Common use of Termination Fee Clause in Contracts

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated (i) by PJC pursuant to Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in If this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated shall be terminated: (i) by PJC FSIC pursuant to Section 10.1(d9.1(d)(ii) or Section 10.2(f9.1(d)(iii), ; (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes CCT pursuant to Section 10.1(c9.1(c)(iv); or (iii) (A) by (x) FSIC or CCT pursuant to Section 10.1(e9.1(b)(ii) or Section 9.1(b)(iii) or (y) FSIC pursuant to Section 9.1(d)(i) (unless solely to the extent that CCT 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) or Section 9.1(d)(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 CCT Stockholders Meeting, and (C) CCT enters into a definitive Contract with respect to such Takeover Proposal within twelve (12) months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such twelve (12)-month period); provided, that for purposes of this Section 9.2(a)(iii), 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%”, then CCT shall (A) in the case of Section 10.1(e9.2(a)(i), PJC’s material breach was no later than two (2) Business Days after the basis for date of such termination, (B) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iiiSection 9.2(a)(ii), within sixty prior to, and as a condition to such termination, and (60C) days in the case of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s AffiliatesSection 9.2(a)(iii), then within two (2) Business Days following after the date that such termination Takeover Proposal is consummated, in each case pay FSIC, subject to applicable Law, a non-refundable fee in an amount equal to $75,177,120 (the “CCT Termination Fee”) as liquidated damages and full compensation hereunder, by wire transfer of immediately available funds to an account designated in writing to CCT by FSIC if FSIC shall have furnished to CCT wire payment instructions prior to the case date of clause payment or, otherwise, by certified or official bank check. In the event that the CCT Termination Fee becomes payable and is paid by CCT pursuant to this Section 9.2(a), the CCT Termination Fee shall be FSIC’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement. (b) If this Agreement shall be terminated: (i) by CCT pursuant to Section 9.1(c)(ii) or clause Section 9.1(c)(iii); (ii) by FSIC pursuant to Section 9.1(d)(iv); or (iii) (A) by (x) FSIC or CCT pursuant to Section 9.1(b)(ii) or entry into such an agreement Section 9.1(b)(iv) or consummation of such Alternative Proposal (in the case of clause y) CCT pursuant to Section 9.1(c)(i) (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition solely to the foregoingextent that FSIC has committed a willful or intentional breach), and notwithstanding anything in this Agreement to (B) a Takeover Proposal has been publicly disclosed after the contrary, and without limiting any other provision date of this Agreement or any other Transaction Documentand, in the event that (x) this Agreement has been validly terminated by Emergent pursuant prior to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of 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 FSIC Stockholders Meeting, and (C) FSIC enters into a definitive Contract with respect to such Takeover Proposal within twelve (12) months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such twelve (12)-month period); provided, that for purposes of this Section 9.2(b)(iii), 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%”, then FSIC shall (A) in the case of Section 9.2(b)(i), no later than two (2) Business Days after the date of such termination, (B) in the case of Section 9.2(b)(ii), prior to, and as a condition to such termination, and (C) in the case of Section 9.2(b)(iii), within two (2) Business Days following after the expiration date that such Takeover Proposal is consummated, in each case, pay CCT, subject to applicable Law, a non-refundable fee in an amount equal to $75,177,120 (the “FSIC Termination Fee”) as liquidated damages and full compensation hereunder, by wire transfer of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed funds to an account designated in writing to FSIC by Emergent. (b) Notwithstanding anything in this Agreement CCT if CCT shall have furnished to FSIC wire payment instructions prior to the contrarydate of payment or, if PJCotherwise, Triax by certified or Emergent receives a payment under official bank check. In the event that the FSIC Termination Fee becomes payable and is paid by FSIC pursuant to this Section 10.3(a9.2(b), such payment the FSIC Termination Fee shall be deemed to be liquidated damages, and shall be its CCT’s sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of remedy for monetary damages under this Agreement that resulted in the making of such paymentAgreement. (c) Emergent and each Consenting Convertible Note Holder acknowledges The parties acknowledge that the agreements contained in this Section 10.3 9.2 are an integral part of the transactions contemplated by this Agreement and thatTransactions, that without these agreements, PJC agreements each party 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 Emergent If FSIC fails to pay any amounts due to CCT pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for 9.2 within the amounts set forth time periods specified in this Section 10.39.2 or CCT fails to pay FSIC any amounts due to FSIC pursuant to this Section 9.2 within the time periods specified in this Section 9.2, Emergent FSIC or CCT, as applicable, shall pay to PJC reasonable and Triax their documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by CCT or FSIC, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such Legal Proceedingamounts, together with interest on such unpaid amounts from the date payment of such amounts was due pursuant to this Section 10.3 at the prime lending rate in effect on the date payment was due as published in The Wall Street Journal (or any successor publication thereto), calculated on a daily basis from the date such payment was amounts were required to be made paid until the date of payment at the rate of ten percent (10%) per annumactual payment. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (ai) Notwithstanding anything in In the event that: (A) this Agreement is terminated by CPT pursuant to Section 8.1(e); or (B) this Agreement is terminated by Inuvo pursuant to Section 8.1(f), then in the contrarycase of (A) or (B) above, Inuvo shall promptly, but in no event later than the date of the earliest such event, pay to CPT a fee equal to Two Million Eight Hundred Thousand Dollars ($2,800,000) (the “Inuvo Termination Fee”), payable by wire transfer of same day funds; provided, however, that, in the case of any termination pursuant to Section 8.1(f), the CPT Termination Fee shall be payable prior to, and without limiting any other provision of this Agreement or any other Transaction Documentas a condition to, in such termination. (ii) In the event that this Agreement has been validly is terminated (i) by PJC Inuvo pursuant to Section 10.1(d8.1(g) or Section 10.2(f8.1(h), CPT shall, or shall cause Parent to, promptly, but in no event later than the date of the earliest such event, pay to Inuvo a fee equal to Two Million Eight Hundred Thousand Dollars (ii$2,800,000) (the “CPT Termination Fee”), payable by Convertible Note Holderswire transfer of same day funds; provided, including the Consenting Convertible Note Holdershowever, that, in the aggregate, hold a majority case of the aggregate principal amount of the outstanding Convertible Notes any termination pursuant to Section 10.1(c8.1(g) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e8.1(h), PJC’s material breach was the basis for CPT Termination Fee shall be payable prior to, and as a condition to, such termination) or . (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case Each of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC CPT and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder Inuvo acknowledges that the agreements contained in this Section 10.3 8.3(b) are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC each Party would not enter into this Agreement. It is agreed that each of the CPT Termination Fee and the Inuvo Termination Fee constitutes liquidated damages and is not a penalty, and the payment of the CPT Termination Fee or the Inuvo Termination Fee in the circumstances specified herein is supported by due and sufficient consideration. Accordingly, if Emergent CPT or Inuvo fails promptly to pay any amounts make a payment due pursuant to this Section 10.38.3(b), and, in order to obtain such payment, PJC and/or Triax CPT on the one hand, or Inuvo on the other hand, commences a Legal Proceeding suit that results in a judgment against Emergent for the amounts set forth in this Section 10.3other Party, Emergent such other Party shall pay to PJC and Triax CPT or Inuvo, as applicable, their reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceedingsuit, together with interest on the amounts due pursuant to amount set forth in this Section 10.3 8.3(b) at the publicly announced prime rate of Bank of America, N.A. plus two percent (2.0%) per annum, compounded quarterly, from the date such payment was required to be made until paid. Payment of the date fees described in this Section 8.3(b) shall not be in lieu of payment at damages incurred in the rate event of ten percent (10%) per annuma breach of this Agreement described in Section 8.2. (div) Simultaneously with the execution and delivery of this Agreement, Emergent In no event shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall more than one CPT Termination Fee or one Inuvo Termination Fee be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3payable hereunder.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated (i) by PJC pursuant to Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that If (x) this Agreement has been validly is terminated by Emergent pursuant to (i) Section 10.1(b7.1(b)(i) (Termination Date) and the Minimum Tender Condition has not been satisfied at the time of such termination and prior to such termination any Person (other than BGCP and Purchaser) shall have made a Takeover Proposal, which shall have been publicly announced or disclosed or disclosed to the GFI Board or any committee thereof, (ii) Section 7.1(c)(i) (Breach by GFI), (iii) Section 7.1(c)(ii) (Violation of Alternative Proposals) or (iv) Section 7.1(c)(iii) (Failure to Recommend or Change in Recommendation) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date twelve months of such termination, then within two (1) GFI enters into a definitive agreement to consummate a transaction contemplated by any Takeover Proposal (regardless of when made and such transaction is thereafter consummated (regardless of when consummated)) or (2) Business Days following the expiration GFI consummates a transaction contemplated by any Takeover Proposal (regardless of such sixty (60) day periodwhen made), PJC then GFI shall pay pay, or cause to be paid paid, to Emergent the amount BGCP, by wire transfer of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergentan amount equal to $27,005,057 (the “Termination Fee”), concurrently with the consummation of such transaction; provided that, solely for purposes of this Section 7.3(a), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 5.4(f) (Alternative Proposals), except that all references to 20% shall be changed to 50%. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges GFI agrees that the agreements contained in this Section 10.3 7.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC BGCP would not enter into this Agreement. Accordingly, if Emergent GFI fails promptly to pay any amounts due pursuant to under this Section 10.3, 7.3 and, in order to obtain such payment, PJC and/or Triax BGCP commences a Legal Proceeding suit that results in a judgment against Emergent GFI for the amounts set forth in this Section 10.3such amounts, Emergent GFI shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on such amounts from the date the payment of such amounts was due pursuant to this Section 10.3 from the date of actual payment at the prime rate of the Bank of New York in effect on the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously due, together with the execution and delivery reasonable Expenses of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking BGCP in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance connection with this Section 10.3such suit.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in In the event that this Agreement has been validly terminated that: (i) this Agreement is terminated by PJC either ITOCHU or ▇▇▇▇ pursuant to Section 10.1(d10.1(b)(i) (but only if the Stockholders Meeting has not been held by the Termination Date) or Section 10.2(f), 10.1(b)(iii) and (iiA) by Convertible Note Holders, including prior to the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to termination under Section 10.1(c10.1(b)(i) or pursuant the taking of a vote to Section 10.1(e) approve this Agreement at the Stockholders Meeting or any adjournment or postponement thereof (unless in the case of a termination pursuant to Section 10.1(e10.1(b)(iii)), PJC’s material breach was an Acquisition Proposal shall have been communicated to the basis for senior management of ▇▇▇▇ or the ▇▇▇▇ board of directors or shall have been publicly announced or publicly made known to the stockholders of ▇▇▇▇, and not withdrawn prior to the Termination Date or such terminationvote to adopt this Agreement, as applicable and (B) within six months after such termination ▇▇▇▇ shall have consummated or entered into a definitive agreement with respect to such Acquisition Proposal; (ii) this Agreement is terminated by ▇▇▇▇ pursuant to Section 10.1(d)(ii); or (iii) this Agreement is terminated by ITOCHU pursuant to Section 10.1(c)(ii), then, in any such case, ▇▇▇▇ shall pay ITOCHU a termination fee of $50,400,000 (the “Termination Fee”), it being understood that in no event shall ▇▇▇▇ be required to pay the Termination Fee on more than one occasion. (b) Payment of the Termination Fee, if applicable, shall be made by wire transfer of same day funds to the account or accounts designated by ITOCHU (1) on the consummation of any transaction contemplated by an Acquisition Proposal in the case of a Termination Fee payable pursuant to Section 10.3(a)(i) or (iii2) by PJC or Emergent pursuant to Section 10.1(bwithin five (5) or Section 10.1(g) anddays after the termination of this Agreement, in the case of this clause Sections 10.3(a)(ii) and (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder ▇▇▇▇ acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC ITOCHU would not enter into this Agreement. Accordingly; accordingly, if Emergent ▇▇▇▇ fails promptly to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax ITOCHU commences a Legal Proceeding suit that results in a judgment against Emergent ▇▇▇▇ for the amounts set forth in this Section 10.3, Emergent ▇▇▇▇ shall pay to PJC and Triax their ITOCHU its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceedingsuit, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the prime lending rate of ten percent (10%) per annumas published in The Wall Street Journal in effect on the date such payment was required to be made. (d) Simultaneously The Parties agree that if this Agreement is terminated pursuant to Sections 10.1(b)(i) or 10.1(b)(iii) (in each case only as specifically contemplated by Section 10.3(a)(i)), or Section 10.1(c)(ii) or Section 10.1(d)(ii), the delivery of the Termination Fee shall be deemed to be liquidated damages and the sole and exclusive remedy for any and all claims, actions, causes of action, judgments, awards, losses, damages, liabilities, fines, penalties, expenses or costs (including reasonable attorney’s fees and other out-of-pocket costs incurred in investigating, preparing and defending the foregoing) suffered or incurred by ITOCHU or any of its Affiliates or any other Person in connection with the execution and delivery or related to or arising out of this Agreement, Emergent shall cause Lamington Road the transactions contemplated hereby, any oral representation made or alleged to execute have been made in connection herewith or therewith or any matter forming the basis for such termination, and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road neither ITOCHU nor any of its Affiliates or any other Person shall be legally obligated entitled to pay bring or maintain any amounts due other claim, action or proceeding against ▇▇▇▇ any Acquired Entity or any of their respective former, current or future Affiliates arising out of this Agreement, the transactions contemplated hereby, any oral representation made or alleged to PJC have been made in accordance with this Section 10.3connection herewith or therewith or any matter forming the basis for such termination.

Termination Fee. (a) Notwithstanding anything in To the extent this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been is validly terminated in accordance with this Section 14 (i) by PJC pursuant to other than Section 10.1(d14(b)(i) or Section 10.2(f14(c)(iv)), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii)Company shall, within sixty three (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (23) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall termination, pay or cause to be paid to PJC and Triax the Commitment Parties that are not Defaulting Commitment Parties a non-refundable cash payment in an aggregate amount of One Million Five Hundred Thousand Dollars equal to (x) $1,500,000.00) in immediately available funds, 9,440,000 payable as instructed by PJC and Triax. In addition to the foregoingBackstop Parties that are not Defaulting Commitment Parties, and notwithstanding anything in this Agreement allocated pro rata based on each such Backstop Party’s Backstop Commitment Percentage (excluding the Backstop Commitment Percentage of any Defaulting Commitment Party), plus (y) $143,000 payable to the contraryManagement Commitment Parties that are not Defaulting Commitment Parties, and without limiting allocated pro rata based on each such Management Commitment Party’s percentage (its “Management Commitment Percentage”), as set forth on Schedule 1 opposite such Management Commitment Party’s name (excluding the Management Commitment Percentage of any other provision of this Agreement or any other Transaction Document, Defaulting Commitment Party); provided that in the event that (x1) this Agreement has been is validly terminated in accordance with Section 14(c)(xviii) because the RSA was validly terminated in accordance with Section 13.03(a) of the RSA or (2) this Agreement is validly terminated in accordance with Section 14(a)(ii) or Section 14(a)(iii) due to a failure of a condition to closing set forth in Section 11 of this Agreement to be satisfied by Emergent pursuant the Outside Date and (w) such failure is a result of the breach of the RSA by a Consenting Noteholder(s) (as defined in the RSA), (x) the Company has given notice of such breach to Section 10.1(b) and such Consenting Noteholder(s), (y) Emergent has not entered into an Alternative Proposal within sixty ten (60) days of the date of such termination, then within two (210) Business Days following the expiration giving of such sixty notice, either such Consenting Noteholder(s) have failed to cure such breach or this Agreement has been terminated in accordance with Section 14(a)(ii), and (60z) day periodsuch ten (10) Business Day period has elapsed prior to such termination pursuant to Section 14(c)(xviii) or Section 14(a)(iii), PJC then any such breaching Consenting Noteholder who is also a Commitment Party hereunder shall pay or cause not be entitled to their pro rata share of any payment to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in Commitment Parties pursuant to this Agreement to Section. To the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder extent that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any all amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for 14(e) shall have been paid by the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) Company or the applicable Commitment Parties in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery a termination of this Agreement, Emergent the Commitment Parties shall cause Lamington Road not have any additional recourse against the Company for any obligations or liabilities relating to execute and deliver or arising from this Agreement. Absent a change in Law, the Company does not expect to PJC a written undertaking in form and substance satisfactory have an obligation to PJC pursuant to which Lamington Road shall be legally obligated to pay withhold any amounts due to PJC in accordance with this Section 10.3Taxes on any required payment of the termination fee.

