses Fee, if such payment is payable and actually paid, shall be made to the sole and exclusive remedy of Parent or its designee by wire transfer of same day funds to and Purchaser against the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part Company, any of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub Company Subsidiaries or any of the Company’s and the Company would not enter into this Agreement. AccordinglySubsidiaries’ respective former, if current or future Representatives, stockholders or Affiliates for monetary damages and (ii) none of the Company, any of the Company fails promptly to pay Subsidiaries or any amounts due under this Section 7.3 andof the Company’s and the Company Subsidiaries’ respective former, current or future Representatives, stockholders or Affiliates shall have any liability or obligation, in order any such case (clause (i) or (ii)) relating to, arising out of or with respect to obtain this Agreement or any of the Transactions (whether relating to, arising out of or with respect to any matter(s) forming the basis for such paymenttermination or otherwise), Parent in each case, other than in the event of fraud or its designee commences a willful misconduct. Without limitation of the foregoing, none of Parent, Purchaser, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any proceeding, claim, suit that results in a judgment against or action against, or seek damages from, the Company, any of the Company for all Subsidiaries or a portion any other Person referred to in clause (i) or (ii) above, in contravention of the preceding sentence. Under no circumstances shall the Company Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are be 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 precisionmore than once.

Termination Fee. (a) In the event that: (i) If (A) a Takeover Proposal Parent or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereofterminates this Agreement pursuant to Section 9.1(h), and (B) this Agreement after the date hereof and prior to the date of such termination, an Acquisition Proposal is thereafter terminated publicly disclosed (1) whether by the Company or Parent pursuant a third party) and not publicly withdrawn at least three (3) business days prior to Section 7.1(b)(ithe Company Stockholders’ Meeting, and (C) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of any entry of such terminationdefinitive agreement, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee a fee of $566,000,000 in cash (the “Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Fee”). (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party) and not publicly withdrawn at least three (3) business days prior to such termination, (B) (I) Parent or the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii9.1(d) or (II) Parent terminates this Agreement pursuant to (x) Section 7.1(c)(iv)9.1(c)(ii)(A) due to a breach of, then or a failure to perform or comply with, one or more covenants or agreements under this Agreement following the making of such Acquisition Proposal, or (y) Section 9.1(e)(ii) and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination;Fee. (iii) If Parent terminates this Agreement is terminated by pursuant to (A) Section 9.1(e)(i) or (B) Section 9.1(e)(ii) (in the case of this clause (B) if the Company pursuant to has materially and willfully breached Section 7.1(d)(ii6.3), then within two (2) business days after such termination, the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; andFee. (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, If the Company Board or a committee thereof, and (B) terminates this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i9.1(g), substantially concurrently with or prior to (and as a condition to) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingsuch termination, then the Company shall pay or cause to be paid to Parent or its designee the Expenses within two Termination Fee. (2v) Business Days after receipt In the event any amount is payable by the Company pursuant to the preceding clauses (i), (ii), (iii) or (iv), such amount shall be paid by wire transfer of documentation supporting such Expenses; it being understood that immediately available funds to an account designated in writing by Parent. Parent shall promptly provide wire transfer instructions in writing to the Company upon request (and in any event with sufficient time to allow the Company to pay or cause to be paid to Parent any Termination Fee payable hereunder within the time periods required by this Section 9.2(b)). For the avoidance of doubt, in no event shall the Company be required obligated to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (bvi) If applicableSolely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), payment of the Termination Fee or Expenses term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “fifteen percent (15%)” and “eighty-five percent (85%)” therein shall be made deemed to Parent or its designee by wire transfer of same day funds be references to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one “fifty percent (150%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.”

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management consideration of the Companyexpenses and forgone opportunities of Purchaser, as a condition and inducement to Purchaser's willingness to enter into and perform this Agreement, provided that the Company Board or a committee thereof, and (B) has not validly terminated this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii7.1(d), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from Purchaser immediately upon demand a fee of $9,000,000 (the date payment of such amounts was due "Termination Fee") upon the earliest to the date of actual payment at the prime rate occur of the Bank following: (i) Purchaser terminates this Agreement pursuant to Section 7.1(c) or (d) and (A) the Board of New York in effect on Directors of the date such payment was due plus one percent Company (1%)) shall have withdrawn, together with the costs and expenses modified or amended in any respect its approval or recommendation of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 or the transactions contemplated hereby, which amount would (2) shall not at the appropriate time have unanimously recommended or shall have withdrawn, modified or amended in any respect its recommendation that its stockholders vote in favor of the adoption of this Agreement, or (3) shall not have included such recommendation in the Proxy Statement, or (B) the Board of Directors of the Company shall have resolved to do any of the foregoing; or (ii) Purchaser terminates this Agreement pursuant to Section 7.1(g); (iii) the Company shall have (A) terminated this Agreement pursuant to Section 7.1(f), (B) entered into an agreement with a party other than Purchaser or an affiliate of Purchaser providing for an Acquisition Transaction described in Section 4.3(b)(i) through (iv) prior to the termination date of this Agreement, or (C) terminated this Agreement pursuant to Section 7.1(c) and any action or inaction described in Section 7.2(a)(i)(A) or (B) shall have occurred; or (iv) a tender or exchange offer for 15% or more of the outstanding shares of Company Common Stock is commenced (other than by Purchaser or an affiliate thereof) and the Company's Board of Directors recommends that shareholders of the Company tender their shares in such tender offer or fails to recommend that shareholders reject such tender offer within the ten (10) business day period specified in Rule 14e-2(a) under the Exchange Act. (b) In the event this Agreement is terminated prior to the Effective Time for any reason other than (i) mutual agreement of the parties pursuant to Section 7.1(a), (ii) a valid termination by either party pursuant to Section 7.1(b), (iii) a valid termination by Company pursuant to Section 7.1(d), or (iv) a valid termination by Purchaser pursuant to Section 7.1(d) for a non-willfull breach, the Termination Fee, unless previously paid pursuant to Section 7.2(a), shall continue to be payable by the Company to Purchaser upon the consummation of any Acquisition Transaction that is entered into or announced during the 18-month period from and after the date hereof; provided, however, that if the termination is pursuant to Section 7.1(e), the Termination Fee shall be payable only if such Acquisition Transaction is with a party (or an affiliate of a party) that had delivered a written proposal for, or otherwise be impossible engaged in activities relating to, an Acquisition Transaction prior to calculate with precisionthe termination date of this Agreement.

Termination Fee. (ai) In the event thatthat this Agreement is terminated by Parent pursuant to Section 8.1(c)(ii) or by Parent or the Company pursuant to Section 8.1(b)(iii) following a Change of Board Recommendation or by the Company pursuant to Section 8.1(d)(ii), then the Company shall pay or cause to be paid to Parent (or its designees) a nonrefundable amount in cash equal to $8,160,000 (the “Termination Fee”), less any Parent Expense Reimbursement paid by the Company, by wire transfer of immediately available funds to an account designated in writing by Parent, payable no later than two (2) Business Days after the date of such termination. (ii) In the event that this Agreement is terminated: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by Parent or the Company or Parent pursuant to Section 7.1(b)(i8.1(b)(i) and an Acquisition Proposal was publicly proposed or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, announced or otherwise communicated to the Board of Directors or shareholders of the Company by any Person after the date of this Agreement and not withdrawn prior to such termination; or (2) by Parent or the Company pursuant to Section 7.1(c)(i8.1(b)(iii) at a time when a Takeover and an Acquisition Proposal is pendingwas publicly proposed or announced or otherwise communicated to the Board of Directors or shareholders of the Company by any Person after the date of this Agreement and not withdrawn prior to such termination; and (B) in any such event, then if, concurrently with or within twelve (12) months after the date such termination of any such termination, this Agreement either (1) an Acquisition Proposal shall have been consummated or (2) the Company enters into a definitive agreement with respect to a Takeover an Acquisition Proposal or a Takeover Proposal that is subsequently consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect tothen, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by following the earlier of such consummation, the Company shall pay or cause to be paid to Parent (or its designees) the Termination Fee by wire transfer of documentation supporting such Expenses; it being understood immediately available funds to an account designated in writing by Parent. For purposes of this Section 8.3(a)(ii), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%.” (iii) The parties agree and understand that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. . Notwithstanding anything to the contrary in this Agreement, (bA) If applicable, if Parent is entitled to receive payment of the Termination Fee or Expenses from the Company pursuant to this Section 8.3, except in the case of fraud, such payment shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, sole and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses exclusive remedy of Parent and Merger Sub (including reasonable legal fees against the Company and expenses) in connection with such suit. Each its Subsidiaries and their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates and Representatives and none of the Parties hereto acknowledges that the Termination Fee is not a penaltyCompany, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Subany of its Subsidiaries or any of their respective former, as the case may becurrent or future officers, in the circumstances in which such Termination Fee and/or Expensesdirectors, as the case may bepartners, are payable for the efforts and resources expended and opportunities foregone while negotiating shareholders, managers, members, Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement and in reliance on this Agreement and on the expectation of the consummation of or the transactions contemplated hereby; (B) if Parent or Merger Sub receives any payments from the Company in respect of any breach of this Agreement, which and thereafter Parent is entitled to receive the Termination Fee under this Section 8.3, the amount would otherwise of such Termination Fee shall be impossible reduced by the aggregate amount of any payments made by the Company to calculate with precisionParent or Merger Sub in respect of any such breaches of this Agreement; and (C) in no event shall the Company’s liability for monetary damages to Parent or Merger Sub in respect of any breach (except in the case of fraud) by the Company of Section 6.3 exceed the Termination Fee (inclusive of any amounts paid of the Termination Fee).

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i7.01(b)(iii) or Section 7.1(b)(iii7.01(c)(i); provided that (A) at a time when a bona fide Takeover Proposal is pendingshall have been publicly made, publicly proposed or (2) otherwise publicly communicated by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months third party after the date of any such terminationthis Agreement (or in the case of a termination pursuant to Section 7.01(c)(i), made known to the Company) and prior to the time this Agreement is terminated and (B) within twelve months of the date this Agreement is terminated, the Company or any of its Subsidiaries consummates any Takeover Proposal or enters into a definitive agreement with respect to a any Takeover Proposal or a and such Takeover Proposal is consummatedsubsequently consummated (even if after such twelve-month period); provided that, then the Takeover Proposal in clause (A) need not be bona fide if the Takeover Proposal that the Company shall pay to Parent or its designee the Termination Fee concurrently ultimately so consummates is with the earlier Person (or any of its Affiliates) that made the entry into a definitive agreement with respect to, or the consummation of, such non-bona fide Takeover Proposal;; provided further that for purposes of clauses (A) and (B) of this Section 7.03(a)(i), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”; or (ii) this Agreement is terminated (A) by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii7.01(c)(ii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1B) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.01(d)(ii); then, in any such event under clause (i) or (ii) of this Section 7.03(a), then the Company shall pay pay, or cause to be paid, the Company Termination Fee to Parent or its designee by wire transfer of same-day funds so long as Parent has provided the Termination Fee concurrently Company with wire instructions for such payment (x) in the case of Section 7.03(a)(ii)(A), within two business days after such termination, (y) in the case of Section 7.03(a)(ii)(B), simultaneously with such termination; and termination or (ivz) (A) a in the case of Section 7.03(a)(i), within two business days after the consummation of the Takeover Proposal or intention referred to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expensestherein; it being understood that in no event shall the Company be required to pay or cause to be paid the Company Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.