Termination Fee. (a) Notwithstanding anything Any provision in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in contrary notwithstanding, (a) In the event that this Agreement has been validly terminated that: (i) after the date of this Agreement, (A) any Alternative Proposal (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to, and not withdrawn prior to the time of, the Company Meeting, (B) this Agreement is validly terminated by PJC Parent or the Company pursuant to (1) Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination7.1(d) or (iii2) by PJC or Emergent pursuant to Section 10.1(b7.1(b) or Section 10.1(g) (and, in the case of this clause (iiiB)(2), within sixty so long as (60x) days prior to the time such Alternative Proposal was first publicly proposed or publicly disclosed Parent shall not have delivered a notice to the Company in accordance with Section 7.1(f) or Section 5.11 citing a failure of a condition to the obligation of Parent and Merger Subsidiary to consummate the Merger set forth in Section 6.3(a)(i) and (y) at the time of such termination Emergent enters termination, the condition set forth in Section 6.1(a) shall not have been satisfied but all other conditions to the obligations of the parties to consummate the Merger set forth in Sections 6.1, 6.2(a) and 6.2(b) have been satisfied) and (C) concurrently with or within twelve (12) months after such termination, the Company shall have entered into any a definitive agreement with respect to a Qualifying Transaction or consummates consummated the transactions contemplated by a Qualifying Transaction; (ii) Parent shall have validly terminated this Agreement pursuant to Section 7.1(g) or 7.1(h); or (iii) the Company shall have validly terminated this Agreement pursuant to Section 7.1(i), then, in any such event, the Company shall pay to Parent (or, at Parent’s direction, an Alternative Proposal with Affiliate of Parent) a third party other than PJC fee of twenty-three million eight hundred thousand dollars ($23,800,000) in cash (the “Termination Fee”), by wire transfer of same day funds to one or one more accounts designated by Parent, such payment to be made, in the case of PJC’s Affiliatesa termination referenced in clause (i) above, then within two (2) Business Days following such termination (upon consummation of the Qualifying Transaction, in the case of clause (iii) or clause above, within three (ii)3) or entry into such an agreement or consummation Business Days of such Alternative Proposal (termination or, in the case of clause (iii) above, in advance of or substantially concurrently with the termination by the Company pursuant to Section 7.1(i)) Emergent ; it being understood that in no event shall the Company be required to pay or cause to the Termination Fee on more than one occasion. The foregoing notwithstanding, the “Termination Fee” shall be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars eleven million nine hundred thousand dollars ($1,500,000.0011,900,000) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, cash solely in the event that (x) this Agreement has been validly is terminated by Emergent the Company prior to the thirtieth (30th) day after the Solicitation Period End-Date pursuant to Section 10.1(b7.1(i) and (y) Emergent has not entered to enter into a Qualifying Transaction with an Alternative Proposal within sixty (60) days Excluded Party. Following receipt by Parent of the date of such terminationTermination Fee in accordance with this Section 7.3, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC Company shall pay have no further liability with respect to this Agreement or cause the transactions contemplated hereby to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by EmergentParent or Merger Sub. (b) Notwithstanding anything The parties agree and understand that (i) in no event shall the Company be required to pay the Termination Fee on more than one occasion and (ii) in no event shall Parent be entitled, pursuant to this Section 7.3, to receive an amount greater than the Termination Fee. Anything to the contrary in this Agreement notwithstanding, except in the case of fraud, (A) if Parent receives the Termination Fee from the Company pursuant to the contrary, if PJC, Triax or Emergent receives a payment under this Section 10.3(a)7.3, such payment shall be deemed to be liquidated damages, and shall be its the sole and exclusive remedyremedy of the receiving party against the paying party and its Subsidiaries and their respective former, with current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives and none of the paying party, 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 and (B) if Parent or Merger Sub receives any payments from the Company in respect to of any breach of this Agreement and thereafter Parent receives the representationTermination Fee pursuant to this Section 7.3, warranty, covenant, obligation or agreement hereunder the amount of such Termination Fee shall be reduced by the aggregate amount of such payments made by the party paying the Termination Fee in respect of any such breaches. The parties acknowledge that was the basis agreements contained in this Section 7.3 are an integral part of the termination of transactions contemplated hereby, that, without these agreements, the parties would not enter into this Agreement and that any amounts payable pursuant to this Section 7.3 do not constitute a penalty. Accordingly, if any party fails to promptly pay any amount due pursuant to this Section 7.3, such party shall also pay any costs and expenses (including reasonable legal fees and expenses) incurred by the party entitled to such payment in connection with a legal action to enforce this Agreement that resulted results in a judgment for such amount against the making party failing to promptly pay such amount. Any amount not paid when due pursuant to this Section 7.3 shall bear interest from the date such amount is due until the date paid at a rate equal to the prime rate as published in The Wall Street Journal, Eastern Edition in effect on the date of such payment. (c) Emergent If the circumstances described in both Section 7.3(a)(i)(A) and each Consenting Convertible Note Holder acknowledges that Section 7.3(a)(i)(B) shall have occurred, but the agreements contained in this Section 10.3 are an integral part Termination Fee, as of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due time Parent requests reimbursement pursuant to this Section 10.37.3(c), andshall not have become payable (as a result of the non-occurrence of events described in 7.3(a)(i)(C)), in order to obtain such paymentthe Company shall reimburse Parent and its Affiliates (by wire transfer of immediately available funds), PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent no later than two (2) Business Days after submission of reasonable documentation thereof, for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax 100% of their costs reasonable out-of-pocket fees and expenses (including reasonable attorneys’ fees and expensesexpenses of their counsel) up to $5,000,000 actually incurred by any of them in connection with this Agreement and the transactions contemplated hereby including the arrangement of, obtaining the commitment to provide or obtaining any financing for such Legal Proceedingtransactions; provided that, together with interest on to the amounts due extent that the Termination Fee becomes payable to Parent pursuant to Section 7.3(a)(i), the amount of such Termination Fee shall be reduced by the aggregate amount of any fees and expenses actually paid to Parent and its Affiliates by the Company pursuant to this Section 10.3 from 7.3(c), and following the date such payment was required of the Termination Fee, as so reduced, if applicable, to be made until Parent, the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent Company shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with have no further obligation under this Section 10.37.3(c).

Termination Fee. (a) Notwithstanding anything in If (x) Parent exercises its right to terminate this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated (i) by PJC pursuant to under Section 10.1(d7.1(c)(ii) or Section 10.2(f7.1(c)(iii), or (iiy) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant Company exercises its right to terminate this Agreement under Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination7.1(b)(i) or (iii) by PJC or Emergent at a time when Parent is entitled to terminate this Agreement pursuant to Section 10.1(b7.1(c)(ii) or Section 10.1(g7.1(c)(iii), or (z) the Company exercises its right to terminate this Agreement under Section 7.1(d)(ii), the Company shall pay to Parent (i) $52,500,000 (the “Termination Fee”) and (ii) all reasonable documented out-of-pocket fees and expenses (including, without limitation, reasonable fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by Parent in connection with the Transactions or related to the authorization, preparation, negotiation, financing, execution and performance of this Agreement and the transactions contemplated hereby up to a maximum amount of $6,000,000 (the “Parent Expenses”). Payments under this Section 7.3(a) shall be made concurrently with termination under Section 7.1(b)(i) or (iii) or Section 7.1(d)(ii) and, in the case of this clause a termination under Section 7.1(c)(ii) or (iiic)(iii), within sixty (60) five business days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJCParent’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergentdemand therefor. (b) Notwithstanding anything in If (i) either Parent or the Company exercises its right to terminate this Agreement under Section 7.1(b)(i) or 7.1(b)(iii) or Parent exercises its right to terminate this Agreement under Section 7.1(c)(i), and (ii) prior to such termination the contraryCompany or any of its Subsidiaries has received an Alternative Proposal (or an Alternative Proposal or an intention to make an Alternative Proposal has been publicly announced), then the Company shall pay to Parent the Parent Expenses within five business days of Parent’s demand therefor. In addition, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of within twelve months after the termination of this Agreement that resulted as described in the making previous sentence, the Company consummates any Alternative Proposal or enters into an Acquisition Agreement relating to any Alternative Proposal and subsequently consummates such Acquisition Proposal within eighteen months after termination of such paymentthis Agreement, then the Company shall pay to Parent the Termination Fee within five business days of Parent’s demand therefor. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery For purposes of this Agreement, Emergent shall cause Lamington Road “Alternative Proposal” means, other than the Transactions, any offer or proposal with respect to execute and deliver to PJC (i) a written undertaking in form and substance satisfactory to PJC merger, consolidation, business combination, reorganization, recapitalization, joint venture, liquidation, dissolution or similar transaction involving the Company pursuant to which Lamington Road shall be legally obligated the shareholders of the Company, immediately prior to pay such transaction, would own less than 75% of the voting equity securities of the entity surviving or resulting from such transaction (or the ultimate parent entity thereof), (ii) any amounts due to PJC in accordance with this Section 10.3purchase or other acquisition of 50% or more of the consolidated assets of the Company or (iii) any purchase or other acquisition (by tender offer, exchange offer or otherwise) of 50% or more of the outstanding voting equity securities of the Company.

Termination Fee. (a) Notwithstanding anything in If this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly is terminated by (i) by PJC Acquirer or the Company pursuant to Section 10.1(d7.1(b) or Section 10.2(f7.1(c) (to the extent such Order relates to the HSR Act), (ii) by Convertible Note Holdersat the time of such termination, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority any of the aggregate principal amount of the outstanding Convertible Notes pursuant to conditions set forth in Section 10.1(c6.1(b), Section 6.1(c) or pursuant to Section 10.1(e6.3(c) (unless in were not satisfied by the case of Section 10.1(e), PJC’s material breach was the basis for such termination) Company or waived by Acquirer and (iii) at the time of such termination, each of the other conditions in Section 6.1 and Section 6.3 was satisfied (other than conditions that by PJC or Emergent pursuant their nature are only to Section 10.1(b) or Section 10.1(g) and, in be satisfied at the case Closing; provided that such conditions were then capable of this clause (iiibeing satisfied), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliatesthen Acquirer shall pay, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available fundspaid, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement Company an amount equal to $30,000,000 (the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent“Reverse Termination Fee”). (b) Notwithstanding anything to the contrary in this Agreement Agreement, (i) if Acquirer fails to effect the contrary, if PJC, Triax or Emergent receives a payment under Closing when required by Section 10.3(a1.1(c), such payment shall be deemed to be liquidated damagesor otherwise breaches this Agreement (whether willfully, and shall be its sole and exclusive remedyintentionally, with respect to any breach unintentionally or otherwise), then (A) a decree or order of the representation, warranty, covenant, obligation specific performance or agreement hereunder that was the basis of an injunction or other equitable relief or (B) the termination of this Agreement that resulted pursuant to Section 7.1(e) and receipt of the Reverse Termination Fee (which, for the avoidance of doubt, shall not include any interest payments thereon) pursuant to the last sentence of Section 7.3(d), shall be the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) of the making Company (and any other Person) against the Acquirer for any breach, cost, expense, loss or damage suffered as a result thereof or in connection therewith or related thereto. For the avoidance of such paymentdoubt, nothing shall prohibit the Company from seeking an injunction, specific performance and/or other equitable relief pursuant to Section 8.9. (c) Emergent Upon proper payment of the Reverse Termination Fee pursuant to Section 7.3(a) and each Consenting Convertible Note Holder in any case subject to Section 7.3(b), Acquirer will not have any further liability or obligation to the Company (or any other Person) relating to or arising out of this Agreement or the Transactions (except that the Acquirer shall continue to be bound by any confidentiality or non-disclosure agreement). All proceedings or claims that may be based upon, in respect of, arise under or relate in any manner to (i) this Agreement, (ii) the negotiation, execution or performance of this Agreement, (iii) any breach of this Agreement and (iv) any failure of the Merger or the other Transactions contemplated hereby, may be made only against the Persons that are expressly identified as parties to this Agreement. For the avoidance of doubt, while the Company may pursue both a grant of specific performance in accordance with Section 8.9 and the payment of the Reverse Termination Fee under Section 7.3(a), under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance to cause the Closing to be consummated in any case subject to the terms of Section 8.9 and all or any portion of the Reverse Termination Fee. (d) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 10.3 7.3 are an integral part of the transactions contemplated by Transactions, (ii) the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company in the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and thatin reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, PJC the parties would not enter into this Agreement. Accordingly, if Emergent (i) the Reverse Termination Fee is payable pursuant to Section 7.3(a), (ii) Acquirer fails to pay any amounts due pursuant to this the Reverse Termination Fee in the timeframe set forth in Section 10.3, and, 7.3(a) and (iii) in order to obtain such paymentthe Reverse Termination Fee, PJC and/or Triax the Company commences a Legal Proceeding suit that results in a judgment against Emergent Acquirer for the amounts set forth in this Section 10.3Reverse Termination Fee or any portion thereof, Emergent Acquirer shall pay to PJC and Triax their the Company its reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annumsuit. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in In the event that Enova terminates this Agreement pursuant to Sections ‎9.1(b)(i), ‎9.1(b)(iii) or ‎9.1(e) prior to the contrary12-month anniversary of the date hereof, then Enova shall pay to Grasshopper an amount equal to $5,000,000 (the “Reverse Termination Fee XE "Reverse Termination Fee" ”) in same-day funds to the account specified by Grasshopper within two Business Days from the date of termination of this Agreement for that purpose. The payment of the Reverse Termination Fee by ▇▇▇▇▇ pursuant to this Section ‎9.2(b) shall constitute liquidated damages and not a penalty, and, except in the case of actual and intentional fraud, the receipt of such fee by Grasshopper shall be the sole and exclusive remedy for damages against Enova for any loss suffered by Grasshopper as a result of any breach of any representation, warranty, covenant or agreement set forth herein, the failure of the transactions contemplated hereby to be consummated or any other theory of liability related to any of the foregoing or otherwise, whether at law or in equity, in contract, in tort or otherwise, and without limiting upon receipt by the Grasshopper of the Reverse Termination Fee, none of Enova or its Affiliates and representatives shall have any other provision further liability or obligation relating to or arising out of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated (i) by PJC pursuant to Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triaxtransactions contemplated hereby. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges The Parties acknowledge that the agreements contained in this Section 10.3 ‎9.2(b) are an integral part of the transactions contemplated by this Agreement Agreement, and that, that without these agreements, PJC they would not enter into this Agreement. Accordingly, if Emergent If ▇▇▇▇▇ fails promptly to pay any amounts the amount due pursuant to this Section 10.3‎9.2(b), and, in order to obtain such payment, PJC and/or Triax Grasshopper commences a Legal Proceeding that suit which results in a final and non-appealable judgment against Emergent ▇▇▇▇▇ for the amounts set forth in this Section 10.3Reverse Termination Fee or any portion thereof, Emergent Enova shall pay to PJC and Triax their the costs and expenses of Grasshopper (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceedingsuit. In addition, together with interest on if Enova fails to pay the amounts due payable pursuant to this Section 10.3 from ‎9.2(b), then Enova shall pay interest on such overdue amounts (for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” as published in The Wall Street Journal on the date on which such payment was required to be made until for the period commencing as of the date of payment at the rate of ten percent (10%) per annumthat such overdue amount was originally required to be paid. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to Parent shall pay the contrary, and without limiting any other provision Company within two (2) business days after the date of the termination of this Agreement or any other Transaction DocumentAgreement, by wire transfer of immediately available funds to an account designated by the Company in writing, an amount equal to: (i) $7,000,000, in the event that this Agreement has been validly is terminated (i) by PJC either Parent or the Company pursuant to Section 10.1(d9.01(b)(i), Section 9.01(b)(ii) or Section 10.2(f9.01(b)(iv), or (ii) by Convertible Note Holdersthe Company pursuant to Section 9.01(d)(i) (the “Termination Fee”); provided that the principal cause of such termination is not a Willful Breach of this Agreement by the Company or Kestrel Intermediate Ledbetter Holdings LLC; provided, including the Consenting Convertible Note Holdersfurther, that, in at the aggregatetime of any such termination, hold a majority all of the aggregate principal amount other conditions set forth in Section 8.02 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but only if such conditions were capable of being satisfied if the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in Closing occurred at the case of Section 10.1(e), PJC’s material breach was same time as the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case termination of this clause (iiiAgreement), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause ; (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document6,500,000, in the event that (x) this Agreement has been validly is terminated by Emergent the Company pursuant to Section 10.1(b9.01(d)(ii) and (ythe “Adverse Recommendation Change Termination Fee”); or (iii) Emergent has not entered into an Alternative Proposal within sixty $2,000,000, in the event that this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(iii) (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent“No Vote Termination Fee”). (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach Each of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder parties acknowledges that the agreements contained in this Section 10.3 9.03 are an integral part of the transactions contemplated by this Agreement Transactions, and that, that without these agreements, PJC the other parties would not enter into this Agreement. Accordingly; accordingly, if Emergent Parent fails to timely pay any amounts amount due pursuant to this Section 10.39.03, and, in order to obtain such the payment, PJC and/or Triax the Company commences a Legal Proceeding that an Action which results in a judgment against Emergent Parent for the amounts payment set forth in this Section 10.39.03, Emergent Parent shall pay to PJC the Company for its reasonable and Triax their documented costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such Legal ProceedingAction, together with interest on such amount at the amounts due pursuant to this Section 10.3 from prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made until through the date of such payment at the rate of ten percent (10%) per annumwas actually received. (dc) Simultaneously with Notwithstanding anything to the execution and delivery of contrary set forth in this Agreement, Emergent shall cause Lamington Road but subject to execute and deliver Section 10.08, except in the case of Fraud, the Company’s right to PJC a written undertaking in form and substance satisfactory to PJC receive payment from Parent of the Termination Fee pursuant to which Lamington Road shall be legally obligated Section 9.03(a)(i), the Adverse Recommendation Change Termination Fee pursuant to pay any amounts due Section 9.03(a)(ii) or the No Vote Termination Fee pursuant to PJC Section 9.03(a)(iii), as applicable, in accordance with circumstances where such a termination fee is owed as provided in this Section 10.39.03, shall constitute the sole and exclusive remedy of the Company against Bermuda NewCo, US NewCo, Parent and their Subsidiaries (including Merger Sub Ltd. and Merger Sub LLC) and any of their respective former, current or future general or limited partners, shareholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder, and upon payment of such amount, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions.

Termination Fee. (a) Notwithstanding anything in this Agreement AGM shall pay, or cause to be paid, to AHL, by wire transfer of immediately available funds an amount equal to $81.9 million (the contrary“Termination Fee”), and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated if (i) by PJC pursuant the Board of Directors of AGM makes or publicly proposes to Section 10.1(d) or Section 10.2(f)make a AGM Adverse Recommendation Change, (ii) this Agreement may be terminated by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes either AGM or AHL pursuant to Section 10.1(c) or pursuant to Section 10.1(e7.01(b)(iv) (unless in the which case payment shall be made within five (5) business days of Section 10.1(e), PJC’s material breach was the basis for such termination) or and (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, is terminated in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergentaccordance with Article VII. (b) Notwithstanding anything Except as set forth in this Section 7.03, all expenses incurred in connection with this Agreement to and the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment Transactions shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, paid in accordance with respect to any breach the provisions of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such paymentSection 8.14. (c) Emergent and each Consenting Convertible Note Holder Each of the parties hereto acknowledges that the agreements contained in this Section 10.3 7.03 are an integral part of the transactions contemplated by this Agreement Transactions, and that, that without these agreements, PJC the other parties hereto would not enter into this Agreement. Accordingly; accordingly, if Emergent AGM fails to timely pay any amounts amount due pursuant to this Section 10.37.03, and, in order to obtain such the payment, PJC and/or Triax AHL commences a Legal Proceeding that an Action which results in a judgment against Emergent AGM for the amounts payment set forth in this Section 10.37.03, Emergent AGM shall pay to PJC AHL for its reasonable and Triax their documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such Legal ProceedingAction, together with interest on such amount at the amounts due pursuant to this Section 10.3 from prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made until through the date of such payment at the rate of ten percent (10%) per annumwas actually received. (d) Simultaneously with The parties acknowledge and agree that the execution Termination Fee shall not constitute either a penalty or liquidated damages, and delivery the right of AHL to receive, or the receipt of, the Termination Fee shall not limit or otherwise affect AHL’s right to specific performance as provided in Section 8.08 prior to the effective termination of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC Agreement or any right (if any) a written undertaking in form and substance satisfactory to PJC party may have pursuant to which Lamington Road Section 7.02(a) or Section 7.02(b); provided, that the amount of any damages recovered pursuant to Section 7.02(a) or Section 7.02(b) by AHL shall be legally obligated reduced by the amount of any Termination Fee previously paid to pay any amounts due to PJC in accordance with this Section 10.3AHL.

Termination Fee. (a) Notwithstanding anything in this Agreement Prior to or concurrently with the contrary, and without limiting any other provision termination of this Agreement pursuant to Section 6.1(c), or within 3 days after any other Transaction Documenttermination pursuant to Section 6.1(d), in FBR Asset shall promptly pay FBR Group an amount equal to the event that this Agreement has been validly terminated sum of (i) by PJC Fourteen Million Two Hundred Thousand dollars ($14,200,000) and (ii) FBR Group's actual expenses related to this Agreement and the transactions contemplated hereby (provided, however, that the maximum amount that FBR Asset shall be required to pay FBR Group pursuant to this clause (ii) shall be Two Million Five Hundred Thousand dollars ($2,500,000) regardless of the actual amount of FBR Group's actual expenses related to this Agreement and the transactions contemplated hereby) (such sum, the "FBR Asset Termination Fee"); provided, however, if this Agreement is terminated in accordance with the provisions of this first sentence of Section 6.3(a) within thirty (30) days of the date hereof, the FBR Asset Termination Fee will be deemed to include only the amount set forth in Section 6.3(a)(i). If this Agreement is terminated pursuant to (x) Section 6.1(b)(iii) and prior to the FBR Asset Special Meeting a proposal for a Competing Transaction with respect to FBR Asset shall have been made public, or (y) pursuant to Section 10.1(d6.1(h) due to the failure or incapability of a condition set forth in Section 10.2(f)5.2(b) to be satisfied, (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), and within sixty (60) days one year of such termination Emergent FBR Asset enters into an agreement with respect to a Competing Transaction, FBR Asset shall pay FBR Group the FBR Asset Termination Fee prior to entering into any agreement with respect to such Competing Transaction. (b) Prior to or consummates concurrently with the termination of this Agreement pursuant to Section 6.1(e) or within 3 days after any termination pursuant to Section 6.1(f), FBR Group shall promptly pay FBR Asset an Alternative Proposal with a third party other than PJC or one amount equal to the sum of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or Eight Million Eight Hundred Thousand dollars ($8,800,000) and (ii) FBR Asset's actual expenses related to this Agreement and the transactions contemplated hereby (provided, however, that the maximum amount that FBR Group shall be required to pay FBR Asset pursuant to this clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Two Million Five Hundred Thousand Dollars dollars ($1,500,000.002,500,000) in immediately available funds, payable as instructed by PJC and Triax. In addition regardless of the actual amount of FBR Asset's actual expenses related to the foregoing, and notwithstanding anything in this Agreement to and the contrarytransactions contemplated hereby) (such sum, and without limiting any other provision the "FBR Group Termination Fee"); provided, however, if this Agreement is terminated in accordance with the provisions of this Agreement or any other Transaction Document, in the event that first sentence of Section 6.3(b) within thirty (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (6030) days of the date hereof, the FBR Group Termination Fee will be deemed to include only the amount set forth in Section 6.3(b)(i); provided, further, however, that the FBR Group Termination Fee shall not exceed the sum of such termination, then within two (2A) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to maximum amount that can be paid to Emergent FBR Asset without causing it 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 income described in Sections 856(c)(2)(A)-(H) and 856(c)(3)(A)-(I) of the Code ("Qualifying Income"), as determined by FBR Asset's independent accountants, and (B) in the event FBR Asset receives an opinion from outside counsel (a "Termination Fee Tax Opinion") or a ruling from the IRS (a "Termination Fee Ruling"), in either case holding that FBR Asset's receipt of the FBR Group Termination Fee 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 (the "REIT Requirements") or that the receipt by FBR Asset of the remaining balance of the FBR Group Termination Fee following the receipt of and pursuant to such ruling or opinion would not be deemed constructively received prior thereto, the FBR Group Termination Fee less the amount payable under clause (A) above; provided, however, that, if the Termination Fee Tax Opinion or the Termination Fee Ruling is based on the absence of One Million Five Hundred Thousand Dollars constructive receipt, the amount that will be paid upon the receipt of the Termination Fee Tax Opinion or the Termination Fee Ruling will be the maximum amount that can be paid at that time without causing FBR Asset to fail the REIT Requirements, as determined by FBR Asset's independent accountants based on the Termination Fee Tax Opinion or Termination Fee Ruling, and any remaining amount payable to FBR Asset pursuant to clause ($1,500,000.00B) shall be paid as soon as it shall be possible to do so without causing FBR Asset to fail the REIT Requirements, as determined by FBR Asset's independent accountants based on the Termination Fee Tax Opinion or Termination Fee Ruling. FBR Group's obligation to pay any unpaid portion of the FBR Group Termination Fee shall terminate five years from the date of this Agreement. In the event that FBR Asset is not able to receive the full FBR Group Termination Fee, FBR Group shall place the unpaid amount in escrow and shall not release any portion thereof to FBR Asset unless and until FBR Asset receives either a Termination Fee Tax Opinion or a Termination Fee Ruling, in which event FBR Group shall pay to FBR Asset the unpaid FBR Group Termination Fee; provided, however, that, if the Termination Fee Tax Opinion or the Termination Fee Ruling is based on the absence of constructive receipt, the amount that will be paid upon the receipt of the Termination Fee Tax Opinion or the Termination Fee Ruling will be the maximum amount that can be paid at that time without causing FBR Asset to fail the REIT Requirements, as determined by FBR Asset's independent accountants based on the Termination Fee Tax Opinion or Termination Fee Ruling, and any remaining amount payable to FBR Asset shall be paid as soon as it shall be possible to do so without causing FBR Asset to fail the REIT Requirements, as determined by FBR Asset's independent accountants based on the Termination Fee Tax Opinion or Termination Fee Ruling. Subject to the satisfaction of the conditions in the immediately available fundspreceding sentence, payable as instructed by Emergent. (b) Notwithstanding anything there is no limitation on the number of distributions that can be made from the escrow prior to the fifth anniversary of the date of this Agreement. Such escrow shall terminate on the fifth anniversary of the date of this Agreement, and any remaining balance in such escrow shall be returned to Oaktree. If this Agreement is terminated pursuant to (x) Section 6.1(b)(iv) and prior to the contrary, if PJC, Triax or Emergent receives FBR Group Special Meeting a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, proposal for a Competing Transaction with respect to any breach FBR Group shall have been made public, or (y) pursuant to Section 6.1(g) due to the failure or incapability of the representationa condition set forth in Section 5.3(b) to be satisfied, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making and within one year of such paymenttermination FBR Group enters into an agreement with respect to a Competing Transaction, FBR Group shall pay FBR Asset the FBR Group Termination Fee prior to entering into any agreement with respect to such Competing Transaction (subject to the limitations set out in this paragraph). (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts Except as set forth in this Section 10.36.3(c), Emergent shall pay to PJC and Triax their costs all fees and expenses (including reasonable attorneys’ incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Mergers and the other transactions contemplated hereby are consummated; provided, however, that FBR Asset and FBR Group shall share equally (i) in connection the filing fee of FBR Asset's pre-merger notification report under the HSR Act, if any, and (ii) all fees and expenses, other than accountants' and attorneys' fees, incurred with such Legal Proceedingrespect to the printing, together with interest on filing and mailing (as applicable) of the amounts due Form S-4 and the Proxy Statement, including any related preliminary materials and any amendments or supplements thereto. All fees and expenses payable pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%6.3(c) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3paid by wire transfer of same-day funds.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in In the event that this Agreement has been validly terminated that: (i) by PJC (1) this Agreement shall have been terminated pursuant to (x) Section 10.1(d8.1(b)(i) or Section 10.2(f)[End Date] (provided, (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e)a termination by Parent, PJC’s material breach was Company had the basis for such termination) or (iii) by PJC or Emergent right to terminate this Agreement pursuant to Section 10.1(b8.1(b)(i) [End Date], or Company had the right to terminate this Agreement pursuant to Section 8.1(c)(i) [Parent Change in Recommendation] or Section 10.1(g8.1(c)(ii) [Parent Breach of Reps and Warranties or Covenants]), (y) Section 8.1(b)(iii) [Parent No-Vote] or (z) Section 8.1(c)(ii) [Parent Breach of Reps and Warranties or Covenants], (2) Parent or any other Person shall have publicly disclosed or announced a Parent Alternative Proposal made on or after the date of this Agreement but prior to the Parent Meeting, and such Parent Alternative Proposal has not been publicly withdrawn (A) in the case of clause (1)(x) above, prior to the End Date, (B) in the case of clause (1)(y) above, at least five (5) days prior to the date of the Parent Meeting, and (C) in the case of clause (1)(z) above, prior to a material breach that gives rise to Company’s termination right pursuant to Section 8.1(c)(ii), and (3) within twelve (12) months of such termination, a Parent Alternative Proposal is consummated or a Parent Alternative Acquisition Agreement is entered into (which Parent Alternative Proposal is thereafter consummated); provided that, for purposes of this clause (3), the references to “20%” in the definition of “Parent Alternative Proposal” shall be deemed to be references to “more than 50%” and, in the case of clause (1)(x), references in this clause (iii), within sixty (603) days to “Parent Alternative Proposal” shall be with the same Person or Affiliate of such termination Emergent enters into any agreement with respect to or consummates an Person that made the Parent Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two that was made and not publicly withdrawn as set forth in clause (2) Business Days following such termination or with any other Person that submitted a subsequent Parent Alternative Proposal in response to any then pending Parent Alternative Proposal referenced in clause (2); (ii) Company shall have terminated this Agreement pursuant to Section 8.1(c)(i) [Parent Change in Recommendation]; or (iii) Parent shall have terminated this Agreement pursuant to Section 8.1(d)(iii)[Parent Superior Proposal]; then, Parent shall, (A) in the case of clause (i) above, upon the consummation of the Parent Alternative Proposal, pay Company (or one or more of its designees) the Parent Termination Fee less any amount previously paid under Section 8.3(c); (B) in the case of clause (ii)) above, within two (2) Business Days after such termination, pay Company (or entry into such an agreement one or consummation more of such Alternative Proposal its designees) the Parent Termination Fee; and (C) in the case of clause (iii)) Emergent shall above, upon the entry into a Parent Alternative Acquisition Agreement, pay Company (or cause to be paid to PJC and Triax one or more of its designees) the aggregate amount Parent Termination Fee; in each case by wire transfer of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available fundsfunds to one or more accounts designated by Company; it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Following receipt by Company (or one or more of its designees) of the Parent Termination Fee in accordance with this Section 8.3(a), payable as instructed by PJC and Triax. In addition Parent shall have no further liability with respect to the foregoing, and notwithstanding anything in this Agreement or the transactions contemplated herein to the contrary, and without limiting Company or its Subsidiaries or Affiliates or any other provision Person, other than in respect of Willful Breach of this Agreement or any other Transaction DocumentFraud. 116 (b) In the event that: (i) (1) this Agreement shall have been terminated pursuant to (x) Section 8.1(b)(i) [End Date] (provided, in the event that (x) case of a termination by Company, Parent had the right to terminate this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b8.1(b)(i) [End Date], or Parent had the right to terminate this Agreement pursuant to Section 8.1(d)(ii) [Company Change in Recommendation] or Section 8.1(d)(i) [Company Breach of Reps and Warranties or Covenants]), (y) Emergent Section 8.1(b)(iv) [Company No-Vote] or (z) Section 8.1(d)(i) [Company Breach of Reps and Warranties or Covenants], (2) Company or any other Person shall have publicly disclosed or announced a Company Alternative Proposal made on or after the date of this Agreement but prior to the Company Stockholder Approval Deadline, and such Company Alternative Proposal has not entered into an Alternative Proposal within sixty been publicly withdrawn (60A) in the case of clause (1)(x) above, prior to the End Date, (B) in the case of clause (1)(y) above, at least five (5) days prior to the date of the date Company Stockholder Approval Deadline, and (C) in the case of clause (1)(z) above, prior to a material breach that gives rise to Parent’s termination right pursuant to Section 8.1(d)(i), and (3) within twelve (12) months of such termination, then within two a Company Alternative Proposal is consummated or a Company Alternative Acquisition Agreement is entered into (2) Business Days following the expiration which Company Alternative Proposal is thereafter consummated); provided that, for purposes of such sixty this clause (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a3), such payment the references to “20%” in the definition of “Company Alternative Proposal” shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect references to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, “more than 50%” and, in order the case of clause (1)(x), references in this clause (3) to obtain “Company Alternative Proposal” shall be with the same Person or Affiliate of such payment, PJC and/or Triax commences a Legal Proceeding Person that results in a judgment against Emergent for made the amounts Company Alternative Proposal that was made and not publicly withdrawn as set forth in clause (2) or with any other Person that submitted a subsequent Company Alternative Proposal in response to any then pending Company Alternative Proposal referenced in clause (2); (ii) Parent shall have terminated this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due Agreement pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%8.1(d)(ii) per annum.[Company Change in Recommendation]; or (diii) Simultaneously with the execution and delivery of Company shall have terminated this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC Agreement pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.8.1(c)(iii) [Company Superior Proposal];