Termination Fee. (a) In the event that: (i) If (A) a Takeover Proposal Parent or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereofterminates this Agreement pursuant to Section 9.1(h), and (B) this Agreement after the date hereof and prior to the date of such termination, an Acquisition Proposal is thereafter terminated publicly disclosed (1) whether by the Company or Parent pursuant a third party) and not publicly withdrawn at least three business days prior to Section 7.1(b)(ithe Company Stockholders’ Meeting, and (C) or Section 7.1(b)(iii) at a time when a Takeover within 12 months of such termination, an Acquisition Proposal is pending, consummated or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover definitive agreement providing for an Acquisition Proposal is pendingentered into, then if, concurrently with on or within twelve prior to the date that is the earlier of (12x) months after the date such Acquisition Proposal is consummated and (y) the date of any entry of such terminationdefinitive agreement, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Fee. (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party) and not publicly withdrawn at least three business days prior to such termination, (B) (I) Parent or the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii9.1(d) or (II) Parent terminates this Agreement pursuant to (x) Section 7.1(c)(iv)9.1(c)(ii)(A) due to a breach of, then or a failure to perform or comply with, one or more covenants or agreements under this Agreement following the making of such Acquisition Proposal, or (y) Section 9.1(e)(ii) and (C) within 12 months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination;Fee. (iii) If Parent terminates this Agreement is terminated by pursuant to (A) Section 9.1(e)(i) or (B) Section 9.1(e)(ii) (in the case of this clause (B) if the Company pursuant to has materially and willfully breached Section 7.1(d)(ii6.3), then within two business days after such termination, the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; andFee. (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, If the Company Board or a committee thereof, and (B) terminates this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i9.1(g), substantially concurrently with or prior to (and as a condition to) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingsuch termination, then the Company shall pay or cause to be paid to Parent or its designee the Expenses within two Termination Fee. (2v) Business Days after receipt In the event any amount is payable by the Company pursuant to the preceding clauses (i), (ii), (iii) or (iv), such amount shall be paid by wire transfer of documentation supporting such Expenses; it being understood that immediately available funds to an account designated in writing by Parent. Parent shall promptly provide wire transfer instructions in writing to the Company upon request (and in any event with sufficient time to allow the Company to pay or cause to be paid to Parent any Termination Fee payable hereunder within the time periods required by this Section 9.2(b)). For the avoidance of doubt, in no event shall the Company be required obligated to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (bvi) If applicableSolely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), payment of the Termination Fee or Expenses term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “fifteen percent (15%)” and “eighty-five percent (85%)” therein shall be made deemed to Parent or its designee by wire transfer of same day funds be references to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one “fifty percent (150%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.”

Termination Fee. (a) In If, but only if, the event thatAgreement is terminated: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by either the Company or Parent pursuant to Section 7.1(b)(i8.1(b)(i) or Section 7.1(b)(iii8.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i8.1(d)(i), in any such case if the Company (x) at a time when a Takeover Proposal is pendingreceives or has received an Acquisition Proposal, then if, concurrently with or which proposal has been publicly announced after the date of this Agreement and (y) within twelve (12) months after of the date termination of any such terminationthis Agreement, the Company enters into consummates a transaction regarding, or executes a binding or definitive agreement which is later consummated with respect to a Takeover Proposal or a Takeover Proposal is consummatedto, any Acquisition Proposal, then the Company shall pay pay, or cause to be paid, to Parent or its designee a fee equal to $2,500,000 (the “Termination Fee concurrently with Fee”) plus, if not previously paid pursuant to Section 8.3(a)(ii) below, the earlier Expense Amount, by wire transfer of the entry into a definitive agreement with respect tosame day funds to an account designated by Parent, or not later than the consummation ofof such transaction arising from any such Acquisition Proposal; provided, such Takeover Proposalhowever, that for purposes of this Section 8.3(a)(i), the references to “twenty percent (20%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; (ii) this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(c)(ii8.1(b)(iii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay pay, or cause to be paid, to Parent or its designee the Termination Fee within one Expense Amount (1by wire transfer to an account designated by Parent) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt 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 documentation supporting same day funds to an account designated by Parent as a condition to the effectiveness of such Expensestermination; it being understood that 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 event circumstances shall the Company be required to pay the Termination Fee oror Expense Amount, if as applicable, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the Expensesparty 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. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party of the parties hereto agrees acknowledges that (i) the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of (ii) the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee Payment is not a penalty, but rather are is liquidated damages damages, in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 precisionprecision 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. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii) the Company shall pay or cause to be paid as directed by Parent the Termination Fee immediately prior to and as a condition to such termination of this Agreement; (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii) (or by Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i) following any time at which Parent was entitled to terminate this Agreement pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Termination Fee within two (2) Business Days of such termination. (c) In the event that (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii), or by Parent pursuant to Section 7.1(c)(i) and (ii) a bona fide Takeover Proposal shall have been publicly disclosed or otherwise communicated to the Company Board or the Company’s stockholders after the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Stockholders Meeting, then, (A) within two (2) Business Days of such termination, the Company shall reimburse Parent for all documented out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, investment bankers, experts, consultants and the costs of all filing fees and printing costs) incurred by Parent or its Affiliates in connection with this Agreement or the Transactions; provided that the Company’s maximum aggregate reimbursement obligation pursuant to this clause (A) shall be $3,000,000 and (B) if, within twelve (12) months of the date this Agreement is terminated, the Company or any of its Subsidiaries enters into a definitive agreement with respect to, recommends to its stockholders or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to Parent or its designee the Termination Fee be paid as directed by Parent, concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management occurrence of the Company, the Company Board or a committee thereof, and applicable event described in this clause (B) of this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending7.3(c), then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasionFee. (bd) If applicable, payment For purposes of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly “Termination Fee” shall mean an amount equal to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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$41,000,000.

Termination Fee. (a) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 7.1(d)(i); (ii) (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 (whether or not conditional) is made to the Company’s shareholdersand thereafter, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pendingand the Company’s breach or failure triggering termination shall have been willful, then if, concurrently with or within twelve and (12C) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within twelve (12) months of the consummation ofdate this Agreement is terminated; provided, such that for purposes of this Section 7.3(a)(ii), all references to 15% in the definition of “Takeover Proposal” shall be deemed to be 50%; (iiiii) this Agreement is terminated by Parent pursuant to Section 7.1(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), Section 7.1(c)(iii(ii), (iii) or (iv) of this Section 7.1(c)(iv7.3(a), then the Company shall pay to Parent a termination fee of $21,300,000 in cash (the “Termination Fee“). (b) In the event that this Agreement is terminated by Parent or its designee the Termination Fee within one (1) Business Day after such terminationCompany 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; (iiic) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company Parent shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of 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 Company Board authorization, preparation, negotiation, execution and performance of this Agreement or a committee thereof, and the transactions contemplated hereby. (Bd) In the event that this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending), 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 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 its designee the Expenses within consummation of, any transaction contemplated by a Takeover Proposal (and in any event no later than two (2) Business Days after receipt by delivery to the Company of documentation supporting such Expensesnotice of demand for payment); it being understood that 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 event shall later than two (2) Business Days after delivery to the Company of notice of demand for payment). All such payments shall be made by wire transfer of immediately available funds to an account to be designated by Parent. 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 orrequired 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 applicablea party shall fail to pay such fee when due, such party shall also pay all of the Expenses, on more than one occasion. other party’s costs and expenses (bincluding attorneys’ fees) If applicable, payment of in connection with efforts to collect such fee. The parties acknowledge that the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer and the other provisions of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, Transactions and that, without these agreements, Parent, Merger Sub and the Company parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter validly terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i‎Section 7.01(b)(i) (Termination after the Outside Date) or Section 7.1(b)(iii‎Section 7.01(b)(iii) at a time when (Failure to receive the Company Stockholder Approval) or by Parent pursuant to ‎Section 7.01(c)(i) (Company Breach), (B) after the date of this Agreement and prior to such valid termination of this Agreement, a Takeover Proposal shall have been publicly made or publicly proposed, or shall have been delivered to the Company or the Board of Directors of the Company (or a committee thereof), and has not been fully, unconditionally, irrevocably and publicly (to the extent publicly made or proposed) withdrawn prior to (1) the date that is pending, at least ten (10) days prior to the Company Stockholders’ Meeting in the event of a termination pursuant to ‎Section 7.01(b)(iii) (Failure to receive the Company Stockholder Approval) or (2) by Parent termination of this Agreement in the event of a termination pursuant to Section 7.1(c)(i‎Section 7.01(b)(i) at a time when a Takeover Proposal is pending, then if, concurrently with (Termination after the Outside Date) or ‎Section 7.01(c)(i) (Company Breach) and (C) within twelve (12) months after of the date of any such terminationthis Agreement is validly terminated, the Company enters into a definitive written agreement with respect to a providing for the consummation of any Takeover Proposal (it being understood that the consummation of such Takeover Proposal may (or a may not) occur after the twelve (12)-month period after this Agreement is validly terminated) or any Takeover Proposal is consummated, then the Company shall pay to Parent in each case, regardless of whether or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, not such Takeover Proposal;Proposal is with or from the same Person or Persons that made the Takeover Proposal under clause (B); provided that, for purposes of clauses ‎(B) and ‎(C) of this ‎Section 7.03(a)(i), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”; or (ii) this Agreement is validly terminated (A) by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii‎Section 7.01(c)(ii) (Adverse Recommendation Change; Company Acquisition Agreement) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1B) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv‎Section 7.01(d)(ii) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%Superior Proposal), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.;