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated If (i) by PJC the Company shall have terminated this Agreement pursuant to Section 10.1(d) or Section 10.2(f8.1(g), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes Parent shall have terminated this Agreement pursuant to Section 10.1(c8.1(h) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e8.1(f), PJC’s material breach was the basis for such termination) or (iii) (A) after the date of this Agreement and prior to such termination of this Agreement, an Alternative Proposal (substituting in the definition thereof “fifty percent (50%)” for each of “twenty percent (20%)” and “eighty percent (80%)” in each place each such phrase appears) is made to the Company or the Company Board or publicly proposed or publicly disclosed and not withdrawn (a “Qualifying Transaction”), (B) this Agreement is thereafter terminated (1) by PJC Parent or Emergent the Company pursuant to Section 10.1(b8.1(d) or (2) by Parent or the Company pursuant to Section 8.1(b) and at the time of any such termination, Parent could have terminated this Agreement pursuant to Section 8.1(f) or Section 10.1(g8.1(d), and (C) andconcurrently with or within twelve (12) months after such termination, the Company shall have (I) entered into a definitive agreement providing for a Qualifying Transaction or (II) consummated a Qualifying Transaction (in each case, whether or not the case of this specified Qualifying Transaction referenced in clause (iiiA)), within sixty then the Company shall pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee in an amount equal to $756,500 in cash (60the “Termination Fee”), such payment to be made (x) days of such concurrently with (and as a condition to) termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause above, (ii)y) or entry into such an agreement or consummation of such Alternative Proposal (within one Business Day following termination in the case of clause (ii) above, or (z) within three (3) Business Days after the last to occur of the events set forth in clause (iii)) Emergent above (except, in the case of the consummation of a Qualifying Transaction, the Termination Fee shall pay or cause to be paid concurrently with (and as a condition to) such consummation); it being understood that in no event shall the Company be required to PJC and Triax pay the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and TriaxTermination Fee on more than one occasion. In addition Notwithstanding anything to the foregoing, and notwithstanding anything contrary in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Documentagreement entered into in connection with this Agreement, upon the payment by the Company of the Termination Fee in the event that (x) circumstances where such payment is required by this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days 8.3(a), none of the date of such terminationCompany, then within two its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives (2the “Company Related Parties”) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, have any further liability with respect to this Agreement, the other Transaction Documents or any other agreements, instruments and certificates entered into in connection with the transactions contemplated hereby, including any breach of this Agreement by the representationCompany, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in Agreement, the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of failure to consummate the transactions contemplated by this Agreement and thatAgreement, without these the other Transaction Documents or any of such other agreements, PJC would not enter into this Agreement. Accordinglyinstruments and certificates, if Emergent fails to pay or any amounts due pursuant to this Section 10.3claims, andActions under applicable Laws arising out of any such breach, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses termination or failure (including reasonable attorneys’ fees in the event of fraud or willful and expenses) in connection with such Legal Proceedingmaterial breach), together with interest on to Parent, Merger Sub, the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annumEquity Investor or any Parent Related Party. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in In the event that this Agreement has been validly terminated that: (i) this Agreement is terminated by PJC Acquiror pursuant to Section 10.1(d8.1(b), Section 8.1(e), Section 8.1(g), Section 8.1(h) or Section 10.2(f8.1(i); (ii) this Agreement is terminated by the Company pursuant to Section 8.1(e); or (iii) any Company Group Member rejects this Agreement in any bankruptcy, insolvency, reorganization or similar Proceeding; then, in any such event under clause (i), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iiiSection 8.3(a), within sixty the Company shall pay to Acquiror a nonrefundable termination fee of $50,000,000 (60the “Termination Fee”). Any payment of the Termination Fee required to be made pursuant to: (1) days of such termination Emergent enters into any agreement with respect Section 8.3(a)(i) shall be made to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then Acquiror within two (2) Business Days following after termination of this Agreement by Acquiror as set forth in Section 8.3(a)(i); (2) Section 8.3(a)(ii) shall be made to Acquiror immediately prior to and as a condition to such termination of this Agreement by the Company as set forth in Section 8.3(a)(ii); and (3) Section 8.3(a)(ii) shall be made to Acquiror (except as otherwise required by applicable Law or the relevant Governmental Entity) immediately upon rejection of this Agreement in the Proceeding described in Section 8.3(a)(ii). All payments under this Section 8.3(a) shall be made by wire transfer of immediately available funds to an account to be designated by Acquiror. Except in the case of clause (i) Fraud or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction DocumentWillful Breach, in the event that (x) this Agreement has been validly terminated by Emergent Acquiror receives full payment pursuant to this Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days 8.3(a), then, receipt of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment Termination Fee shall be deemed to be liquidated damagesdamages for any and all losses or damages suffered or incurred by Acquiror, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of Acquiror, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company Group or any of its sole Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the Transactions or any matters forming the basis for such termination. Notwithstanding the foregoing, nothing in this Section 8.3(a) shall prevent, limit or otherwise restrict the right of Acquiror, Merger Sub or any of their respective Affiliates to bring or maintain any claims arising out of any Company Group Member’s Fraud or Willful Breach and exclusive remedy, with respect any Termination Fee paid to Acquiror hereunder will be offset against any award for damages given to Acquiror pursuant to any breach of the representation, warranty, covenant, obligation claim for Fraud or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such paymentWillful Breach. (cb) Emergent The Company and each Consenting Convertible Note Holder acknowledges Acquiror acknowledge that the agreements contained in this Section 10.3 8.3(a) are an integral part of the transactions contemplated by this Agreement Transactions, and that, without these those agreements, PJC the Company, Acquiror and Merger Sub would not enter into this Agreement. Accordingly, if Emergent the Company fails to pay make payment of any amounts due pursuant to this amount payable under Section 10.38.3(a) within the time period specified in Section 8.3(a), andas the case may be, in order to obtain such payment, PJC and/or Triax and Acquiror commences a Legal Proceeding to collect such amount that results in a judgment against Emergent the Company Group, the Company Group shall reimburse Acquiror for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs its fees and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Legal Proceeding, together with Proceeding and shall pay interest on the amounts due amount of the payment at the prime rate as published in The Wall Street Journal in effect on the date the amount was payable pursuant to this Section 10.3 from 8.3(a), with such interest to accrue beginning on the date such payment amount first was required payable pursuant to be made until Section 8.3(a), to the date of payment at the rate of ten percent (10%) per annumpayment. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.”

Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, and without limiting any other provision of this Agreement or any other Transaction Documentincluding Section 10.1 above, in the event that this Agreement has been validly terminated if: (i) by PJC (x) Green terminates this Agreement pursuant to Section 10.1(d9.1(d) or (y) Blue terminates this Agreement pursuant to Section 9.1(h), then, in each case, Blue shall pay to Green in same-day funds promptly upon delivery of the written notice of termination required by Section 9.1 an amount in cash equal to $75,000,000 (the “Termination Fee”); or (ii) either Blue or Green terminates this Agreement pursuant to Section 9.1(b) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e9.1(c) (unless in the case of Section 10.1(e)each case, PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that only if both (x) this Agreement has been validly terminated by Emergent pursuant the condition set forth in Section 8.1(e)(i) was satisfied and remained satisfied to Section 10.1(b) provide Blue with adequate time to hold a Shareholder Meeting prior to such termination and (y) Emergent the Shareholder Approval has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(abeen obtained), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation Section 9.1(f) or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.39.1(g), and, in order any case, (A) prior to obtain such paymenttermination, PJC and/or Triax commences there has been an Acquisition Proposal, which Acquisition Proposal has not been publicly withdrawn at least ten (10) Business Days before the date of the Shareholder Meeting, and (B) within twelve (12) months of such termination Blue shall have consummated or entered into a Legal Proceeding that results definitive agreement to effect a transaction pursuant to an Acquisition Proposal (substituting, in a judgment against Emergent each of (A) and (B), “50%” for “15%” in the amounts set forth definition of “Acquisition Proposal” and “Blue or any of its Significant Subsidiaries” for “Blue” in this Section 10.3clauses (B), Emergent (C) and (D) of the definition of “Acquisition Proposal”), then Blue shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal ProceedingGreen the Termination Fee. Notwithstanding the foregoing, together with interest on the amounts due any Expenses previously paid by Blue to Green pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road 10.2 shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3credited toward, and offset against, the payment of the Termination Fee.

Termination Fee. (a) Notwithstanding anything in this Agreement to In the contrary, and without limiting any other provision event that (i) a Pre-Termination Takeover Proposal Event (as hereinafter defined) shall have occurred after the date of this Agreement and thereafter this Agreement is terminated by either PNC or Mercantile Bankshares pursuant to Section 8.1(c) or 8.1(f), and (ii) either (A) prior to the date that is twelve (12) months after the date of such termination Mercantile Bankshares consummates an Alternative Transaction, Mercantile Bankshares shall, on the date an Alternative Transaction is consummated, pay PNC a fee equal to $225 million by wire transfer of same day funds, or (B) (1) prior to the date that is twelve (12) months after the date of such termination Mercantile Bankshares enters into a definitive acquisition agreement related to any Alternative Transaction (“Acquisition Agreement”), Mercantile Bankshares shall, on the date of entry into such Acquisition Agreement, pay PNC a fee equal to $75 million by wire transfer of same day funds, and (2) Mercantile Bankshares consummates an Alternative Transaction within eighteen months of the date of termination with the Person or any other Affiliate of the Person party to such Acquisition Agreement, Mercantile Bankshares shall, on the date an Alternative Transaction Documentis consummated, in pay PNC a fee equal to $225 million by wire transfer of same day funds, less any fee paid pursuant to the preceding clause (B)(1). (b) In the event that this Agreement has been validly is terminated (i) by PJC PNC pursuant to Section 10.1(d) or Section 10.2(f8.1(e), then Mercantile Bankshares shall pay PNC a fee equal to $225 million by wire transfer of same day funds on the date of termination. (iic) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case For purposes of this clause (iii)Section 8.4, within sixty (60) days of such termination Emergent enters into any agreement with respect a “Pre-Termination Takeover Proposal Event” shall be deemed to or consummates an occur if, prior to the event giving rise to the right to terminate this Agreement, a bona fide Alternative Proposal with shall have been made known to Mercantile Bankshares or any of its Subsidiaries or has been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (the term Alternative Transaction, as used in the case definition of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount Alternative Proposal for purposes of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoingthis Section 8.4, and notwithstanding anything as used in this Agreement Section 8.4, shall have the same meaning set forth in Section 6.11 except that the references to the contrary, “more than 25%” and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment “at least 75%” shall be deemed to be liquidated damagesreferences to “50% or more” and “a majority,” respectively); (d) Notwithstanding anything to the contrary herein, and the maximum aggregate amount of fees payable under this Section 8.4 shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment$225 million. (ce) Emergent and each Consenting Convertible Note Holder Mercantile Bankshares acknowledges that the agreements contained in this Section 10.3 8.4 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC PNC would not enter into this Agreement. Accordingly; accordingly, if Emergent Mercantile Bankshares fails promptly to pay any amounts the amount due pursuant to this Section 10.38.4, and, in order to obtain such payment, PJC and/or Triax PNC commences a Legal Proceeding that suit which results in a judgment against Emergent Mercantile Bankshares for the amounts fee set forth in this Section 10.38.4, Emergent Mercantile Bankshares shall pay to PJC and Triax their PNC its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annumsuit. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in If this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly shall be terminated (i) by PJC pursuant to Section 10.1(d8.1(b)(i), 8.1(b)(ii) or Section 10.2(f)8.1(d)(i) hereof and (A) at any time after the date hereof a Takeover Proposal shall have been publicly announced or otherwise publicly communicated and (B) within 12 months of the termination of this Agreement, the Company enters into a definitive agreement with any third party with respect to a Takeover Proposal or any such Takeover Proposal is consummated, (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c8.1(c)(ii) hereof, or (iii) pursuant to Section 10.1(e8.1(d)(iii) hereof, then the Company shall (unless 1) in the case of termination pursuant to clause (i) of this Section 10.1(e8.4(a), PJC’s material breach was upon the basis for earlier to occur of the execution of such terminationdefinitive agreement and such consummation, (2) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this termination pursuant to clause (iiiii) of this Section 8.4(a), within sixty (60) days of concurrent with such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (23) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of termination pursuant to clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction DocumentSection 8.4(a), in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date one Business Day of such termination, then within two pay Parent a non-refundable fee equal to $55,000,000 (2) Business Days following the expiration “Termination Fee”), payable by wire transfer of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available fundsfunds to an account designated by Parent. For purposes of this Section 8.4(a) only, payable as instructed by Emergentthe term “Takeover Proposal” shall have the meaning assigned to such term in Article I, except that all references to “15%” therein shall be deemed to reference “50%”. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder The Company acknowledges that the agreements contained in this Section 10.3 8.4 are an integral part of the transactions contemplated by in this Agreement Agreement, and that, without these agreements, PJC Parent would not enter into this Agreement. Accordingly; accordingly, if Emergent the Company fails to promptly pay any amounts due pursuant to this Section 10.3the Termination Fee, and, in order to obtain such payment, PJC and/or Triax payment Parent commences a Legal Proceeding that suit which results in a judgment against Emergent the Company for the amounts set forth in this Section 10.3Termination Fee, Emergent the Company shall pay to PJC and Triax their Parent its costs and expenses (including reasonable attorneys’ fees and expensesattorney’s fees) in connection with such Legal Proceedingsuit, together with interest on the amounts due pursuant to this Section 10.3 from amount of the date such payment was required to be made until fee at the prime rate in effect on the date of such payment at the rate of ten percent (10%) per annumas quoted in The Wall Street Journal. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. A Party shall pay the other Party the cash amount of $13,000,000, as an agreed upon liquidated damages and not as a penalty and as the sole and exclusive remedy of such Party against the other Party (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated (i) by PJC pursuant to Section 10.1(d) or Section 10.2(f“Termination Fee”), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then payable within two (2) Business Days following such termination business days after written demand (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00as otherwise provided below) in immediately available funds, payable as instructed by PJC and Triax. In addition provided below: (a) F▇▇▇ shall pay to MBFI the foregoing, and notwithstanding anything in this Agreement to Termination Fee upon the contrary, and without limiting occurrence of any other provision of the following events: (i) a termination of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent MBFI pursuant to Section 10.1(b9.1(h); (ii) a termination of this Agreement by F▇▇▇ pursuant to Section 9.1(i), in which case the Termination Fee shall be paid concurrently with the termination of this Agreement; (iii) the entering into a definitive agreement by F▇▇▇ or OB Bank relating to a change in control of FOBB, OB Bank or substantially all of the assets of either of them (by merger, consolidation, stock purchase, bulk sale of assets or otherwise) within one (1) year after the termination of this Agreement by MBFI pursuant to Section 9.1(b); provided, however, that if MBFI seeks relief against F▇▇▇ under Section 9.7(a), then F▇▇▇ shall have no obligation to MBFI under this Section 9.6(a)(iii) and the provisions of this Section 9.6(a)(iii) shall thereupon terminate; or (yiv) Emergent has not entered into an Alternative Proposal within sixty (60) days the consummation of a transaction involving a change in control of FOBB, OB Bank or substantially all of the date assets of such terminationeither of them (by merger, consolidation, tender offer, stock purchase, bulk sale of assets or otherwise) within one year after the termination of this Agreement by MBFI pursuant to Section 9.1(b); provided, however, that if MBFI seeks relief against F▇▇▇ under Section 9.7(a), then within two (2F▇▇▇ shall have no obligation to MBFI under this Section 9.6(a)(iv) Business Days following and the expiration provisions of such sixty (60this Section 9.6(a)(iv) day periodshall thereupon terminate. Upon payment of the Termination Fee to MBFI, PJC F▇▇▇ shall pay have no further liability to MBFI under this Agreement or cause otherwise related to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by EmergentTransactions. (b) Notwithstanding anything in this Agreement Upon the written demand of F▇▇▇, MBFI shall pay to F▇▇▇ the contrary, if PJC, Triax or Emergent receives Termination Fee upon a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in by F▇▇▇ pursuant to Section 9.1(g). Upon payment of the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that Termination Fee after written demand, MBFI shall have no further liability to F▇▇▇ under this Agreement or otherwise related to the agreements contained in Transactions. If F▇▇▇ seeks relief against MBFI under Section 9.7(a), then MBFI shall have no obligation to F▇▇▇ under this Section 10.3 are an integral part 9.6(b) and the provisions of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent 9.6(b) shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annumthereupon terminate. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in In the event that (x) this Agreement has been validly is terminated (i) by PJC the Company pursuant to Section 10.1(d) or Section 10.2(f10.1(f), (iiy) this Agreement is terminated by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes Parent pursuant to Section 10.1(c10.1(h), or (z) the Company accepts any Takeover Proposal (or Superior Takeover Proposal) within two years after this Agreement is terminated by Parent pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) andthen, in each such case, the case Company shall pay Parent a fee equal to the sum of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b1,500,000) and (yii) Emergent has not entered into an Alternative Proposal within sixty Parent's Out-of-Pocket Expenses, which aggregate amount (60the "Section 10.4(b) days Amount") the parties acknowledge is a reasonable estimate (albeit a low estimate) as of the date of such terminationthis Agreement of the direct, then indirect and opportunity costs and expenses that Parent will incur in preparing for the Closing and which Section 10.4(b) Amount shall be payable by wire transfer of same day funds within two (2) Business Days following five business days after the expiration date of such sixty termination (60or in the case of (z) day periodabove, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment 1,500,000 shall be deemed to be liquidated damagespaid within five days after the Company accepts any Takeover Proposal or Superior Takeover Proposal, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder Out-of- Pocket Expenses having already been paid). The Company acknowledges that the agreements contained in this Section 10.3 10.4(b) are an integral part of the transactions contemplated by in this Agreement Agreement, and that, without these agreements, PJC Parent and Sub would not enter into this Agreement. Accordingly; accordingly, if Emergent the Company fails to promptly pay any amounts the Section 10.4(b) Amount due pursuant to this Section 10.3, 10.4(b) and, in order to obtain such payment, PJC and/or Triax Parent or Sub commences a Legal Proceeding an action in arbitration that results in a judgment against Emergent the Company for such Section 10.4(b) Amount, the amounts set forth in this Section 10.3, Emergent Company shall pay to PJC and Triax their Parent its costs and expenses (including reasonable attorneys’ fees and expenses' fees) in connection with such Legal Proceedingaction in arbitration, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment 10.4(b) Amount at the rate of ten percent (10%) 8.0% per annum. In the event Parent has received the Section 10.4(b) Amount, it shall not (i) assert or pursue in any manner, directly or indirectly, any claim or cause of action based in whole or in part upon alleged tortious or other interference with rights under this Agreement against any entity or person submitting a Takeover Proposal or (ii) assert or pursue in any manner, directly or indirectly, any Claim or cause of action against the Company or any of its officers or directors based in whole or in part upon its or their receipt, consideration, recommendation or approval of a Takeover Proposal for the Company's exercise of its right of termination. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated If (i) this Agreement is terminated (A) by PJC Acquiror or the Company pursuant to Section 10.1(d8.1(d) (End Date) if, at the time of such termination, all of the conditions set forth in Section 2.2, other than the conditions set forth in (x) Section 2.2(a)(iv)(B), or Section 10.2(f2.2(a)(iv)(C), (iiy) Section 2.2(a)(v) (to the extent such Law or Order preventing the consummation of the Merger is, or is issued by CFIUS or another Governmental Entity in respect of, the DPA or any similar Law), or (z) Section 2.2(a)(vi) (to the extent relating to the matters referenced in the foregoing clauses (x) or (y), and those conditions that by their nature are to be satisfied on the Closing Date (if such conditions would be satisfied or validly waived were the Closing Date to occur at such time), shall have been satisfied or waived, (B) by Convertible Note Holders, including Acquiror or the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes Company pursuant to Section 10.1(c8.1(e) (Prohibition by Governmental Law or Order) (to the extent such Law or Order preventing the consummation of the Merger is, or is issued by CFIUS or another Governmental Entity in respect of, the DPA or any similar Law), (C) by Acquiror or the Company pursuant to Section 10.1(e8.1(h) (unless in the case of Section 10.1(eCFIUS Turndown or DSS Turndown), PJC’s material breach was the basis for such termination) or (iiiD) by PJC Acquiror or Emergent the Company pursuant to Section 10.1(b8.1(i) (Acquiror Rejected CFIUS Condition or Section 10.1(g) and, in the case of this clause (iiiAcquirer Rejected DSS Condition), within sixty and (60ii) days at the time of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliatesthere is no Company Breach, then within Acquiror shall, no later than the date that is two (2) Business Days following after such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay termination, pay, or cause to be paid paid, to PJC the Company, by wire transfer of immediately available funds to an account designated by the Company in writing, an amount in cash equal to $3,510,000 (the “Termination Fee”). The parties hereby acknowledge and Triax the aggregate amount of One Million Five Hundred Thousand Dollars agree that ($1,500,000.00i) in immediately available fundsno event shall Acquiror be required to pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other under more than one provision of this Agreement at the same or any other Transaction Documentat different times, in or as a result of the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) occurrence of different events and (yii) Emergent has not entered into an Alternative Proposal within sixty (60) days payment of any Extension Fee shall in no way relieve the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall Acquiror from its obligation to pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, any Termination Fee payable as instructed by Emergenthereunder. (b) Notwithstanding anything to the contrary in this Agreement Agreement, but subject to Section 8.3, in the event Acquiror pays the Termination Fee to the contrary, Company (even if PJC, Triax or Emergent receives a any element requiring payment under Section 10.3(athereof is waived), such payment none of Acquiror or any of the Indemnified Parties, or any of their respective successors or assigns (collectively, the “Acquiror Related Parties”) will have any further liability or obligation to the Company or any of the other Company Related Parties or any other Person under, arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby (except that Acquiror shall be deemed continue to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach bound by the Non-Disclosure Agreement). Each of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder parties hereto acknowledges that (i) the agreements contained in this Section 10.3 8.2 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Fee is not a penalty, but liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates, including its Subsidiaries, the Securityholders, and each Representative of the foregoing (collectively, the “Company Related Parties”) in the circumstances in which the Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and thatendeavoring to consummate the transactions contemplated hereby, 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, (iii) subject to Section 8.3, in the event Acquiror pays the Termination Fee to the Company (even if any element requiring payment thereof is waived), none of the Company or any of the other Company Related Parties or any other Person shall (x) assert any claim or seek to obtain any recovery, judgment, or relief (whether in law or in equity, including specific performance) against Acquiror or any of the other Acquiror Related Parties or any of their respective assets, or (y) be entitled to seek or obtain any other damages of any kind, including consequential, indirect, special or punitive damages, in any case, under, arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby, and (iv) without these agreements, PJC the parties would not enter have entered into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in If this Agreement is terminated pursuant to the contrarySection 8.1(e) or (f), and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated then (i) by PJC pursuant to Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of termination under Section 10.1(e8.1(e), PJC’s material breach was Universal shall immediately following such termination pay MutualFirst an amount equal to $2,500,000 (the basis for such termination"Termination Fee"), and (ii) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iiitermination under Section 8.1(f), within sixty (60) days of Universal shall, simultaneously with such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with and as a third party other than PJC or one of PJC’s Affiliatescondition thereof, then within two (2) Business Days following such termination (in pay MutualFirst the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction DocumentTermination Fee, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) each case in same-day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in If this Agreement to the contrary, if PJC, Triax or Emergent receives a payment is terminated by either party under Section 10.3(a8.1(g), and prior thereto there has been publicly announced an Acquisition Proposal, then if within one year of such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, termination Universal or BloomBank either (A) enters into a definitive agreement with respect to any breach an Acquisition Proposal or (B) consummates an Acquisition Proposal, Universal shall immediately pay MutualFirst the Termination Fee set forth in Section 8.4(a) in same-day funds. For purposes of clauses (A) and (B) above, the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted reference to 20% in the making definition of such paymentAcquisition Proposal shall be 50%. (c) Emergent The payment of the Termination Fee shall fully discharge Universal from any and each Consenting Convertible Note Holder acknowledges that the agreements contained in all liability under this Section 10.3 are an integral part of Agreement and related to the transactions contemplated herein, and MutualFirst shall not be entitled to any other relief or remedy against Universal. If the Termination Fee is not payable, MutualFirst may pursue any and all remedies available to it against Universal on account of a willful and material breach by this Agreement and that, without these agreements, PJC would not enter into Universal of any of the provisions of this Agreement. AccordinglyMoreover, if Emergent fails to pay any amounts due the Termination Fee is payable pursuant to this Section 10.38.1(e)(ii) or (iii), and, MutualFirst shall have the right to pursue any and all remedies available to it against Universal on account of the willful and material breach by Universal of Section 6.8 in order lieu of accepting the Termination Fee under Section 8.4(a). Universal may pursue any and all remedies available to obtain such payment, PJC and/or Triax commences it against MutualFirst on account of a Legal Proceeding that results in a judgment against Emergent for willful and material breach by MutualFirst of any of the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery provisions of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in If this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly is terminated (i) by PJC the Company or Buyer pursuant to Section 10.1(d‎Section 8.1(e) where the applicable injunction or Section 10.2(f)other order is issued pursuant to any Antitrust Law, (ii) by Convertible Note Holdersthe Company pursuant to ‎Section 8.1(c) due to a breach by Buyer of ‎Section 5.2, including the Consenting Convertible Note Holders, that, which breach results in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant conditions set forth in either ‎Section 6.1(a) (as such condition applies with respect to Section 10.1(cany Antitrust Law) or pursuant to Section 10.1(e‎Section 6.1(b) (unless in the case being incapable of Section 10.1(e)being satisfied or otherwise not being satisfied, PJC’s material breach was the basis for such termination) or (iii) by PJC the Company or Emergent Buyer pursuant to Section 10.1(b‎Section 8.1(d) and as of the Outside Date, one or more of the conditions set forth in ‎Section 6.1(a) (as such condition applies with respect to any Antitrust Law) or Section 10.1(g‎Section 6.1(b) has not been satisfied and, in the each case of this clause (iiiclauses ‎(i), within sixty ‎(ii) and ‎(iii), all of conditions set forth in ‎Section 6.1 (60) days of except as such termination Emergent enters into any agreement condition applies with respect to any Antitrust Law) and ‎Section 6.3 have been satisfied or consummates an Alternative Proposal with a third party are capable of being satisfied (other than PJC or one any such conditions which by their nature cannot be satisfied until the Closing Date but subject to such conditions being capable of PJC’s Affiliatesbeing satisfied if the Closing Date were the date of termination), then Buyer will, within two three (23) Business Days following any such termination, pay to the Company or its designee in cash by wire transfer in immediately available funds to an account designated by the Company a non-refundable termination fee in an amount equal to $48,000,000 (such amount to be increased to $56,000,000 in the case of clause circumstances set forth in Section 8.1(d), the “Termination Fee”). Each Party acknowledges that (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 ‎Section 8.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC the Company would not enter into this Agreement, and (ii) that the Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Termination Fee is payable. Accordingly, if Emergent Buyer fails to promptly pay any amounts applicable amount when due pursuant to this Section 10.3‎Section 8.3, and, in order to obtain such payment, PJC and/or Triax the Company commences a Legal Proceeding suit that results in a judgment against Emergent Buyer for the amounts fee set forth in this Section 10.3‎Section 8.3 or any portion of such fee, Emergent then Buyer shall pay to PJC and Triax their the Company its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceedingsuit, together with interest on the amounts due pursuant to this Section 10.3 from amount of the fee at the prime rate published in The Wall Street Journal on the date such payment was required to be made until through the date of payment at the rate of ten percent (10%) per annumpayment. (db) Simultaneously with Notwithstanding anything to the execution and delivery of contrary contained in this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC any circumstance in which the Buyer makes payment of the Termination Fee pursuant to which Lamington Road this ‎Section 8.3, the Termination Fee shall constitute the sole and exclusive remedy of the Company, the Equity Holders and any of their respective Affiliates against Buyer, Merger Sub or any of their respective Affiliates for all Losses suffered as a result of the failure of the transactions contemplated by this Agreement to be legally obligated consummated or for a breach or failure to pay perform hereunder or thereunder or otherwise arising out of, or directly or indirectly relating to this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, and upon payment of the Termination Fee, none of Buyer, Merger Sub or any amounts due of their respective Affiliates shall have any further liability or obligation to PJC in accordance with the Company, any Equity Holder or any of their respective Affiliates relating to or arising out of this Section 10.3Agreement or the transactions contemplated hereby under any theory of law or equity.