Termination Fee. (a) In the event that: (a) (i) (A) after the date of this Agreement a Takeover Proposal or intention to make a Takeover Proposal has been publicly announced (whether or not conditionalconditional or withdrawn) is or made known to the Company’s shareholders, otherwise publicly disclosed (ii) after the date of such announcement or proposed or is communicated to senior management of knowledge by the Company, this Agreement is terminated by (A) either Parent or the Company Board pursuant to Section 6.1(b)(ii) or a committee thereof, and (iii) or (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i6.1(d)(i) or Section 7.1(b)(iii(ii) at as a time when result of a Takeover Proposal is pending, breach or failure by or on the part of the Company and (2iii) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, termination the Company enters into shall have consummated any Takeover Proposal, or a definitive agreement with respect contemplating a Takeover Proposal is executed, or the Company recommends or submits to shareholders of the Company for adoption or acceptance a Takeover Proposal or a definitive agreement contemplating a Takeover Proposal is (the Takeover Proposal so consummated, then executed, recommended or submitted need not be the Company shall pay same Takeover Proposal that was publicly disclosed, announced or made known to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Company); or (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iiib) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent 6.1(c)(i) or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, 6.1(d)(iii); then the Company shall pay to Parent or its designee (A) in the Expenses within two case of a termination described in paragraph (2a) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of 6.3, upon the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation earlier of the consummation of the transactions transaction contemplated herebyby such Takeover Proposal, which amount would otherwise be impossible the execution of a definitive agreement contemplating a Takeover Proposal or the recommendation by the Company or the submission to calculate with precisionits shareholders for adoption or acceptance a Takeover Proposal or a definitive agreement contemplating a Takeover Proposal or (B) in the case of a termination described in paragraph (b) of this Section 6.3, on the date of such termination, pay Parent a fee equal to $7,750,000 (the "Termination Fee") by wire transfer of immediately available funds to an account designated by Parent.

Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by B▇▇▇▇ while structuring and pursuing the Merger: (a) Company shall pay to Buyer by wire transfer of immediately available funds a termination fee equal to $8,239,563 (the “Termination Fee”) as promptly as practicable (but in any event within three (3) Business Days of termination): (i) in the event Company terminates this Agreement pursuant to Section 7.01(f) of this Agreement, in which case Company shall pay the Termination Fee at or prior to the time of such termination, or (ii) in the event Buyer terminates this Agreement pursuant Section 7.01(g) of this Agreement. (b) In the event that: that (A) (i) (A) after the date of this Agreement and prior to the termination of this Agreement, a Takeover Proposal or intention to make a Takeover Proposal (Company Acquisition Proposal, whether or not conditional, shall have been publicly announced (or any Person shall have, after the date of this Agreement, publicly announced an intent, whether or not conditional, to make a Company Acquisition Proposal) and not withdrawn or (ii) the board of directors of Company has made a Company Adverse Recommendation Change (or publicly proposed to make a Company Adverse Recommendation Change) prior to or on the date of Company Meeting (including any postponement or adjournment at which the vote on which the Merger is made held), (B) thereafter this Agreement is terminated by either Buyer or Company pursuant to the Company’s shareholdersSection 7.01(h) of this Agreement or by Buyer pursuant to Section 7.01(c) or, otherwise publicly disclosed or proposed or is communicated to senior management Section 7.01(d) of the Company, the Company Board or a committee thereofthis Agreement, and (BC) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement or consummates a transaction with respect to a Takeover an Acquisition Transaction (whether or not such Acquisition Transaction resulted from or was related to the Company Acquisition Proposal or a Takeover Proposal is consummatedreferred to in the foregoing clause (A)(i), if applicable), then the Company shall pay to Parent or its designee the Termination Fee concurrently with shall, on the earlier of the entry date it enters into a such definitive agreement with respect toand the date of consummation of such Acquisition Transaction, or the consummation ofpay Buyer, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds immediately available funds, a fee equal to the account designated by Parent or such designeeTermination Fee; provided, that for purposes of this Section 7.02(b), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (c) Each Party hereto agrees Company and Buyer each agree that the agreements contained in this Section 7.3 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company Buyer would not enter into this Agreement. Accordingly; accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 7.02 and, in order to obtain such payment, Parent or its designee Buyer commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expensessuch amounts, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was were due to the date of actual payment at the rate of interest equal to the sum of (x) 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 of the Bank of New York in effect on the date such payment was due due, (y) plus one percent (1%)200 basis points, together with the costs and expenses of Parent and Merger Sub Buyer (including reasonable legal fees and expenses) in connection with such the suit. Each of the Parties hereto acknowledges that the Termination Fee is The amounts payable by Company pursuant to this Section 7.02 constitute liquidated damages and not a penalty, but rather are liquidated damages and, except in a reasonable amount that will compensate Parent and Merger Sub, as the case may beof fraud or a willful and material breach, shall be the sole monetary remedy in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating event of a termination of this Agreement and specified in reliance on this Section 7.02. (d) 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 and on the expectation of the consummation of or the transactions contemplated herebyby this Agreement, which amount would otherwise and if Buyer pays or causes to be impossible paid to calculate Company or to Company Bank the Termination Fee, neither Buyer nor Buyer Bank will have any further obligations or liabilities to Company or Company Bank with precisionrespect to this Agreement or the transactions contemplated by this Agreement, in each case except in the case of fraud.

Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by Buyer while structuring and pursuing the Merger: (a) Company shall pay to Buyer by wire transfer of immediately available funds a termination fee equal to $22,488,000 (the “Termination Fee”) in the event Buyer terminates this Agreement pursuant Section 7.01(f) of this Agreement as promptly as practicable (but in any event within three (3) Business Days of termination). (b) In the event that: that (A) (i) (A) after the date of this Agreement and prior to the termination of this Agreement, a Takeover Proposal or intention to make a Takeover Proposal (Company Acquisition Proposal, whether or not conditional) is , shall have been communicated to or otherwise made known to the Company’s shareholders, otherwise publicly disclosed board of directors or proposed or is communicated to senior management of Company or shall have been made directly to Company’s shareholders generally or any person shall have publicly announced (or any Person shall have, after the Companydate of this Agreement, publicly announced an intent, whether or not conditional, to make) a Company Acquisition Proposal or (ii) the board of directors of Company Board has made a Company Adverse Recommendation Change (or publicly proposed to make a committee thereofCompany Adverse Recommendation Change) prior to or on the date of Company Meeting (including any postponement or adjournment at which the vote on which the Merger is held), (B) thereafter this Agreement is terminated by either Buyer or Company pursuant to Section 7.01(e) or Section 7.01(g) of this Agreement or by Buyer pursuant to Section 7.01(c) or Section 7.01(d) of this Agreement, and (BC) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement agreement, recommends or consummates a transaction with respect to a Takeover an Acquisition Transaction (whether or not such Acquisition Transaction resulted from or was related to the Company Acquisition Proposal or a Takeover Proposal is consummatedreferred to in the foregoing), then the Company shall pay to Parent or its designee the Termination Fee concurrently with shall, on the earlier of the entry date it enters into a or recommends such definitive agreement with respect toand the date of consummation of such Acquisition Transaction, or the consummation ofpay Buyer, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds immediately available funds, a fee equal to the account designated by Parent or such designeeTermination Fee; provided, that for purposes of this Section 7.02(b), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (c) Each Party hereto agrees Company and Buyer each agree that the agreements contained in this Section 7.3 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company Buyer would not enter into this Agreement. Accordingly; accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 7.02 and, in order to obtain such payment, Parent or its designee Buyer commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expensessuch amounts, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was were due to the date of actual payment at the rate of interest equal to the sum of (x) 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 of the Bank of New York in effect on the date such payment was due due, (y) plus one percent (1%)200 basis points, together with the costs and expenses of Parent and Merger Sub Buyer (including reasonable legal fees and expenses) in connection with such the suit. Each of the Parties hereto acknowledges that the Termination Fee is The amounts payable by Company pursuant to this Section 7.02 constitute liquidated damages and not a penalty, but rather are liquidated damages and, except in a reasonable amount that will compensate Parent and Merger Sub, as the case may beof fraud or a willful and material breach, shall be the sole monetary remedy in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating event of a termination of this Agreement and specified in reliance on this Section 7.02. (d) 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 and on the expectation of the consummation of or the transactions contemplated herebyby this Agreement, which amount would otherwise and if Buyer pays or causes to be impossible paid to calculate Company or to Company Bank the Termination Fee, neither Buyer nor Buyer Bank will have any further obligations or liabilities to Company or Company Bank with precisionrespect to this Agreement or the transactions contemplated by this Agreement, in each case except in the case of fraud or a willful and material breach.

Termination Fee. (a) In the event that: that (i) (A) a Takeover after the date of this Agreement, an Acquisition Proposal with respect to Company shall have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of Company, or any person shall have publicly announced an intention to make a Takeover Proposal (whether or not conditional) to make an Acquisition Proposal with respect to Company after the date of this Agreement, (ii) thereafter this Agreement is made terminated (A) by Company or HomeTrust pursuant to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, Section 7.1(b) (if the Company Board or a committee thereofShareholder Approval has not theretofore been obtained), and (B) this Agreement is thereafter terminated (1) by the Company or Parent HomeTrust pursuant to Section 7.1(b)(i7.1(d) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending7.1(e), or (2C) by Parent Company or HomeTrust pursuant to Section 7.1(c)(i7.1(g) at a time when a Takeover Proposal and (iii) prior to the date that is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the termination Company enters into a definitive agreement or consummates a transaction with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover an Acquisition Proposal (whether or not conditional) is made the same Acquisition Proposal as that referred to above), then Company shall, on the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management earlier of the Companydate it enters into such definitive agreement or the date of consummation of such transaction, pay HomeTrust a fee equal to $18.0 million (the “Company Board or a committee thereof, and (BTermination Fee”) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day immediately available funds to the account designated by Parent HomeTrust. (b) In the event this Agreement is terminated by HomeTrust pursuant to Section 7.1(f) or such designeeby Company pursuant to 7.1(i) then Company shall, on the date of termination, pay HomeTrust the Company Termination Fee by wire transfer of immediately available funds to the account designated by HomeTrust. (c) In the event this Agreement is terminated by Company pursuant to Section 7.1(j), then HomeTrust shall, on the date of termination, pay Company a fee equal to $18.0 million (the “HomeTrust Termination Fee”) by wire transfer of immediately available funds to the account designated by Company. (d) The payment of the Company Termination Fee or HomeTrust Termination Fee pursuant to this Section 7.4 constitutes liquidated damages and not a penalty, and shall be the sole remedy of the receiving party under this Agreement. Each Party hereto agrees of the parties acknowledges that the agreements contained in this Section 7.3 7.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company other party would not enter into this Agreement. Accordingly, if the Company a party fails promptly to pay any amounts promptly the amount due under pursuant to this Section 7.3 7.4, and, in order to obtain such payment, Parent or its designee such party commences a suit that which results in a judgment against the Company other party for all or a portion of the Termination Fee or the Expensesfee set forth in this Section 7.4, the Company such other party shall pay to Parent or the party awarded the judgement its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs fees and expenses of Parent and Merger Sub (including reasonable legal attorneys’ fees and expenses) in connection with such suit. Each , together with interest on the amount of the Parties hereto acknowledges that fee at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment was required to be made. Notwithstanding the foregoing or any other provision of this Agreement, if the Company Termination Fee is not payable under Section 7.4(a) by reason of a penaltytermination by HomeTrust pursuant to Section 7.1(d) or Section 7.1(e), but rather are liquidated damages HomeTrust may, at its election, pursue relief at law or in a reasonable amount that will compensate Parent and Merger Sub, as equity against Company if Section 7.2(ii) is applicable in lieu of accepting the case may be, in the circumstances in which such Company Termination Fee and/or Expenses, as the case may be, are 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 precisionunder Section 7.4(a).