Termination Fee. (a) If this Agreement is validly terminated (i)(A) by the Sellers pursuant to Section 8.1(c) or Section 8.1(d) or (B) by either party pursuant to Section 8.1(e) at a time when the Sellers have the right to terminate this Agreement pursuant to Section 8.1(c) or Section 8.1(d) but have not exercised such right, and (ii) at the time of such termination Buyer does not have the right to terminate this Agreement pursuant to Section 8.1(b) (disregarding for such purpose the 10 day cure period referenced in Section 8.1(b)), then Buyer shall pay, cause to be paid, or have paid on its behalf an aggregate amount equal to $5,000,000 (the “Termination Fee”) to the Sellers as promptly as reasonably practicable (and in any event, within five (5) business days following such termination) by wire transfer of immediately available funds to the account designated by the Sellers in writing. (b) Notwithstanding anything else in this Agreement to the contrary, in the event that Sellers have the right (A) to terminate this Agreement pursuant to Section 8.1(c), Section 8.1(d), or Section 8.1(e) and without limiting (B) to receive the Termination Fee pursuant to Section 8.3(a), then (i) exercise of such right and receipt of the Termination Fee pursuant to Section 8.3(a) shall be Sellers’ sole and exclusive remedy and (ii) in no event shall Buyer, SLS or any of their respective stockholders, partners, members, directors, officers, Affiliates or agents be subject to any liability (other than payment of the Termination Fee) for any Losses of the Sellers arising from or in connection with this Agreement or the transactions contemplated hereby (including, but not limited to, any Loss suffered as a result of (1) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement, (2) the failure of the Closing to be consummated or (3) any other provision claim relating to or arising out of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated (i) by PJC pursuant to Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annumhereby). (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in In the event that this Agreement has been validly is terminated by Horizon or Pasha pursuant to Section 9.1(a)(iii) following termination of the Merger Agreement by Horizon pursuant to Section 7.1(d)(ii) thereof, Horizon shall pay or cause to be paid as directed by Pasha a termination fee of (i) $4,950,400 plus (ii) all of Pasha’s documented, out-of-pocket costs and expenses (collectively, the “Termination Fee”) substantially concurrently with the termination of this Agreement. (b) In the event that this Agreement is terminated by PJC Horizon or Pasha pursuant to Section 10.1(d9.1(a)(iii) or Section 10.2(f), following termination of the Merger Agreement by Parent (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, as defined in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes Merger Agreement) pursuant to Section 10.1(c7.1(c)(ii) thereof, Horizon shall pay or pursuant cause to Section 10.1(e) (unless in be paid as directed by Pasha the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then Termination Fee within two (2) Business Days of such termination. (c) In the event that this Agreement is terminated by Horizon or Pasha pursuant to Section 9.1(a)(iii) following such termination (in of the case of clause Merger Agreement (i) by Parent or clause Horizon pursuant to Section 7.1(b)(iii) thereof, (ii)) or entry into such an agreement or consummation of such Alternative Proposal (as defined in the case Merger Agreement) shall have been publicly disclosed after the date hereof and not publicly withdrawn prior to the date of clause Horizon Stockholder Meeting (as defined in the Merger Agreement), and (iii)) Emergent within twelve (12) months of the date the Merger Agreement is terminated, Horizon enters into an agreement with respect to any Alternative Proposal, then Horizon shall pay or cause to be paid as directed by Pasha the Termination Fee on the date of consummation of such transaction. (d) In no event shall Horizon be required to PJC and Triax pay the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) fees referred to in immediately available funds, payable as instructed by PJC and Triaxthis Section 9.4 on more than one occasion. In addition Notwithstanding anything to the foregoing, and notwithstanding anything contrary in this Agreement Agreement, the parties agree that the payment of the Termination Fee shall be the sole and exclusive remedy available to the contrary, Pasha and without limiting any other provision of Person (whether at law, in equity, in contract, in tort or otherwise) with respect to this Agreement and the Transactions in the event any such payment becomes due and payable, and, upon payment of the Termination Fee, neither Horizon nor any of its Affiliates or its and their respective directors, officers, employees, stockholders and Representatives shall have any further liability, whether at law or equity, in contract, in tort or otherwise, to Pasha or any other Transaction DocumentPerson under this Agreement, the transactions contemplated hereby (or the abandonment or termination thereof) or any matter forming the basis for any termination hereof, and neither Pasha nor any other Person shall be entitled to bring or maintain any claim, action or proceeding against Horizon or any of its Affiliates or its and their respective directors, officers, employees, stockholders and Representatives arising out of or in connection with this Agreement, any of the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for any termination hereof. For the avoidance of doubt, in the event that a Termination Fee (xas defined in the Merger Agreement) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(bbecome payable under the Merger Agreement, the Termination Fee (as defined herein) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergentalso become payable. (be) Notwithstanding anything in Any amount that becomes payable pursuant to this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment 9.4 shall be deemed paid by wire transfer of immediately available funds to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such paymentan account designated by Pasha. (cf) Emergent and each Consenting Convertible Note Holder acknowledges The parties acknowledge that the agreements contained in this Section 10.3 9.4 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC the parties would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. Notwithstanding anything to the contrary set forth in this Agreement: (a) Notwithstanding anything in this Agreement OUTD shall pay a fee to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, Parent in the event that this Agreement has been validly terminated (i) by PJC pursuant to Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.001,000,000) in immediately available funds(such amount, payable as instructed by PJC and Triax. In addition to the foregoing“Termination Fee”), and notwithstanding anything in if: (i) OUTD terminates this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b8.1(e); (ii) and Parent terminates this Agreement pursuant to Section 8.1(f); or (yiii) Emergent has not entered into (A) OUTD or Parent terminates this Agreement pursuant to Section 8.1(b)(iii), (B) at the time of such termination (or, if applicable the OUTD Stockholders’ Meeting) an Alternative Proposal shall have been proposed to OUTD or the OUTD Board or publicly announced and (C) within sixty (60) days of 12 months following the date of such termination, then OUTD shall have entered into a definitive agreement with respect to an Alternative Proposal (and such transaction is subsequently consummated) or an Alternative Proposal shall have been consummated; provided, however, that for purposes of clause (C) of this Section 8.3(a)(iii), the references to “25%” in the definition of Alternative Proposal shall be deemed to be references to “50%”. (b) OUTD shall pay the Termination Fee by wire transfer of immediately available funds (i) at or concurrently with the termination of this Agreement as set forth in Section 6.1(d) in the case of Section 8.3(a)(i), (ii) within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making case of Section 8.3(a)(ii) and (iii) within two Business Days of the event giving rise to the payment of the Termination Fee in the case of Section 8.3(a)(iii). For the avoidance of doubt, any payment to be made by OUTD under this Section 8.3 shall be payable only once to Parent with respect to this Section 8.3 and not in duplication even though such paymentpayment may be payable under one or more provisions hereof. (c) Emergent The parties acknowledge and each Consenting Convertible Note Holder acknowledges agree that the agreements contained in this Section 10.3 8.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC the parties would not enter into this Agreement. Accordingly, if Emergent If OUTD fails to promptly pay any amounts the amount due by it pursuant to this Section 10.38.3, andinterest shall accrue on such amount at the prime lending rate prevailing at such time as published in the Wall Street Journal from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment. If, in order to obtain such payment, PJC and/or Triax Parent commences a Legal Proceeding suit that results in a judgment against Emergent for the amounts set forth in this Section 10.3Parent for such amount, Emergent OUTD shall pay to PJC and Triax their Parent its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Legal Proceedingsuit. Each of the parties further acknowledges that the payment of the Termination Fee by OUTD is not a penalty, together with interest but is liquidated damages in a reasonable amount that will compensate Parent in the circumstances in which such fees or expenses are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the amounts due pursuant expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annumcalculate with precision. (d) Simultaneously with the execution The parties further acknowledge and delivery agree that in no event shall any former, current or future direct or indirect equity holders, controlling Persons, representatives, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of OUTD or Parent (collectively, “Non-Recourse Parties”) have any other liability relating to or arising out of this Agreement, Emergent the Transaction Documents or the transactions contemplated hereby or thereby, and no party hereto, its Subsidiaries or any of their Affiliates shall seek (and such party shall cause Lamington Road its controlled Affiliates not to execute seek) any monetary damages or any other recovery, judgment, or damages of any kind against any of the Non-Recourse Parties, and deliver to PJC a written undertaking in form such party, its Subsidiaries and substance satisfactory to PJC pursuant to which Lamington Road their Affiliates shall be legally obligated to pay precluded from any amounts due to PJC remedy against any of the Non-Recourse Parties at law or in accordance with this Section 10.3equity or otherwise.