Termination Fee. (a) In the event thatIf this Agreement shall be terminated: (i) by SUNS pursuant to Section 9.1(c)(iv), then, prior to, and as a condition to such termination, SUNS shall cause the third party that made the applicable SUNS Superior Proposal (or its designee) to pay SLRC, subject to applicable Law, a non-refundable fee in an amount equal to $7,572,270, which is equal to 3.0% of the net asset value of SUNS as of September 30, 2021 (the “SUNS Termination Fee”) as liquidated damages and full compensation hereunder; or (ii) (A) by (x) SLRC or SUNS pursuant to Section 9.1(b)(ii) or Section 9.1(b)(iii) or (y) SLRC pursuant to Section 9.1(d)(i) (solely to the extent that SUNS has committed a willful or intentional breach), (B) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise has been publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any this Agreement and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination pursuant to Section 9.1(b)(ii) or Section 9.1(d)(i), prior to the Company date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iii), prior to the time of the duly held SUNS Stockholders Meeting, and (C) SUNS enters into a definitive agreement Contract with respect to a such Takeover Proposal or a within 12 months after such termination, and such Takeover Proposal is consummated, then the Company shall pay subsequently consummated (regardless of whether such consummation happens prior to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, following such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii12-month period), Section 7.1(c)(iii) or Section 7.1(c)(iv)then, then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting date that such Expenses; it being understood Takeover Proposal is consummated, SUNS shall cause the third party that in no event shall the Company be required made such Takeover Proposal (or its designee) to pay SLRC, subject to applicable Law, the SUNS Termination Fee as liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.2(a)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” The SUNS Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing to SUNS by SLRC if SLRC shall have furnished to SUNS wire payment instructions prior to the date of payment or, if applicableotherwise, by certified or official bank check. In the event that the SUNS Termination Fee becomes payable and is paid pursuant to this Section 9.2(a), the Expenses, on more than one occasionSUNS Termination Fee shall be SLRC’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement. (b) If applicablethis Agreement shall be terminated: (i) by SLRC pursuant to Section 9.1(d)(iv), payment then, prior to, and as a condition to such termination, SLRC shall cause the third party that made the applicable SLRC Superior Proposal (or its designee) to pay SUNS, subject to applicable Law, a non-refundable fee in an amount equal to $25,604,700, which is equal to 3.0% of the net asset value of SLRC as of September 30, 2021 (the “SLRC Termination Fee”) as liquidated damages and full compensation hereunder; or (ii) (A) by (x) SLRC or SUNS pursuant to Section 9.1(b)(ii) or Section 9.1(b)(iv) or (y) SUNS pursuant to Section 9.1(c)(i) (solely to the extent that SLRC has committed a willful or intentional breach), (B) a Takeover Proposal has been publicly disclosed after the date of this Agreement and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination pursuant to Section 9.1(b)(ii) and Section 9.1(c)(i), prior to the date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iv), prior to the time of the duly held SLRC Stockholders Meeting, and (C) SLRC enters into a definitive Contract with respect to such Takeover Proposal within 12 months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such 12-month period), then, within two (2) Business Days after the date that such Takeover Proposal is consummated, SLRC shall cause the third party that made such Takeover Proposal (or its designee) to pay SUNS, subject to applicable Law, the SLRC Termination Fee or Expenses as liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.2(b)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” The SLRC Termination Fee shall be made to Parent or its designee paid by wire transfer of same day immediately available funds to the an account designated in writing to SLRC by Parent SUNS if SUNS shall have furnished to SLRC wire payment instructions prior to the date of payment or, otherwise, by certified or such designeeofficial bank check. In the event that the SLRC Termination Fee becomes payable and is paid pursuant to this Section 9.2(b), the SLRC Termination Fee shall be SUNS’s sole and exclusive remedy for monetary damages under this Agreement. (ciii) Each Party hereto agrees The parties acknowledge that the agreements contained in this Section 7.3 9.2 are an integral part of the transactions contemplated by Transactions, that without these agreements each party would not have entered into this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would that any amounts payable pursuant to this Section 9.2 do not enter into this Agreementconstitute a penalty. Accordingly, if the Company If SLRC fails promptly to pay any amounts due under to SUNS pursuant to this Section 7.3 and9.2 within the time periods specified in this Section 9.2 or SUNS fails to pay SLRC any amounts due to SLRC pursuant to this Section 9.2 within the time periods specified in this Section 9.2, SLRC or SUNS, as applicable, shall pay reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by SUNS or SLRC, as applicable, in order connection with any action, including the filing of any lawsuit, taken to obtain collect payment of such paymentamounts, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee together with interest on such unpaid amounts from the date payment of such amounts was due to the date of actual payment at the prime lending rate of the Bank of New York in effect on the date such payment was due plus one percent as published in The Wall Street Journal (1%or any successor publication thereto), together with calculated on a daily basis from the costs and expenses date such amounts were required to be paid until the date of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 precisionactual payment.

Termination Fee. (a) In the event that: that (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (BA)(x) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) (and at the time of such termination a vote to obtain the Company Shareholder Approval has not been held) or Section 7.1(b)(iii) at a time when (and prior to such termination a Takeover Proposal is pendingby a third party has been received or publicly announced or a third party has publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal), or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending), then if, concurrently with or within twelve and (12) months after the date of any such termination, the Y) the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within twelve (12) months of the consummation ofdate this Agreement is terminated, such Takeover Proposal; (iiB) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iiiC) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then in any such event under clause (A), (B) or (C) of this Section 7.3(a), the Company shall pay to Parent or its designee a termination fee of $9,250,000 in cash (the "Termination Fee concurrently with such termination; and (iv) Fee"). Any payment required to be made pursuant to clause (A) of Section 7.3(a) shall be made to Parent promptly following the earlier of the execution of a Takeover Proposal definitive agreement with respect to, or intention to make the consummation of, any transaction contemplated by a Takeover Proposal (whether or and in any event not conditional) is made later than two business days after delivery to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated Company of notice of demand for payment); any payment required to senior management of the Company, the Company Board or a committee thereof, and be made pursuant to clause (B) of Section 7.3(a) shall be made to Parent promptly following termination of this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i7.1(c)(iii) due (and in any event not later than two business days after delivery to the Company’s willful breach Company of notice of demand for payment); and any payment required to be made pursuant to clause (C) of Section 7.3(a) shall be made to Parent prior to or failure simultaneously with (and as a condition to perform any the effectiveness of) termination of its covenants or agreements set forth in this Agreement by the Agreement at a time when a Takeover Proposal is pending, then Company pursuant to Section 7.1 (d)(ii). All such payments shall be made by wire transfer of immediately available funds to an account to be designated by Parent. In the event that the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required fail to pay the Termination Fee orrequired 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 1.00%. In addition, if applicablethe Company shall fail to pay such fee when due, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses Company shall be made also pay to Parent or its designee by wire transfer all of same day funds Parent's costs and expenses (including attorneys' fees) in connection with efforts to the account designated by Parent or collect such designee. (c) Each Party hereto agrees fee. The Company acknowledges that the agreements contained in fee and the other provisions of this Section 7.3 are an integral part of the transactions contemplated by this Agreement, Transactions and that, without these agreements, Parent, Merger Sub and the Company Parent would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.

Termination Fee. Other than as set forth below, the Company shall promptly, but (aexcept in the case of clause (B) In below) in no event later than two (2) Business Days after the date of termination pursuant to the sections of this Agreement as set forth below, pay Parent a fee equal to One Hundred Twenty-Seven Million Dollars ($127,000,000) (the “Termination Fee”) in the event that: (i) that this Agreement is (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i7.1(d); (B) at a time when a Takeover Proposal is pendingterminated by the Company pursuant to Section 7.1(g), then ifprovided that in the case of termination under Section 7.1(g), payment of the Termination Fee by the Company shall be made concurrently with such termination, or (C) terminated by Parent or the Company pursuant to Section 7.1(b), Section 7.1(f) or Section 7.1(i); provided that in the case of termination pursuant to Section 7.1(b), Section 7.1(f) (on account of a knowing and intentional breach of one or more covenants and agreements other than Section 5.2 or Section 5.3) or Section 7.1(i) such payment (1) shall be made only if after the date of this Agreement and prior to such termination, there has been disclosure publicly of an Acquisition Proposal with respect to the Company and within twelve (12) months after following the date termination of any such terminationthis Agreement, an Acquisition of the Company is consummated or the Company enters into a definitive agreement with a third Person with respect to a Takeover Proposal or a Takeover Proposal is consummated, then an Acquisition of the Company and (2) shall be made no later than the earlier of (x) the consummation of such Acquisition of the Company and (y) twelve (12) months following the termination of this Agreement; provided further that the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any be excused of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required obligation to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment by reason of the Termination Fee termination or Expenses shall be made to Parent or its designee by wire transfer abandonment of same day funds any such definitive agreement with respect to the account designated by Parent or such designee. (c) Each Party hereto agrees that Acquisition. Notwithstanding the agreements contained foregoing in this Section 7.3 are an integral part 7.3(b)(i), no Termination Fee shall be payable with respect to any termination pursuant to Section 7.1(b) under circumstances where (x) Parent’s or Merger Sub’s breach of this Agreement was the principal cause of the transactions contemplated by this Agreementfailure of the Merger Closing Date to occur on or before the End Date, and that, without these agreements, Parent, Merger Sub or (y) the condition set forth in Section 6.1(c) has not been satisfied prior to termination and the Company would Company’s breach of this Agreement was not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion principal cause of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate failure of the Bank of New York in effect satisfaction of, Section 6.1(c) on or before the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 precisionEnd Date.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(c)(ii) or by Parent pursuant to Section 8.1(d)(i) or 8.1(d)(iii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; andas directed in writing by Parent, at or prior to the time of termination in the case of a termination pursuant to Section 8.1(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 8.1(d)(i) or 8.1(d)(iii). (ivb) (A) a Takeover Proposal In the event that this Agreement is terminated by Parent or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, pursuant to Section 8.1(b)(i) (or is terminated by the Company Board or pursuant to a committee thereof, and (B) different section of Section 8.1 at a time when this Agreement was terminable pursuant to Section 8.1(b)(i)) or pursuant to Section 8.1(b)(iii) (or is thereafter terminated by the Company pursuant to a different section of Section 8.1 at a time when this Agreement was terminable pursuant to Section 8.1(b)(iii)) or by Parent pursuant to Section 7.1(c)(i8.1(d)(ii) due (or is terminated by the Company pursuant to the Company’s willful breach or failure to perform any a different section of its covenants or agreements set forth in the Agreement Section 8.1 at a time when this Agreement was terminable pursuant to Section 8.1(d)(ii)) and, at any time after the date hereof and prior to the End Date (in the case of a Takeover termination pursuant to Section 8.1(b)(i)), after the date hereof and prior to the Company Meeting (in the case of a termination pursuant to Section 8.1(b)(iii)) or after the date hereof and prior to the breach giving rise to the right of termination (in the case of a termination pursuant to Section 8.1(d)(ii)), 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 (x) publicly announced or publicly made known, in the case of termination pursuant to Section 8.1(b)(iii) and not publicly withdrawn at least two Business Days prior to the Company Meeting or (y) made known to the Company or publicly announced or publicly made known, in the case of termination pursuant to Section 8.1(b)(i) or Section 8.1(d)(ii) and not withdrawn at least two Business Days prior to the End Date (in the case of a termination pursuant to Section 8.1(b)(i)) or the occurrence of the breach giving rise to the right of termination (in the case of a termination pursuant to Section 8.1(d)(ii)), and, if within twelve months after such termination pursuant to Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(d)(ii) the Company or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates, such Company Acquisition Proposal involving the purchase of not less than a majority of the outstanding voting securities of the Company (whether or not the same as that originally announced or consummated), then, on the date of such execution or consummation, the Company shall pay the Termination Fee as directed in writing to Parent, less the amount of any Parent Expenses previously paid to Parent by the Company. (c) In the event that this Agreement is pendingterminated by Parent or the Company pursuant to Section 8.1(b)(iii) (or is terminated by the Company pursuant to a different section of Section 8.1 at a time when this Agreement was terminable pursuant to Section 8.1(b)(iii)) or by Parent pursuant to Section 8.1(d)(ii) (or is terminated by the Company pursuant to a different section of Section 8.1 hereof at a time when this Agreement was terminable pursuant to Section 8.1(d)(ii)) but only under circumstances in which the Termination Fee is not payable pursuant to Section 8.2(b), then the Company shall pay to Parent or its designee the Expenses 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 (2including reasonable legal fees and expenses and fees and expenses of accountants, financial advisors, consultants, lenders and other agents and advisors) Business Days after receipt actually incurred by Parent and its Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated hereby and the related financing transactions (“Parent Expenses”) as directed by Parent in writing, which amount shall not be greater than $6.0 million; provided, that the existence of circumstances which could require the Termination Fee to become subsequently payable by the Company pursuant to Section 8.2(b) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 8.2(c); provided, further, that the payment by the Company of documentation supporting such Expenses; it being understood that in no event Parent Expenses pursuant to this Section 8.2(c) shall not relieve the Company be of any subsequent obligation to pay the Termination Fee pursuant to Section 8.2(b) except to the extent indicated in Section 8.2(b); and provided, further, that if the Company has paid the Parent Expenses and is subsequently required to pay the Termination Fee or, if applicableFee, the Expenses, on more than one occasionTermination Fee shall be reduced by the amount of Parent Expenses previously paid by the Company. (bd) If applicableIn the event that this Agreement is terminated by the Company pursuant to (i) Section 8.1(b)(i) (or is terminated by the Parent pursuant to a different section of Section 8.1 at a time when this Agreement was terminable pursuant to Section 8.1(b)(i)) and at the time of such termination the conditions set forth in Sections 7.1, payment 7.2(a) and 7.2(b) have been satisfied, or (ii) Section 8.1(c)(i) (or is terminated by Parent pursuant to a different section of Section 8.1 at a time when this Agreement was terminable pursuant to Section 8.1(c)(i)) and at the time of such termination there is no state of facts or circumstances that would reasonably be expected to cause the conditions set forth in Sections 7.1, 7.2(a) and 7.2(b) not to be satisfied on or prior to the End Date, then Parent shall pay the Company the Termination Fee as promptly as possible (but in any event within two Business Days) following such termination by the Company. (e) Any amount that becomes payable pursuant to Section 8.2(a), 8.2(b), 8.2(c) or Expenses 8.2(d) shall be made to Parent or its designee paid by wire transfer of same day immediately available funds to the an account designated by Parent or the party entitled to receive such designeepayment. (cf) Each Party hereto agrees of the Company and Parent acknowledges that the agreements contained in this Section 7.3 8.2 are an integral part of the transactions contemplated by this Agreementhereby, and that, without these agreements, Parent, Merger Sub and neither the Company nor Parent would not enter have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 do not constitute a penalty. Accordingly, if If the Company fails promptly to pay as directed in writing by Parent any amounts due under to accounts designated by Parent pursuant to this Section 7.3 and, 8.2 within the time periods specified in order this Section 8.2 or Parent fails to obtain such payment, Parent or its designee commences a suit that results in a judgment against pay the Company for all or a portion of any amounts due to the Termination Fee or accounts designated by the ExpensesCompany pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company or Parent, as applicable, shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) incurred by Parent or the Company, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such suit. Each 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 date such amounts were required to be paid until the date of actual payment. (g) Notwithstanding anything to the contrary in this Agreement, the Company’s right to receive payment of a Termination Fee from Parent pursuant to this Section 8.2 or from the Guarantors pursuant to the Guarantees shall be the sole and exclusive remedy available to the Company, its Affiliates and its Subsidiaries against Parent, the Guarantors and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents (or any other Related Persons (as defined in Section 3 of the Parties hereto acknowledges that Guarantees)) with respect to this Agreement, the Termination Fee is not a penalty, but rather are liquidated damages Plan of Arrangement or any agreement or document referred to in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and the transactions contemplated hereby and thereby, including for any loss suffered as a result of the failure of the transactions contemplated hereby to be consummated, under any theory or for any reason, and upon payment of such amount, none of Parent, the Guarantors or any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents (or any other Related Persons (as defined in reliance on Section 3 of the Guarantees)) shall have any further liability or obligation relating to or arising out of this Agreement, the Plan of Arrangement, any agreement or document referred to in this Agreement or the transactions contemplated hereby and thereby (except that Parent shall also be obligated with respect to the second sentence of Section 8.2(f)). (h) Notwithstanding anything to the contrary in this Agreement, but except as provided in Section 9.12 with respect to equitable remedies, Parent’s right to receive payment of a Termination Fee from the Company pursuant to this Section 8.2 shall be the sole and exclusive remedy available to Parent and its Affiliates for money damages against the Company, its Subsidiaries and any of their respective former, current, or future shareholders, directors, officers, Affiliates or agents with respect to this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise including for any loss suffered as a result of the failure of the transactions contemplated hereby to be impossible consummated, under any theory or for any reason, and upon payment of such amount, none of the Company, its Subsidiaries and any of their respective former, current, or future shareholders, directors, officers, Affiliates or agents shall have any further liability or obligation relating to calculate or arising out of this Agreement or the transactions contemplated by this Agreement (except that the Company shall also be obligated with precisionrespect to the second sentence of Section 8.2(f)).

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(c)(ii) or by Purchaser pursuant to Section 8.1(d)(i) or Section 8.1(d)(iii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and to Parent (ivor as directed by Parent) (A) a Takeover Proposal as directed in writing by Parent, at or intention to make a Takeover Proposal (whether or not conditional) is made prior to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management time of termination in the Company, the Company Board or case of a committee thereof, and (B) this Agreement is thereafter terminated by Parent termination pursuant to Section 7.1(c)(i8.1(c)(ii) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by following termination of this Agreement in the Company case of documentation supporting such Expenses; it being understood that in no event shall the Company be required a termination pursuant to pay the Termination Fee or, if applicable, the Expenses, on more than one occasionSection 8.1(d)(i) or Section 8.1(d)(iii). (b) If applicableIn the event that (1) this Agreement is terminated by Purchaser or the Company pursuant to (i) Section 8.1(b)(i) or Section 8.1(b)(iii) (or is terminated by the Company pursuant to a different section of Section 8.1 at a time when this Agreement was terminable by Purchaser pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii)), payment or (ii) is terminated by Purchaser pursuant to Section 8.1(d)(ii) (or is terminated by the Company pursuant to a different section of Section 8.1 at a time when this Agreement was terminable by Purchaser pursuant to Section 8.1(d)(ii)) and, (2) at any time after the date hereof and prior to such termination, an Acquisition Proposal shall have been publicly announced or publicly made known and not publicly withdrawn (or, in the case of clause (ii), shall have been communicated or made known to the Board and not withdrawn) and, (3) if within twelve (12) months after such termination, the Company or any of its Subsidiaries consummates an Acquisition Proposal, or enters into a definitive agreement with respect to an Acquisition Proposal which is subsequently consummated, then, on the date of the consummation of such Acquisition Proposal, the Company shall pay the Termination Fee to Parent (or Expenses as directed by Parent) (for purposes of the foregoing clauses (2) and (3), references to “20%” in the definition of Acquisition Proposal shall be made deemed to Parent or its designee by wire transfer of same day funds be references to the account designated by Parent or such designee“50%”). (c) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(c)(iii), then Parent shall pay to the Company the Purchaser Termination Fee within two (2) Business Days following such termination by the Company. (d) In the event that this Agreement is terminated by Purchaser or the Company pursuant to Section 8.1(b)(iii) (or is terminated by the Company pursuant to a different section of Section 8.1 at a time when this Agreement was terminable by Purchaser pursuant to Section 8.1(b)(iii)), then the Company shall pay Parent (or as directed by Parent) $7,500,000 (the “Expense Reimbursement”) in respect of expenses incurred by Parent, Purchaser and their respective Affiliates in connection with this Agreement and the transactions contemplated hereby without need for supporting documentation within two (2) Business Days following such termination. Any Expense Reimbursement shall be credited against any subsequently payable Termination Fee. (e) Any amount that becomes payable pursuant to Section 8.2(a), Section 8.2(b), Section 8.2(c) or Section 8.2(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 Party hereto agrees of the Company, Parent and Purchaser acknowledges that the agreements contained in this Section 7.3 8.2 are an integral part of the transactions contemplated by this Agreementhereby, and that, without these agreements, Parentneither the Company, Merger Sub and the Company Parent nor Purchaser would not enter have entered into this Agreement, and that any amounts payable pursuant to this Section 8.2 are not a penalty. Accordingly, if If the Company fails promptly to pay as directed in writing by Parent any amounts due under to accounts designated by Parent pursuant to this Section 7.3 and, 8.2 within the time periods specified in order this Section 8.2 or Parent fails to obtain such payment, Parent or its designee commences a suit that results in a judgment against pay the Company for all or a portion of any amounts due to the Termination Fee or accounts designated by the ExpensesCompany pursuant to this Section 8.2 within the time periods specified in this Section 8.2, the Company or Parent, as applicable, shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) incurred by Purchaser or Parent, on the one hand (which shall be paid to Parent (or as directed by Parent)) or the Company, on the other hand, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such suit. Each amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal plus 5.0%, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment (the obligations in this sentence are referred to collectively as the “Enforcement Expenses”). (g) Notwithstanding anything to the contrary in this Agreement, but except as provided in Section 9.10 with respect to equitable remedies, the Company’s right to receive payment of a Purchaser Termination Fee and any Enforcement Expenses from Parent pursuant to this Section 8.2 or Section 6.15 or from the Guarantors pursuant to the Guarantee shall be the sole and exclusive remedy available to the Company, its Affiliates and its Subsidiaries against Parent, Purchaser, the Guarantors and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents and the Debt Financing Sources (collectively, the “Purchaser Related Parties”) with respect to this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby (including for any liabilities and Damages suffered as a result of the failure of the transactions contemplated hereby (including the Financing) to be consummated under any theory or for any reason), and upon payment of such amount, none of the Purchaser Related Parties hereto acknowledges shall have any further liability or obligation relating to or arising out of this Agreement, any other Transaction Document and the transactions contemplated hereby and thereby (except that the applicable parties shall also be obligated with respect to, and the applicable parties may be entitled to remedies with respect to the Confidentiality Agreement, the Guarantee and the Reimbursement Obligations). (h) Notwithstanding anything to the contrary in this Agreement, but except as provided in Section 9.10 with respect to equitable remedies and in Section 8.3, Parent’s right to receive or direct payment of the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as or the case may be, Expense Reimbursement in the circumstances in which such it is payable (and, in the case of the Expense Reimbursement, in the event that the Termination Fee and/or Expensesdoes not become payable pursuant to Section 8.2(b)) and any Enforcement Expenses from the Company pursuant to this Section 8.2 shall be the sole and exclusive remedy available to Parent, Purchaser and their respective Affiliates for money damages against the Company, its Subsidiaries and any of their respective former, current, or future shareholders, directors, officers, Affiliates or agents (collectively, the “Company Related Parties”) with respect to this Agreement, any other Transaction Document and the transactions contemplated hereby and thereby (including for any liabilities and Damages suffered as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation a result of the consummation failure of the transactions contemplated herebyhereby to be consummated under any theory or for any reason), which amount would otherwise be impossible and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to calculate with precisionor arising out of this Agreement, any other Transaction Document and the transactions contemplated hereby and thereby.

Termination Fee. (a) In The Parent shall be entitled to the event thatTermination Fee upon the occurrence of the following events (each a “Company Termination Fee Event”) which shall be paid by the Company within the time specified in respect of each such Company Termination Fee Event: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i8.03(b) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant Company Change in Recommendation/to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters enter into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummatedCompany Superior Proposal), then the Company shall pay to Parent or its designee in which case the Termination Fee concurrently with shall be paid on the earlier of the entry into a definitive agreement with respect to, or the consummation of, first Business Day following such Takeover Proposaltermination; (ii) this Agreement is terminated by the Company pursuant to Section 8.04(b) (to enter into a Company Superior Proposal) in which case the Termination Fee shall be paid at the time of such termination; or (iii) this Agreement is terminated by the Parent pursuant to Section 7.1(c)(ii)8.03(a) (Breach of Representation, Section 7.1(c)(iiiWarranty or Covenant) or Section 7.1(c)(iv8.03(d) (Breach of Non-Solicitation) or by either Party pursuant to Section 8.02(a) (Failure of Company Shareholder Vote) or Section 8.02(c) (Effective Time not prior to Outside Date) but only if, in the case of this Section 8.06(a)(iii), then (A) prior to the termination of this Agreement, a Company Acquisition Proposal shall have been made to the Company, or the intention to make a Company Acquisition Proposal with respect to the Company shall pay have been announced, disclosed or otherwise communicated by any Person to the Company Board, and (B) if within twelve (12) months following the date of such termination: (A) a Company Acquisition Proposal made, publicly announced, disclosed or otherwise communicated to the Company Board prior to the termination of this Agreement is consummated by the Company; or (B) the Company and/or its Subsidiaries enters into a definitive agreement in respect of a Company Acquisition Proposal made, publicly announced, disclosed or otherwise communicated to the Company Board prior to the termination of this Agreement and at any time thereafter (whether or not within twelve (12) months following the date of termination of this Agreement), such Company Acquisition Proposal is consummated, then an amount equal to the Termination Fee, shall be payable (less any applicable withholding tax) to the Parent (or its designee as the Parent may direct) with respect to: (A) Section 8.06(a)(i) and Section 8.06(a)(ii), concurrently with the termination of this Agreement; and (B) Section 8.06(a)(iii), concurrently with the closing of the applicable transactions contemplated by any Company Acquisition Proposal referred to herein. (b) The Company shall be entitled to the Termination Fee upon the occurrence of the following events (each a “Parent Termination Fee Event”), which shall be paid by the Parent (with respect to Section 8.06(b)(i) and (iii) and the Buyer (with respect to Section 8.06(b)(ii)) within one the time specified in respect of each such Parent Termination Fee Event: (1i) this Agreement is terminated by the Company or the Parent pursuant to Section 8.02(d) (Failure to complete the Financing), in which case the Termination Fee shall be paid on the first Business Day after following such termination; (ii) this Agreement is terminated by the Company pursuant to Section 8.04(f) (Failure to perform remedial covenant), in which case the Termination Fee shall be paid on the first Business Day following such termination; or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.04(a)(Breach of Representation, Warranty or Covenant) or by either Party pursuant to Section 8.02(c) (Effective Time not prior to Outside Date) but only if, in the case of this Section 8.06(b)(iii), (A) prior to the termination of this Agreement, a Parent Acquisition Proposal shall have been made to the Parent, or the intention to make a Parent Acquisition Proposal with respect to the Parent shall have been announced, disclosed or otherwise communicated by any Person to the Parent Board, and (B) if within twelve (12) months following the date of such termination: (A) a Parent Acquisition Proposal made, publicly announced, disclosed or otherwise communicated to the Parent Board prior to the termination of this Agreement is consummated by the Parent; or (B) the Parent and/or any of its Subsidiary enters into a definitive agreement in respect of a Parent Acquisition Proposal made, publicly announced, disclosed or otherwise communicated to the Parent Board prior to the termination of this Agreement and at any time thereafter (whether or not within twelve (12) months following the date of termination of this Agreement), such Parent Acquisition Proposal is consummated; then an amount equal to the Termination Fee, shall be payable (less any applicable withholding tax) to the Company (or as the Company may direct) with respect to Section 8.06(b)(iii) concurrently with the closing of the applicable transactions contemplated by any Parent Acquisition Proposal referred to herein. (c) In the event that each of the conditions set out in Section 6.01, Section 6.02 and Section 6.03 have been satisfied or waived prior to the Outside Date and either the Company or the Parent refuses to consummate the transactions contemplated by this Agreement (such refusing Party, the “Refusing Party”) within five (5) Business Days of: (i) the Company (if either the Parent or the Buyer are the Refusing Party); or (ii) the Parent (if the Company is the Refusing Party)(the “Non-Refusing Party”) providing reasonable evidence that it is ready, willing and able to consummate the transactions contemplated by this Agreement, then in the event that (iii) the Company is the Non-Refusing Party, then the Company shall pay be entitled to Parent or its designee the a Termination Fee concurrently with such terminationfrom the Parent; and and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of Parent and the Company, Buyer are the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingNon-Refusing Party, then the Parent shall be entitled to a Termination Fee from the Company. The Termination Fee contemplated herein shall be payable to the Company shall pay to Parent or its designee the Expenses Parent, as applicable, within two seven (27) Business Days after receipt of the date that the Non-Refusing Party provides reasonable evidence that it is ready, willing and able to consummate the transactions contemplated by this Agreement to the Refusing Party. (d) The Termination Fee shall be payable by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be Party required to pay such fee by wire transfer in immediately available funds to an account specified by the Termination Fee or, if applicable, the Expenses, on more than one occasionParty to whom such fee is payable. (be) If applicable, payment Each of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees Parties acknowledge that the agreements contained in this Section 7.3 8.06 (other than Section 8.06(c)) are an integral part of the transactions contemplated by this Agreement, Agreement and that, that without these agreements, Parent, Merger Sub and agreements the Company Parties would not enter into this Agreement and that the amounts set out in this Section 8.06 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damage and out-of-pocket expenditures which the Parties entitled to receive such fee will suffer or incur as a result of the event giving rise to such damages and the resultant termination of this Agreement and are not penalties and that no Party shall not take a position inconsistent with the foregoing. Other than with respect to Section 8.06(c), each of the Parties irrevocably waives any right that it may have to raise as a defence that any such liquidated damages are excessive or punitive. In the event that any Termination Fee is paid in full to either the Parent or the Company (or as it directs), as applicable, in the manner provided in this Section 8.06 (other than with respect to Section 8.06(c)), no other amounts will be due and payable as damages or otherwise to such Party and such Party hereby accepts that such payments are the maximum aggregate amount that the Party who has paid such fee shall be required to pay in lieu of any damages or any other payments or remedy which the Party may be entitled to in connection with this Agreement or the transactions contemplated by this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under Nothing contained in this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion 8.06 and no payment of the Termination Fee Fee, shall preclude a Party from seeking injunctive relief in accordance with Section 9.05 to restrain the breach or threatened breach of the Expenses, the Company shall pay covenants or agreements set forth in this Agreement or otherwise to Parent or its designee interest on such amounts from the date payment obtain specific performance of any of such amounts was due acts, covenants or agreements prior to the date termination of actual payment at the prime rate this Agreement, and any requirement for securing or posting of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) any bond in connection with the obtaining of any such suitinjunction or specific performance is hereby being waived. (f) In the event a Party is entitled to deduct and withhold from any payments made to the other Party (or to any other Person who is directed to pay) on account of a Termination Fee such amounts as reasonably determined by the payor are required to be deducted and withheld with respect to the making of such payment under applicable Tax law. Each To the extent that amounts are so withheld and timely paid to the appropriate Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been paid, as applicable, to the Parent or the Company (or to the other Person who is directed to pay) on account of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 precisionFee.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.1(c)(ii) or by Parent or Merger Sub pursuant to Section 9.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; andas 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). (ivb) 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) (Aor 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 pursuant to a Takeover 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 intention publicly made known and, in the case of termination pursuant to make 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)(i) the Company or any of its Subsidiaries enters into a Takeover definitive agreement with respect to, or consummates, any Company Acquisition Proposal involving the purchase of not less than a majority of the outstanding voting securities of the Company (whether or not conditional) is made the same as that originally announced or consummated), then, on the date of such execution or consummation, the Company shall pay the Termination Fee as directed in writing to Parent, less the amount of any Parent Expenses previously paid to Parent by the Company’s shareholders. (c) In the event that this Agreement is terminated by Parent or Merger Sub, otherwise publicly disclosed on the one hand, or proposed or is communicated to senior management of the Company, on the Company Board or a committee thereofother hand, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i9.1(b)(iii) due (or is terminated by the Company pursuant to the Company’s willful breach or failure to perform any a different section of its covenants or agreements set forth in the Agreement 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 pursuant to a Takeover Proposal 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 pendingnot payable pursuant to this Section 9.2, then the Company shall pay to Parent or its designee the Expenses 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 (2including reasonable legal fees and expenses) Business Days after receipt 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 ("Parent Expenses") as directed by Parent in writing, which amount shall not be greater than $50 million; 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 pursuant to this Section 9.2(c); and provided, further that the payment by the Company of documentation supporting such Expenses; it being understood that in no event Parent Expenses pursuant to this Section 9.2(c) shall not relieve the Company be required of any subsequent obligation to pay the Termination Fee or, if applicable, pursuant to Section 9.2(b) except to the Expenses, on more than one occasionextent indicated in Section 9.2(b). (bd) If applicableIn the event that this Agreement is terminated by the Company pursuant to (i) Section 9.1(b)(i) and at the time of such termination the conditions set forth in Sections 8.1, payment 8.2(a) and 8.2(b) have been satisfied, (ii) Section 9.1(c)(i) and at the time of such termination there is no state of facts or circumstances that would reasonably be expected to cause the conditions set forth in Section 8.1, 8.2(a) and 8.2(b) not to be satisfied on or prior to the End Date, or (iii) Section 9.1(c)(iii), then Parent shall pay the Company the Termination Fee as promptly as possible (but in any event within two Business Days) following such termination by the Company. (e) Any amount that becomes payable pursuant to Section 9.2(a), 9.2(b) or Expenses 9.2(c) or 9.2(d) shall be made to Parent or its designee paid by wire transfer of same day immediately available funds to the an account designated by Parent or the party entitled to receive such designeepayment. (cf) Each Party hereto agrees of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 9.2 are an integral part of the transactions contemplated by this Agreement, and that, that without these agreementsagreements the Company, Parent, Parent and Merger Sub and the Company would not enter have entered into this Agreement, and that any amounts payable pursuant to this Section 9.2 do not constitute a penalty. Accordingly, if If the Company fails promptly to pay as directed in writing by Parent any amounts due under to Parent or Merger Sub pursuant to this Section 7.3 and, 9.2 within the time periods specified in order this Section 9.2 or Parent fails to obtain such payment, Parent or its designee commences a suit that results in a judgment against pay the Company for all or a portion of any amounts due to the Termination Fee or Company pursuant to this Section 9.2 within the Expensestime periods specified in this Section 9.2, the Company or Parent, as applicable, shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) incurred by Parent or the Company, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such suitamounts, 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 date such amounts were required to be paid until the date of actual payment. Each Notwithstanding anything to the contrary in this Agreement, the Company's right to receive payment of the Parties hereto acknowledges that the Termination Fee is not from Parent pursuant to this Section 9.2 or the guarantee thereof pursuant to the Guarantees shall be the sole and exclusive remedy of the Company and its Subsidiaries against Parent, Merger Sub, the Guarantors and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents for the loss suffered as a penaltyresult of the failure of the Merger to be consummated, but rather are liquidated damages and upon payment of such amount, none of Parent, Merger Sub, the Guarantors or any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement (except that Parent shall also be obligated with respect to the second sentence of this Section 9.2(f) and the indemnification and reimbursement obligations of Parent contained in a reasonable amount Sections 7.10(a) and 7.11, and that will compensate Parent and Merger SubSub shall also be obligated with respect to the provisions of Sections 7.3(c) and the last sentence of Section 7.10(a), as it being understood that no other Person (including the case may be, in the circumstances in which Guarantors) shall have any liability or obligation under or with respect to such Termination Fee and/or Expenses, as the case may be, are payable for the efforts Sections 7.3(c) and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation such last sentence of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precisionSection 7.10(a).

Termination Fee. (a) In the event that: (i) If (A) a Takeover Proposal Parent or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereofterminates this Agreement pursuant to Section 9.1(h), and (B) this Agreement after the date hereof and prior to the date of such termination, a bona fide Acquisition Proposal is thereafter terminated publicly disclosed (1) whether by the Company or Parent pursuant to Section 7.1(b)(ia third party) or Section 7.1(b)(iii) and not publicly withdrawn at a time when a Takeover Proposal is pending, or least two (2) by Parent pursuant business days prior to Section 7.1(c)(ithe Company Stockholders’ Meeting, and (C) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of any entry of such terminationdefinitive agreement, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;Fee. (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party) and not withdrawn prior to such termination, (B) (I) Parent or the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii9.1(d) or (II) Parent terminates this Agreement pursuant to Section 7.1(c)(iv)9.1(c)(ii)(A) due to a breach of, or a failure to perform or comply with, one or more covenants or agreements under this Agreement following the receipt of such Acquisition Proposal and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent or its designee the Termination Fee, unless, in the case of a termination pursuant to Section 9.1(d), Parent owes the Parent Termination Fee within one (1to the Company in accordance with Section 9.2(c), in which case Parent shall pay the Parent Termination Fee to the Company in accordance with Section 9.2(c) Business Day after such termination;and no Termination Fee shall be payable by the Company. (iii) If Parent terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.1(e), then within two (2) business days after such termination, the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; andFee. (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, If the Company Board or a committee thereof, and (B) terminates this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i9.1(g), substantially concurrently with or prior to (and as a condition to) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingsuch termination, then the Company shall pay or cause to be paid to Parent or its designee the Expenses within two Termination Fee. (2v) Business Days after receipt In the event any amount is payable by the Company pursuant to the preceding clauses (i), (ii), (iii) or (iv), such amount shall be paid by wire transfer of documentation supporting such Expenses; it being understood that immediately available funds to an account designated in writing by Parent. Parent shall promptly provide wire transfer instructions in writing to the Company upon request (and in any event with sufficient time to allow the Company to pay or cause to be paid to Parent any Termination Fee payable hereunder within the time periods required by this Section 9.2(b)). For the avoidance of doubt, in no event shall the Company be required obligated to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (bvi) If applicableSolely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), payment of the Termination Fee or Expenses term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “fifteen percent (15%)” and “eighty-five percent (85%)” therein shall be made deemed to Parent or its designee by wire transfer of same day funds be references to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one “fifty percent (150%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.”

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i7.01(b)(i) [termination after the Outside Date], Section 7.01(b)(iii) [failure to receive the Company Stockholder Approval] or Section 7.1(b)(iii7.01(c)(i) at [Company breach]; provided that (A) a time when a bona fide Takeover Proposal is pendingshall have been made (or, or (2) by Parent in the case of a termination pursuant to Section 7.1(c)(i7.01(b)(iii) at [failure to receive the Company Stockholder Approval], publicly made) by a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months third party after the date of this Agreement and not withdrawn (or, in the case of a termination pursuant to Section 7.01(b)(iii) [failure to receive the Company Stockholder Approval], publicly withdrawn) prior to the earlier of the completion of the Company Stockholders’ Meeting (including any such terminationadjournment or postponement thereof) and the time this Agreement is terminated and (B) within 12 months of the date this Agreement is terminated, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Proposal; provided that, for purposes of clauses (A) and (B) of this Section 7.03(a)(i), the references to “20%” in the definition of Takeover Proposal is consummated, then the Company shall pay be deemed to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;be references to “50%”; or (ii) this Agreement is terminated (A) by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii7.01(c)(ii) [Adverse Recommendation Change] or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1B) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.01(d)(ii) [entry into a Company Acquisition Agreement]; then, in any such event under clause (i) or (ii) of this Section 7.03(a), then the Company shall pay or cause to be paid the applicable Company Termination Fee to Parent or its designee by wire transfer of same-day funds so long as Parent has timely provided the Termination Fee Company with wire instructions for such payment (x) in the case of Section 7.03(a)(ii)(A), within two Business Days after such termination, (y) in the case of Section 7.03(a)(ii)(B), prior to or concurrently with such termination; and termination or (ivz) (A) in the case of Section 7.03(a)(i), prior to or concurrently with entry into such definitive agreement with respect to a Takeover Proposal or intention referred to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expensestherein; it being understood that in no event shall the Company be required to pay or cause to be paid the applicable Company Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal shall have been made, proposed or intention to make a Takeover Proposal (whether or communicated, have become publicly known and not conditional) is made have been withdrawn after the date hereof and prior to the Company’s shareholders, otherwise publicly disclosed Company Stockholders Meeting (or proposed or is communicated prior to senior management the termination of the Company, the this Agreement if there has been no Company Board or a committee thereofStockholders Meeting), and (B) following the occurrence of an event described in the preceding clause (A), this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or and (C) within twelve (12) 12 months after of the date of any such terminationthis Agreement is terminated, the Company enters into a definitive agreement with respect to a such Takeover Proposal or a any such Takeover Proposal is consummated; provided that for purposes of clause (C) of this Section 7.3(a)(i), then the Company references to “20%” in the definition of Takeover Proposal shall pay be deemed to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal;be references to “50%”); or (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; andor (iviii) (A) a Takeover Proposal this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii) or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by the Company or Parent pursuant to Section 7.1(c)(i7.1(b)(iii) due and prior to the Company’s willful breach Company Stockholders Meeting the Company Board has made a Change of Recommendation; then, in any such event under clause (i), (ii) or failure to perform any (iii) of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pendingthis Section 7.3(a), then the Company shall pay as directed by Parent the applicable Termination Fee (as defined below), plus up to $7,000,000 in documented out-of-pocket fees and expenses incurred by Parent, Merger Sub and their respective Affiliates in connection with the transactions contemplated by this Agreement, including the Financing (“Parent or its designee Expenses”); provided that the Company shall not be required to pay the Parent Expenses in the event that the Parent Expenses have been paid pursuant to Section 7.3(b), by wire transfer of same day funds (x) in the case of Section 7.3(a)(iii), within two business days after such termination, (2y) Business Days simultaneously with such termination if pursuant to Section 7.1(d)(ii) or (z) in the case of only Section 7.3(a)(i), two business days after receipt by the Company consummation of documentation supporting such Expensesa Takeover Proposal; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.the

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i), and (B) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2) by Parent pursuant to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with or within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with respect to to, or consummates, a transaction contemplated by any Takeover Proposal within twelve (12) months of the date this Agreement is terminated; (ii) (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 consummated, then terminated by the Company shall pay or Parent pursuant to Parent or its designee Section 7.1(b)(iii), and (C) the Termination Fee concurrently with the earlier of the entry Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within twelve (12) months of the consummation of, such Takeover Proposaldate this Agreement is terminated; (iiiii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(i) and the Company’s breach or failure triggering such termination shall have been a material breach of, or failure to comply with, the Company’s obligations under Section 5.1 or Section 5.3; (iv) (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) in circumstances not covered by Section 7.3(a)(iii), and the Company’s breach or failure triggering such 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 six (6) months of the date this Agreement is terminated; (v) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination;; or (iiivi) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.

Termination Fee. (a) In Notwithstanding anything in this Agreement to the event thatcontrary, if: (i) this Agreement is terminated by the Company pursuant to Section 9.01(c) (ASuperior Proposal) to enter into a Takeover Proposal written definitive agreement with a Third Party or intention by Rorschach pursuant to make Section 9.01(b) (Company Adverse Recommendation Change), then the Company shall pay or cause to be paid to Rorschach in immediately available funds the Termination Fee, in the case of a Takeover Proposal termination by Rorschach, within two (whether or not conditional2) is made to Business Days after such termination and, in the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management case of a termination by the Company, immediately before and as a condition to such termination; (ii) prior to receipt of the Company Board or a committee thereof, and (B) Required Stockholder Approval, A. this Agreement is thereafter terminated (1) by the Company or Parent Rorschach pursuant to Section 7.1(b)(i9.01(d) (Outside Date) or Section 7.1(b)(iii9.01(f) (Company No Vote), or by Rorschach pursuant to Section 9.01(g) (Company Breach); and B. at any time after the date of this Agreement but prior to the termination of this Agreement (in the case of a time when termination pursuant to Section 9.01(d) (Outside Date) or Section 9.01(g) (Company Breach)) or the date of the Company Stockholders’ Meeting (in the case of a termination pursuant to Section 9.01(f) (Company No Vote)), a Takeover Proposal is pendingwith respect to the Company shall have been publicly announced, disclosed or (2) by Parent pursuant otherwise communicated to Section 7.1(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with the Company or the Company Board after the date of this Agreement; and C. within twelve (12) months after the date of any such termination, the Company enters into a definitive agreement with any Third Party with respect to a any Takeover Proposal or a Takeover Proposal is consummatedconsummated (provided that for purposes of this ‎Section 9.03(a)(ii), each reference to “20%” in the definition of Takeover Proposal shall be deemed to be a reference to “more than 50%”); then the Company shall pay or cause to Parent or its designee be paid to Rorschach in immediately available funds the Termination Fee concurrently with on the earlier of (x) the entry into date on which a definitive agreement with respect to, or to a Takeover Proposal was executed by the Company and (y) concurrently with the consummation of, of such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii) or Section 7.1(c)(iv), then the Company shall pay to Parent or its designee the Termination Fee within one (1) Business Day after such termination; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then the Company shall pay to Parent or its designee the Termination Fee concurrently with such termination; and (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood that in no event shall the Company be required to pay the Termination Fee or, if applicable, the Expenses, on more than one occasion. (b) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated by Parent or such designee. (c) Each Party hereto agrees that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 7.3 and, in order to obtain such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expenses, the Company shall pay to Parent or its designee interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was due plus one percent (1%), together with the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) in connection with such suit. Each of the Parties hereto acknowledges that the Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) If this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) at a time when a Takeover Proposal is pending, or (2A) by Parent pursuant to Section 7.1(c)(i10.01(c)(i) at a time when a Takeover Proposal is pending, then if, concurrently with (Adverse Recommendation Change) or within twelve (12B) months after the date of any such termination, by the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then the Company shall pay to Parent or its designee the Termination Fee concurrently with the earlier of the entry into a definitive agreement with respect to, or the consummation of, such Takeover Proposal; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), Section 7.1(c)(iii10.01(d)(i) or Section 7.1(c)(iv(Superior Proposal), then the Company shall pay to Parent or its designee in immediately available funds $50,245,503.85 (the “Company Termination Fee Fee”), in the case of a termination pursuant to the foregoing clause (A), within one (1) Business Day after such termination; (iii) this Agreement is terminated by termination and, in the Company case of a termination pursuant to Section 7.1(d)(iithe foregoing clause (B), then the Company shall pay immediately before and as a condition to Parent or its designee the Termination Fee concurrently with such termination; and termination (iv) (A) a Takeover Proposal or intention to make a Takeover Proposal (whether or not conditional) is made to the Company’s shareholders, otherwise publicly disclosed or proposed or is communicated to senior management of the Company, the Company Board or a committee thereof, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(c)(i) due to the Company’s willful breach or failure to perform any of its covenants or agreements set forth in the Agreement at a time when a Takeover Proposal is pending, then the Company shall pay to Parent or its designee the Expenses within two (2) Business Days after receipt by the Company of documentation supporting such Expenses; it being understood and agreed that in no event shall the Company be required to pay the Company Termination Fee or, if applicable, the Expenses, on more than one occasion). (bii) If applicable, payment of the Termination Fee or Expenses shall be made to Parent or its designee by wire transfer of same day funds to the account designated (A) this Agreement is terminated by Parent or the Company pursuant to Section 10.01(b)(i) (End Date) or Section 10.01(b)(iii) (Company No Vote) or by Parent pursuant to Section 10.01(c)(ii) (Company Breach) by reason of an intentional breach of Section 6.03 by the Company, (B) after the date of this Agreement and prior to such designee. termination (cin the case of a termination pursuant to Section 10.01(b)(i) Each Party hereto agrees that (End Date) or Section 10.01(c)(ii) (Company Breach)) or the agreements contained in this Section 7.3 are an integral part date of the transactions contemplated by this AgreementCompany Meeting (in the case of a termination pursuant to Section 10.01(b)(iii) (Company No Vote)), an Acquisition Proposal shall have been publicly announced (or otherwise become publicly known) and thatnot publicly withdrawn and (C) within 12 months following the date of such termination, without these agreements, Parent, Merger Sub and the Company would not enter (x) consummates a transaction with respect to an Acquisition Proposal or (y) enters into a definitive agreement with respect to an Acquisition Proposal and such Acquisition Proposal, whether during such 12-month period or thereafter, is subsequently consummated (provided that for purposes of this Agreement. Accordinglyclause (C), if each reference to “15%” in the Company fails promptly definition of Acquisition Proposal shall be deemed to pay any amounts due under this Section 7.3 andbe a reference to “50%”), then, in order to obtain any such payment, Parent or its designee commences a suit that results in a judgment against the Company for all or a portion of the Termination Fee or the Expensesevent, the Company shall pay to Parent in immediately available funds, prior to or concurrently with the consummation of such Acquisition Proposal described in clause (C), the Company Termination Fee. (iii) The Company agrees, on behalf of itself and its designee interest on Affiliates, successors and assigns, that (x) the liabilities and damages that may be incurred or suffered by Parent in circumstances in which the Company Termination Fee is payable are uncertain and difficult to ascertain, (y) the Company Termination Fee represents a reasonable estimate of probable liabilities and damages incurred or suffered by Parent in the circumstances described in this Section 11.04, and (z) such amounts from amount is not excessive or unreasonably large, given the date parties’ intent and dealings with each other, and shall not be argued by the Company to be or be construed as a penalty, and the Company expressly waives any right to argue, assert or claim any of the foregoing in any dispute among the parties and/or any of their respective Affiliates, successors or assigns, arising out of this Agreement. (iv) Notwithstanding anything in this Agreement to the contrary, in the event that this Agreement is terminated under circumstances in which the Company Termination Fee is payable pursuant to this Section 11.04(b), Parent’s right to terminate this Agreement and receive payment of the Company Termination Fee shall be the sole and exclusive remedy of Parent, Merger Sub, the Debt Financing Sources or any of their respective Affiliates and any of their respective Related Persons against the Company, its Subsidiaries and any of their respective Affiliates and any of their respective Related Persons for all losses and damages suffered as a result of the failure of the Transactions to be consummated (including any damages for fraud) or for a breach or failure to perform hereunder or otherwise (including in the event of a fraud or breach, whether willful, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance), and upon payment of such amounts was due to the date of actual payment at the prime rate amount, none of the Bank Company or its Related Persons shall have any further liability or obligation relating to or arising out of New York this Agreement or the Transactions; provided that nothing in effect on this Section 11.04(b) shall limit, abridge or otherwise modify any remedies available to Parent under the date such payment was due plus one percent (1%), together with Confidentiality Agreement or otherwise preclude Parent from seeking monetary damages in the costs and expenses of Parent and Merger Sub (including reasonable legal fees and expenses) event this Agreement is terminated under circumstances pursuant to Section 10.01 in connection with such suit. Each of which the Parties hereto acknowledges that the Company Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, as the case may be, in the circumstances in which such Termination Fee and/or Expenses, as the case may be, are 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 precisionpayable.