Termination Fee. (a) Notwithstanding anything in If this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly is terminated (i) by PJC the Company or Buyer pursuant to Section 10.1(d‎Section 8.1(e) where the applicable injunction or Section 10.2(f)other order is issued pursuant to any Antitrust Law, (ii) by Convertible Note Holdersthe Company pursuant to ‎Section 8.1(c) due to a breach by Buyer of ‎Section 5.2, including the Consenting Convertible Note Holders, that, which breach results in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant conditions set forth in either ‎Section 6.1(a) (as such condition applies with respect to Section 10.1(cany Antitrust Law) or pursuant to Section 10.1(e‎Section 6.1(b) (unless in the case being incapable of Section 10.1(e)being satisfied or otherwise not being satisfied, PJC’s material breach was the basis for such termination) or (iii) by PJC the Company or Emergent Buyer pursuant to Section 10.1(b‎Section 8.1(d) and as of the Outside Date, one or more of the conditions set forth in ‎Section 6.1(a) (as such condition applies with respect to any Antitrust Law) or Section 10.1(g‎Section 6.1(b) has not been satisfied and, in the each case of this clause (iiiclauses ‎(i), within sixty ‎(ii) and ‎(iii), all of conditions set forth in ‎Section 6.1 (60) days of except as such termination Emergent enters into any agreement condition applies with respect to any Antitrust Law) and ‎Section 6.3 have been satisfied or consummates an Alternative Proposal with a third party are capable of being satisfied (other than PJC or one any such conditions which by their nature cannot be satisfied until the Closing Date but subject to such conditions being capable of PJC’s Affiliatesbeing satisfied if the Closing Date were the date of termination), then Buyer will, within two three (23) Business Days following any such termination, pay to the Company or its designee in cash by wire transfer in immediately available funds to an account designated by the Company a non-refundable termination fee in an amount equal to $48,000,000 (such amount to be increased to $56,000,000 in the case of clause circumstances set forth in Section 8.1(d), the “Termination Fee”). Each Party acknowledges that (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 ‎Section 8.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC the Company would not enter into this Agreement, and (ii) that the Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Termination Fee is payable. Accordingly, if Emergent Buyer fails to promptly pay any amounts applicable amount when due pursuant to this Section 10.3‎Section 8.3, and, in order to obtain such payment, PJC and/or Triax the Company commences a Legal Proceeding suit that results in a judgment against Emergent Buyer for the amounts fee set forth in this Section 10.3‎Section 8.3 or any portion of such fee, Emergent then Buyer shall pay to PJC and Triax their the Company its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceedingsuit, together with interest on the amounts due pursuant to this Section 10.3 from amount of the fee at the prime rate published in The Wall Street Journal on the date such payment was required to be made until through the date of payment at the rate of ten percent (10%) per annumpayment. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in In the event that this Agreement has been is validly terminated by Seller or Buyer (i) by PJC pursuant to Section 10.1(d8.1(d) and at the time of such termination, one or more of the conditions to Closing set forth in Section 7.1(a) or Section 10.2(f7.1(b) (to the extent related to any applicable Competition Law (other than any Foreign Investment Law)) have not been satisfied or waived, but all other conditions to Closing set forth in Article 7 have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, which conditions would be capable of being satisfied at such time) and, solely in the case of such a termination by ▇▇▇▇▇, so long as the failure of the Transactions to be consummated on or before the Termination Date was not primarily caused by a material breach by Seller of any of its covenants or agreements under this Agreement, (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e8.1(e) (unless to the extent related to any applicable Competition Law (other than any Foreign Investment Law)) and, solely in the case of Section 10.1(e)such a termination by Buyer, PJC’s so long as the issuance of the Government Order was not primarily caused by a material breach was the basis for such termination) by Seller of any of its covenants or agreements under this Agreement, or (iii) by PJC or Emergent pursuant to Section 10.1(b8.1(c) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement solely with respect to or consummates an Alternative Proposal with a third party other than PJC or one any material breach of PJC’s AffiliatesSection 6.4 on the part of Buyer), then then, promptly, but in any event within two three (23) Business Days following such termination (in after the case of clause (i) or clause (ii)) or entry into such an agreement or consummation date of such Alternative Proposal (in the case of clause (iii)) Emergent termination, Buyer shall pay or cause to be paid to PJC and Triax the aggregate Seller an amount of One Million Five Hundred Thousand Dollars in cash equal to seventy-five million dollars ($1,500,000.0075,000,000) in (the “Termination Fee”) by wire transfer of immediately available funds, payable as instructed in accordance with wire instructions provided to Buyer by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by EmergentSeller. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, The Parties acknowledge and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges agree that the agreements contained in this Section 10.3 8.4 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC the Parties would not otherwise enter into this Agreement. Accordingly; accordingly, if Emergent Buyer fails to pay any amounts due the Termination Fee pursuant to this Section 10.38.4(a) on or prior to the date such amounts are due hereunder, and, in order to obtain such payment, PJC and/or Triax the Seller commences a Legal Proceeding an Action that results in a final, non-appealable judgment against Emergent Buyer for the payment of the Termination Fee pursuant to Section 8.4(a), Buyer shall pay, or cause to be paid, to the Seller interest on such amount at an annual rate equal to the prime rate as published in the Wall Street Journal, Eastern Edition, in effect on the date such amounts set forth in this Section 10.3were originally due hereunder which shall accrue from such date through the date such payment is actually delivered to the Seller or its designee, Emergent shall pay to PJC and Triax their the costs and expenses (including reasonable attorneys’ fees and expenses) expenses incurred by the Seller in connection with such Legal Proceedingaction or proceeding) (collectively, “Interest”). (c) Other than in connection with the enforcement of the Confidentiality Agreement, following any termination of this Agreement in accordance with its terms, in the event that Buyer is required to pay the Termination Fee pursuant to Section 8.4(a) and Buyer timely pays the full Termination Fee, together with interest on the amounts due pursuant any Interest, if applicable, to Seller in accordance with this Section 10.3 from 8.4, payment of such fee shall be the date such payment was required sole and exclusive remedy of Seller and the Seller Parties against Buyer and any Buyer Related Party for any losses, damages or liabilities suffered or incurred as a result of or under this Agreement or the Transactions, including the failure of the Closing to be made until the date of payment at the rate of ten percent (10%) per annumoccur. (d) Simultaneously The Parties acknowledge and agree that (i) in no event shall Buyer be required to pay, or cause to be paid, the Termination Fee on more than one occasion and (ii) any payment of the Termination Fee (together with Interest, if applicable), as applicable, described in this Section 8.4 is not a penalty but is liquidated damages in a reasonable amount that will compensate Seller in the execution circumstances in which such fees are payable for the efforts and delivery resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and agree that the agreements contained in this Section 8.4 are an integral part of the transactions contemplated under this Agreement and that, without these agreements, the Parties would not enter into this Agreement or otherwise agree to consummate the transactions contemplated by this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in Agreement: (i) In the event that this Agreement has been validly is terminated (i) by PJC Seller pursuant to (A) Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e14(a)(v) (unless in the case of Section 10.1(e), PJC’s material with respect to a breach was the basis for such terminationor failure to perform by PropCo Purchaser) or (iiiB) Section 14(a)(viii) then, PropCo Purchaser shall pay, or cause to be paid, to Seller by PJC or Emergent pursuant wire transfer of immediately available funds a fee in an amount equal to Section 10.1(b) or Section 10.1(g) and, in $150,000,000 (the case of this clause (iii“PropCo Financing Termination Fee”), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination. (ii) In the event that (A) this Agreement is terminated by Seller or the Purchasers (x) pursuant to Section 14(a)(ii) and at the time of such termination the condition set forth in Section 12(a)(iii)(2) has not been satisfied or (y) pursuant to Section 14(a)(iii) in respect of an Order, then Law or other action relating to the matters set forth in Section 12(a)(iii)(2); (B) at the time of such termination, all of the conditions to Closing set forth in Sections 12(a) and 12(b) hereof (including Sections 12(a)(iii)(1) and 12(a)(iii)(3)) and Sections 9(a) and 9(b) of the Real Estate Purchase Agreement have been satisfied (other than (I) the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or the condition set forth in Section 12(a)(iii)(2), (II) the condition set forth in Section 9(a) of the Real Estate Purchase Agreement solely with respect to Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or Section 12(a)(iii)(2) and (III) those conditions, which by their nature, are to be satisfied on the Closing Date but which are capable of being satisfied assuming the Closing were to occur on the date of termination); and (C) (x) there has been no willful and intentional action by Seller or any of its Affiliates with respect to the matters set forth in Section 12(a)(iii)(2), or (y) no limitation or suspension of, or failure of Seller and its Affiliates to hold, any Gaming License required to conduct operations at the Premises has occurred since the date of this Agreement that, in each case (clauses (x) and (y)), has caused the failure of any of the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or Section 12(a)(iii)(2) or Section 9(a) of the Real Estate Purchase Agreement (solely with respect to Sections 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or Section 12(a)(iii)(2)) to be satisfied, then, OpCo Purchaser shall pay, or cause to be paid, to Seller by wire transfer of immediately available funds a fee in an amount equal to $150,000,000 (the “OpCo Regulatory Termination Fee”), within two (2) Business Days following of the expiration date of such sixty termination. (60iii) day periodIn the event that (A) this Agreement is terminated by Seller or the Purchasers (x) pursuant to Section 14(a)(ii) and at the time of such termination the condition set forth in Section 12(a)(iii)(3) has not been satisfied or (y) pursuant to Section 14(a)(iii) in respect of an Order, PJC Law or other action relating to the matters set forth in Section 12(a)(iii)(3); (B) at the time of such termination, all of the conditions to Closing set forth in Sections 12(a) and 12(b) hereof (including Sections 12(a)(iii)(1) and 12(a)(iii)(2)) and Sections 9(a) and 9(b) of the Real Estate Purchase Agreement have been satisfied (other than (I) the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or the condition set forth in Section 12(a)(iii)(3), (II) the condition set forth in Section 9(a) of the Real Estate Purchase Agreement solely with respect to Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or Section 12(a)(iii)(3) and (III) those conditions, which by their nature, are to be satisfied on the Closing Date but which are capable of being satisfied assuming the Closing were to occur on the date of termination); and (C) (x) there has been no willful and intentional action by Seller or any of its Affiliates with respect to the matters set forth in Section 12(a)(iii)(3), or (y) no limitation or suspension of, or failure of Seller and its Affiliates to hold, any Gaming License required to conduct operations at the Premises has occurred since the date of this Agreement that, in each case (clauses (x) and (y)), that has caused the failure of any of the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or Section 12(a)(iii)(3) or Section 9(a)(i) of the Real Estate Purchase Agreement (solely with respect to Sections 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or Section 12(a)(iii)(3)) to be satisfied, then, PropCo Purchaser shall pay pay, or cause to be paid paid, to Emergent the amount Seller by wire transfer of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available fundsfunds a fee in an amount equal to $150,000,000 (the “PropCo Regulatory Termination Fee”), payable as instructed by Emergentwithin two (2) Business Days of the date of such termination. (biv) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder Each party acknowledges that the agreements contained in provisions of this Section 10.3 14(c) are an integral part of the transactions contemplated by this Agreement and the Real Estate Purchase Agreement and that, without these agreements, PJC Seller, on one hand, and the Purchasers, on the other hand, would not enter into this Agreement or the Real Estate Purchase Agreement. Accordingly, if Emergent If PropCo Purchaser or OpCo Purchaser fails to promptly pay any amounts the amount due by it pursuant to this Section 10.314(c), andinterest shall accrue on such amount on a daily basis from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made, plus five percent (5%). If, in order to obtain such payment, PJC and/or Triax Seller commences a Legal Proceeding an Action that results in a judgment against Emergent for Seller for the amounts set forth in this Section 10.3payment of such amount, Emergent PropCo Purchaser or OpCo Purchaser, as applicable, shall pay to PJC and Triax their Seller its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Legal ProceedingAction (such expenses and interest, together with interest collectively, “Enforcement Costs”); provided, however, that in all circumstances the maximum aggregate amount of the Enforcement Costs shall be $3,000,000 for each Purchaser. In no event shall either Purchaser be obligated to pay more than one Termination Fee, or a Termination Fee on more than one occasion; and in no event shall (w) OpCo Purchaser be responsible for or pay the PropCo Financing Termination Fee or the PropCo Regulatory Termination Fee, (x) PropCo Purchaser be responsible for or pay the OpCo Regulatory Termination Fee, (y) PropCo Purchaser be obligated to pay the PropCo Regulatory Termination Fee if OpCo Purchaser is obligated to pay the OpCo Regulatory Termination Fee and (z) OpCo Purchaser be obligated to pay the OpCo Regulatory Termination Fee if PropCo Purchaser is obligated to pay the PropCo Regulatory Termination Fee. The parties acknowledge that none of the PropCo Financing Termination Fee payable pursuant to Section 14(c)(i), the OpCo Regulatory Termination Fee payable pursuant to Section 14(c)(ii) or the PropCo Regulatory Termination Fee payable pursuant to Section 14(c)(iii) is a penalty, but are liquidated damages, and the damages resulting from termination of this Agreement under circumstances in which the PropCo Financing Termination Fee, the OpCo Regulatory Termination Fee or the PropCo Regulatory Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to Sections 14(c)(i), 14(c)(ii) or 14(c)(iii) or this Section 14(c)(iv), as applicable, are reasonable forecasts of the actual damages that compensate the Seller and the Seller Related Parties for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and the Real Estate Purchase Agreement and in reliance upon this Agreement and the Real Estate Purchase Agreement and on the amounts due pursuant to this Section 10.3 from expectation of the date consummation of the transactions contemplated herein and therein, and for the loss suffered by reason of the failure of such payment was required to be made until the date of payment at the rate of ten percent (10%) per annumconsummation. (dv) Simultaneously Notwithstanding anything to the contrary set forth in this Agreement, in any circumstance in which this Agreement is terminated and the PropCo Financing Termination Fee is payable pursuant to Section 14(c)(i) or the PropCo Regulatory Termination Fee is payable pursuant to Section 14(c)(iii), the PropCo Financing Termination Fee or the PropCo Regulatory Termination Fee, as applicable, shall constitute the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of Seller and its Subsidiaries and each of their respective Seller Releasing Parties against PropCo Purchaser or any PropCo Purchaser Released Party for any breach, loss or damage with respect to this Agreement, the execution Real Estate Purchase Agreement or any Ancillary Agreement or for the failure of the transactions contemplated hereby or thereby to be consummated, and delivery upon payment of the PropCo Financing Termination Fee or the PropCo Regulatory Termination Fee, as applicable, none of PropCo Purchaser or any of the PropCo Purchaser Released Parties shall have any further liability or obligation relating to or arising out of this Agreement, Emergent the Real Estate Purchase Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby (including any liability for or damages arising out of (i) the willful and material breach by PropCo Purchaser of any provision of this Agreement prior to the valid termination of this Agreement or (ii) fraud with respect to any provision of this Agreement prior to the valid termination of this Agreement), except that PropCo Purchaser shall cause Lamington Road also be obligated to execute Seller for any Enforcement Costs and deliver to PJC a written undertaking in form and substance satisfactory to PJC any interest payable pursuant to which Lamington Road Section 14(c)(iv); provided, that, nothing in this Section 14(c) shall be legally obligated limit the ability of the Seller to pay any amounts due recover reimbursement for costs and expenses and indemnification under Section 5(g)(ii)(4) (Financial Statements and Reports) or Section 5(i)(iii) (Financing Cooperation); provided, further, that, subject to PJC Sections 14(d)(ii) and 14(d)(iv), nothing in this Section 14(c) shall restrict the right of Seller to an injunction, specific performance or other equitable relief in accordance with Section 14(d) prior to the termination of this Agreement. (vi) Notwithstanding anything to the contrary set forth in this Agreement, in any circumstance in which this Agreement is terminated and the OpCo Regulatory Termination Fee is payable pursuant to Section 14(c)(ii), the OpCo Regulatory Termination Fee shall constitute the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of Seller and its Subsidiaries and each of their respective Seller Releasing Parties against OpCo Purchaser or any OpCo Purchaser Released Party for any breach, loss or damage with respect to this Agreement, the Real Estate Purchase Agreement or any Ancillary Agreement or for the failure of the transactions contemplated hereby or thereby to be consummated, and upon payment of the OpCo Regulatory Termination Fee, none of OpCo Purchaser or any of the OpCo Purchaser Released Parties shall have any further liability or obligation relating to or arising out of this Agreement, the Real Estate Purchase Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby (including any liability for or damages arising out of (i) the willful and material breach by OpCo Purchaser of any provision of this Agreement prior to the valid termination of this Agreement or (ii) fraud with respect to any provision of this Agreement prior to the valid termination of this Agreement), except that OpCo Purchaser shall also be obligated to Seller for any Enforcement Costs and any interest payable pursuant to Section 14(c)(iv); provided, that, nothing in this Section 10.314(c) shall limit the ability of the Seller to recover reimbursement for costs and expenses and indemnification under Section 5(i)(v) (Financing Cooperation); provided, further, that, subject to Sections 14(d)(ii) and 14(d)(iv), nothing in this Section 14(c) shall restrict the right of Seller to an injunction, specific performance or other equitable relief in accordance with Section 14(d) prior to the termination of this Agreement.

Termination Fee. (a) Notwithstanding anything in this Agreement to In the contrary, and without limiting any other provision event that (i) a Pre-Termination Takeover Proposal Event (as hereinafter defined) shall have occurred after the date of this Agreement and thereafter this Agreement is terminated by either State Street or any other Transaction DocumentInvestors Financial pursuant to Section 8.1(c) or 8.1(f), in and (ii) prior to the date that is twelve (12) months after the date of such termination Investors Financial consummates or enters into a definitive agreement with respect to an Alternative Transaction, Investors Financial shall, on the earlier of the date of such entry into a definitive agreement with respect to, or consummation of, an Alternative Transaction, pay State Street a fee equal to $165,000,000 by wire transfer of same day funds. (b) In the event that this Agreement has been validly is terminated (i) by PJC State Street pursuant to Section 10.1(d) or Section 10.2(f8.1(e), (ii) then Investors Financial shall pay State Street a fee equal to $165,000,000 by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority wire transfer of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then same day funds within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) business days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (bc) Notwithstanding anything For purposes of this Section 8.4, a “Pre-Termination Takeover Proposal Event” shall be deemed to occur if, prior to the event giving rise to the right to terminate this Agreement, a bona fide Alternative Proposal shall have been made known to Investors Financial or any of its Subsidiaries or has been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Alternative Proposal (the term Alternative Transaction, as used in the definition of Alternative Proposal for purposes of this Section 8.4, and as used in this Agreement Section 8.4, shall have the same meaning set forth in Section 6.11 except that the references to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment “more than 25%” and “at least 75%” shall be deemed to be liquidated damagesreferences to “50% or more” and “a majority,” respectively); (d) Notwithstanding anything to the contrary herein, and the maximum aggregate amount of fees payable under this Section 8.4 shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment$165,000,000. (ce) Emergent and each Consenting Convertible Note Holder Investors Financial acknowledges that the agreements contained in this Section 10.3 8.4 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, PJC State Street would not enter into this Agreement. Accordingly; accordingly, if Emergent Investors Financial fails promptly to pay any amounts the amount due pursuant to this Section 10.38.4, and, in order to obtain such payment, PJC and/or Triax State Street commences a Legal Proceeding that suit which results in a judgment against Emergent Investors Financial for the amounts fee set forth in this Section 10.38.4, Emergent Investors Financial shall pay to PJC and Triax their State Street its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annumsuit. (d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

Termination Fee. (a) Notwithstanding anything in In the event this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly is terminated (i) by PJC pursuant to SPAC in accordance with Section 10.1(d10.01(b), Section 10.01(f), Section 10.01(g), Section 10.01(h), Section 10.01(i), Section 10.01(k) or Section 10.2(f10.01(l), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, Company in the aggregate, hold accordance with Section 10.01(c)(ii) at a majority of the aggregate principal amount of the outstanding Convertible Notes time when SPAC is entitled to terminate this Agreement pursuant to Section 10.1(c10.01(b), Section 10.01(f),Section 10.01(g), Section 10.01(h), Section 10.01(i), Section 10.01(k) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination10.01(l) or (iii) by PJC the Company in accordance with Section 10.01(c)(iii) if the final, non-appealable Governmental Order or Emergent pursuant other Law is not generally applicable to Section 10.1(b) all special purpose acquisition companies and not primarily caused by any action or Section 10.1(g) andinaction of SPAC, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent Company shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars SPAC ($1,500,000.00or its designees) in immediately available funds, payable as instructed by PJC and Triax. In addition a fee equal to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that Termination Fee (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following after the expiration date of such sixty termination if the Termination Fee is the Default Termination Fee or (60y) within twelve (12) months after the date of such termination if the Termination Fee is the Reduced Termination Fee, in each case by wire transfer of same-day periodfunds to one or more accounts designated by SPAC; provided that, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00A) in immediately available fundsno event shall the Termination Fee be payable if (I) Company terminates this Agreement pursuant to Section 10.01(c)(i) or Section 10.01(j), payable as instructed by Emergentor (II) this Agreement is terminated at a time when the Company is entitled to terminate this Agreement pursuant to Section 10.01(c)(i) or Section 10.01(j), (B) in no event shall the Company be required to pay the Termination Fee more than once, and (C) in no event will SPAC be entitled to both (I) a remedy of specific performance that enforces the Closing and (II) the receipt of the Termination Fee. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges The parties acknowledge that the agreements contained in this Section 10.3 10.02 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC the parties hereto would not enter into this Agreement. AccordinglyIn addition, if Emergent the Company fails to pay in a timely manner any amounts amount due to SPAC pursuant to this Section 10.310.02, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent then (i) the Company shall reimburse SPAC for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their all costs and expenses (including reasonable attorneys’ disbursements and fees of counsel) incurred in the collection of such overdue amounts and expenses(ii) in connection with such Legal Proceeding, together with the Company shall pay to SPAC interest on the amounts due payable pursuant to this Section 10.3 10.02 from and including the date payment of such amounts was due to but excluding the date of actual payment at a rate equal to three percent (3%) plus the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annummade. (dc) Simultaneously Notwithstanding anything to the contrary in this Agreement, in the event this Agreement is validly terminated in accordance with its terms and the execution Termination Fee is due and delivery payable under the terms hereof then, the SPAC’s sole and exclusive remedy shall be to receive the applicable Termination Fee (and any interest and other amounts payable to SPAC pursuant to Section 10.02(b) or the Promissory Note (collectively, “Interests and Reimbursements”)) from the Company, and upon SPAC’s receipt of the Termination Fee (and any Interests and Reimbursements), none of SPAC or any SPAC Related Party shall have any further liability or obligation relating to or arising out of this Agreement, Emergent shall cause Lamington Road any Ancillary Agreement, any other agreement executed in connection herewith or the transactions contemplated hereby or thereby or any conduct relating hereto or thereto. Notwithstanding anything to execute the contrary herein, SPAC’s rights (i) to receive payment of the applicable Termination Fee and deliver to PJC a written undertaking in form any Interests and substance satisfactory to PJC pursuant to which Lamington Road Reimbursements shall be legally obligated the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) of SPAC and any of its former, current, or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents or any former, current or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents of any of the foregoing (collectively, the “SPAC Related Parties”) against the Company, Pubco and Merger Sub, and any of their respective former, current, or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents or any former, current or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents of any of the foregoing (collectively, the “Company Related Parties”) for any loss, cost, damage or expense suffered with respect to pay this Agreement, the Ancillary Agreements, the transactions contemplated hereby and thereby or any amounts due conduct relating hereto or thereto (including any breach by the Company for Actual Fraud), the termination of this Agreement, the failure of the transactions contemplated by this Agreement to PJC be consummated or any breach of this Agreement by the Company (whether willfully, intentionally, unintentionally or otherwise (including, for the avoidance of doubt, Actual Fraud)), and none of the Company Related Parties shall have any liability or obligation to SPAC, its Affiliates or the other SPAC Related Parties under any theory relating to or arising out of this Agreement, any Ancillary Agreements, any other agreement executed in accordance connection herewith or the transactions contemplated hereby or thereby or any conduct relating hereto or thereto or any claims or actions under applicable Law arising out of any such breach, termination or failure. In no event will SPAC be entitled to payment of monetary damages (including in connection with a Willful Breach or Actual Fraud) other than the Termination Fee and any Interests and Reimbursements after the termination of this Section 10.3Agreement.

Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in Agreement: i. In the event that this Agreement has been validly is terminated (i) by PJC Seller pursuant to (A) Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e14(a)(v) (unless in the case of Section 10.1(e), PJC’s material with respect to a breach was the basis for such terminationor failure to perform by PropCo Purchaser) or (iiiB) Section 14(a)(viii) then, PropCo Purchaser shall pay, or cause to be paid, to Seller by PJC or Emergent pursuant wire transfer of immediately available funds a fee in an amount equal to Section 10.1(b) or Section 10.1(g) and, in $150,000,000 (the case of this clause (iii“PropCo Financing Termination Fee”), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination. ii. In the event that (A) this Agreement is terminated by Seller or the Purchasers (x) pursuant to Section 14(a)(ii) and at the time of such termination the condition set forth in Section 12(a)(iii)(2) has not been satisfied or (y) pursuant to Section 14(a)(iii) in respect of an Order, then Law or other action relating to the matters set forth in Section 12(a)(iii)(2); (B) at the time of such termination, all of the conditions to Closing set forth in Sections 12(a) and 12(b) hereof (including Sections 12(a)(iii)(1) and 12(a)(iii)(3)) and Sections 9(a) and 9(b) of the Real Estate Purchase Agreement have been satisfied (other than (I) the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or the condition set forth in Section 12(a)(iii)(2), (II) the condition set forth in Section 9(a) of the Real Estate Purchase Agreement solely with respect to Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or Section 12(a)(iii)(2) and (III) those conditions, which by their nature, are to be satisfied on the Closing Date but which are capable of being satisfied assuming the Closing were to occur on the date of termination); and (C) (x) there has been no willful and intentional action by Seller or any of its Affiliates with respect to the matters set forth in Section 12(a)(iii)(2), or (y) no limitation or suspension of, or failure of Seller and its Affiliates to hold, any Gaming License required to conduct operations at the Premises has occurred since the date of this Agreement that, in each case (clauses (x) and (y)), has caused the failure of any of the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or Section 12(a)(iii)(2) or Section 9(a) of the Real Estate Purchase Agreement (solely with respect to Sections 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(2)) or Section 12(a)(iii)(2)) to be satisfied, then, OpCo Purchaser shall pay, or cause to be paid, to Seller by wire transfer of immediately available funds a fee in an amount equal to $150,000,000 (the “OpCo Regulatory Termination Fee”), within two (2) Business Days following of the expiration date of such sixty termination. iii. In the event that (60A) day periodthis Agreement is terminated by Seller or the Purchasers (x) pursuant to Section 14(a)(ii) and at the time of such termination the condition set forth in Section 12(a)(iii)(3) has not been satisfied or (y) pursuant to Section 14(a)(iii) in respect of an Order, PJC Law or other action relating to the matters set forth in Section 12(a)(iii)(3); (B) at the time of such termination, all of the conditions to Closing set forth in Sections 12(a) and 12(b) hereof (including Sections 12(a)(iii)(1) and 12(a)(iii)(2)) and Sections 9(a) and 9(b) of the Real Estate Purchase Agreement have been satisfied (other than (I) the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or the condition set forth in Section 12(a)(iii)(3), (II) the condition set forth in Section 9(a) of the Real Estate Purchase Agreement solely with respect to Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or Section 12(a)(iii)(3) and (III) those conditions, which by their nature, are to be satisfied on the Closing Date but which are capable of being satisfied assuming the Closing were to occur on the date of termination); and (C) (x) there has been no willful and intentional action by Seller or any of its Affiliates with respect to the matters set forth in Section 12(a)(iii)(3), or (y) no limitation or suspension of, or failure of Seller and its Affiliates to hold, any Gaming License required to conduct operations at the Premises has occurred since the date of this Agreement that, in each case (clauses (x) and (y)), that has caused the failure of any of the conditions set forth in Section 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or Section 12(a)(iii)(3) or Section 9(a)(i) of the Real Estate Purchase Agreement (solely with respect to Sections 12(a)(i) (in respect of an Order, Law or other action (including any pending Action) relating to the matters set forth in Section 12(a)(iii)(3)) or Section 12(a)(iii)(3)) to be satisfied, then, PropCo Purchaser shall pay pay, or cause to be paid paid, to Emergent the amount Seller by wire transfer of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available fundsfunds a fee in an amount equal to $150,000,000 (the “PropCo Regulatory Termination Fee”), payable as instructed by Emergentwithin two (2) Business Days of the date of such termination. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder iv. Each party acknowledges that the agreements contained in provisions of this Section 10.3 14(c) are an integral part of the transactions contemplated by this Agreement and the Real Estate Purchase Agreement and that, without these agreements, PJC Seller, on one hand, and the Purchasers, on the other hand, would not enter into this Agreement or the Real Estate Purchase Agreement. Accordingly, if Emergent If PropCo Purchaser or OpCo Purchaser fails to promptly pay any amounts the amount due by it pursuant to this Section 10.314(c), andinterest shall accrue on such amount on a daily basis from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made, plus five percent (5%). If, in order to obtain such payment, PJC and/or Triax Seller commences a Legal Proceeding an Action that results in a judgment against Emergent for Seller for the amounts set forth in this Section 10.3payment of such amount, Emergent PropCo Purchaser or OpCo Purchaser, as applicable, shall pay to PJC and Triax their Seller its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Legal ProceedingAction (such expenses and interest, together with interest collectively, “Enforcement Costs”); provided, however, that in all circumstances the maximum aggregate amount of the Enforcement Costs shall be $3,000,000 for each Purchaser. In no event shall either Purchaser be obligated to pay more than one Termination Fee, or a Termination Fee on more than one occasion; and in no event shall (w) OpCo Purchaser be responsible for or pay the PropCo Financing Termination Fee or the PropCo Regulatory Termination Fee, (x) PropCo Purchaser be responsible for or pay the OpCo Regulatory Termination Fee, (y) PropCo Purchaser be obligated to pay the PropCo Regulatory Termination Fee if OpCo Purchaser is obligated to pay the OpCo Regulatory Termination Fee and (z) OpCo Purchaser be obligated to pay the OpCo Regulatory Termination Fee if PropCo Purchaser is obligated to pay the PropCo Regulatory Termination Fee. The parties acknowledge that none of the PropCo Financing Termination Fee payable pursuant to Section 14(c)(i), the OpCo Regulatory Termination Fee payable pursuant to Section 14(c)(ii) or the PropCo Regulatory Termination Fee payable pursuant to Section 14(c)(iii) is a penalty, but are liquidated damages, and the damages resulting from termination of this Agreement under circumstances in which the PropCo Financing Termination Fee, the OpCo Regulatory Termination Fee or the PropCo Regulatory Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to Sections 14(c)(i), 14(c)(ii) or 14(c)(iii) or this Section 14(c)(iv), as applicable, are reasonable forecasts of the actual damages that compensate the Seller and the Seller Related Parties for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and the Real Estate Purchase Agreement and in reliance upon this Agreement and the Real Estate Purchase Agreement and on the amounts due expectation of the consummation of the transactions contemplated herein and therein, and for the loss suffered by reason of the failure of such consummation. v. Notwithstanding anything to the contrary set forth in this Agreement, in any circumstance in which this Agreement is terminated and the PropCo Financing Termination Fee is payable pursuant to Section 14(c)(i) or the PropCo Regulatory Termination Fee is payable pursuant to Section 14(c)(iii), the PropCo Financing Termination Fee or the PropCo Regulatory Termination Fee, as applicable, shall constitute the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of Seller and its Subsidiaries and each of their respective Seller Releasing Parties against PropCo Purchaser or any PropCo Purchaser Released Party for any breach, loss or damage with respect to this Section 10.3 from Agreement, the date such payment was required Real Estate Purchase Agreement or any Ancillary Agreement or for the failure of the transactions contemplated hereby or thereby to be made until consummated, and upon payment of the date PropCo Financing Termination Fee or the PropCo Regulatory Termination Fee, as applicable, none of payment at PropCo Purchaser or any of the rate of ten percent (10%) per annum. (d) Simultaneously with the execution and delivery PropCo Purchaser Released Parties shall have any further liability or obligation relating to or arising out of this Agreement, Emergent the Real Estate Purchase Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby (including any liability for or damages arising out of (i) the willful and material breach by PropCo Purchaser of any provision of this Agreement prior to the valid termination of this Agreement or (ii) fraud with respect to any provision of this Agreement prior to the valid termination of this Agreement), except that PropCo Purchaser shall cause Lamington Road also be obligated to execute Seller for any Enforcement Costs and deliver to PJC a written undertaking in form and substance satisfactory to PJC any interest payable pursuant to which Lamington Road Section 14(c)(iv); provided, that, nothing in this Section 14(c) shall be legally obligated limit the ability of the Seller to pay any amounts due recover reimbursement for costs and expenses and indemnification under Section 5(g)(ii)(4) (Financial Statements and Reports) or Section 5(i)(iii) (Financing Cooperation); provided, further, that, subject to PJC Sections 14(d)(ii) and 14(d)(iv), nothing in this Section 14(c) shall restrict the right of Seller to an injunction, specific performance or other equitable relief in accordance with Section 14(d) prior to the termination of this Agreement. vi. Notwithstanding anything to the contrary set forth in this Agreement, in any circumstance in which this Agreement is terminated and the OpCo Regulatory Termination Fee is payable pursuant to Section 14(c)(ii), the OpCo Regulatory Termination Fee shall constitute the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of Seller and its Subsidiaries and each of their respective Seller Releasing Parties against OpCo Purchaser or any OpCo Purchaser Released Party for any breach, loss or damage with respect to this Agreement, the Real Estate Purchase Agreement or any Ancillary Agreement or for the failure of the transactions contemplated hereby or thereby to be consummated, and upon payment of the OpCo Regulatory Termination Fee, none of OpCo Purchaser or any of the OpCo Purchaser Released Parties shall have any further liability or obligation relating to or arising out of this Agreement, the Real Estate Purchase Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby (including any liability for or damages arising out of (i) the willful and material breach by OpCo Purchaser of any provision of this Agreement prior to the valid termination of this Agreement or (ii) fraud with respect to any provision of this Agreement prior to the valid termination of this Agreement), except that OpCo Purchaser shall also be obligated to Seller for any Enforcement Costs and any interest payable pursuant to Section 14(c)(iv); provided, that, nothing in this Section 10.314(c) shall limit the ability of the Seller to recover reimbursement for costs and expenses and indemnification under Section 5(i)(v) (Financing Cooperation); provided, further, that, subject to Sections 14(d)(ii) and 14(d)(iv), nothing in this Section 14(c) shall restrict the right of Seller to an injunction, specific performance or other equitable relief in accordance with Section 14(d) prior to the termination of this Agreement.

Termination Fee. (a) Notwithstanding anything in this Agreement to the contraryThe Purchaser shall pay, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated (i) by PJC pursuant to Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available fundspaid, payable as instructed by PJC and Triax. In addition to the foregoingSellers a cash payment in an amount equal to $95,000,000 (the “Termination Fee”) if, and notwithstanding anything in but only if, this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly is terminated by Emergent the Purchaser 4/28/2017 Exhibit ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/Archives/▇▇▇▇▇/data/1002638/000100263816000084/exhibit21.htm 73/134 or the Sellers (i) pursuant to Section 10.1(b7.1(e) (but only if solely as a result of an Order issued under any Antitrust Law) or (ii) pursuant to Section 7.1(b) if, but only if, as of the Termination Date, one or more of the conditions set forth in Section 6.1(a) has not been satisfied (but only if the failure to meet such condition arises solely under any Antitrust Law) and all of the other conditions to effect the Initial Closing set forth in Article 6 have been satisfied or, to the extent permitted hereunder, waived (yother than those conditions that by their terms are to be satisfied by actions taken at the Initial Closing provided such conditions would have been satisfied as of such date). The Purchaser shall pay to the Sellers the Termination Fee, which shall be allocated between EMC and EIC as set forth in Schedule 2.1, by wire transfer of immediately available funds to an account (or accounts) Emergent has not entered into an Alternative Proposal within sixty designated by the Sellers promptly but in no event later than five (605) days of Business Days after the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent. (b) Notwithstanding anything in this Agreement to The parties acknowledge that (i) the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are 7.3 is an integral part of the transactions contemplated by Contemplated Transactions, (ii) the amount of, and the basis for payment of, the fee described herein is reasonable and appropriate in all respects and (iii) without this Agreement and thatagreement, without these agreements, PJC the parties would not enter into this Agreement. Accordingly, if Emergent the Purchaser fails to pay any amounts due pursuant to this Section 10.3in a timely manner the Termination Fee, and, in order to obtain such payment, PJC and/or Triax commences the Sellers make a Legal Proceeding claim that results in a judgment against Emergent the Purchaser for payment of the amounts set forth in this Section 10.3Termination Fee, Emergent the Purchaser shall pay to PJC the Sellers the Sellers’ reasonable and Triax their documented out­of­pocket costs and expenses (including reasonable attorneys’ and documented out­of­pocket fees and expensescosts of counsel) in connection with such Legal Proceedingsuit, together with interest on such amount (in each case from the amounts date payment of such amount was due pursuant to this Section 10.3 from through the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made). All payments under this Section 7.3(b) shall be made until by wire transfer of immediately available funds to an account (or accounts) designated by the date Sellers. (c) For the avoidance of doubt, any payment at made by the rate of ten percent (10%) per annumPurchaser under this Section 7.3 shall be payable only once with respect to this Section 7.3 and not in duplication even though such payment may be payable under one or more provisions hereof. (d) Simultaneously with Notwithstanding anything to the execution contrary in this Agreement: (i) if the Termination Fee becomes payable pursuant to Section 7.3(a), the sole and delivery exclusive remedy of the Sellers against the Purchaser or any Financing Sources, or any of their respective Affiliates or Representatives (collectively, the “Purchaser Related Parties”) for any Damages suffered as a result thereof or relating to any breach of any representation, warranty, covenant or agreement in this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road any of the Contemplated Transactions, or the Debt Commitment Letter shall be legally obligated the right to pay receive payment of the Termination Fee (and the expenses and interest, if any, contemplated by the second sentence of Section 7.3(b)) as and only to the extent provided by Section 7.3(a) and Section 7.3(b); and (ii) upon the indefeasible payment of the Termination Fee in full, none of the Purchaser Related Parties will have any amounts due further liability or obligation of any kind for any reason relating to PJC in accordance with or arising out of this Section 10.3.Agreement or any of the Transaction Agreements, or the

Termination Fee. (a) Notwithstanding anything in In the event this Agreement is terminated by the Company pursuant to Section 10.01(c)(ii)(A) (if at the contrary, and without limiting any other provision time of such termination the SPAC then has the right to terminate this Agreement pursuant to Section 10.01(b)(i) or any other Transaction DocumentSection 10.01(i)) or Section 10.01(c)(ii)(B) or by SPAC pursuant to Section 10.01(b)(i) or Section 10.01(i), in the event that this Agreement has been validly terminated then if (i) by PJC pursuant to Section 10.1(d) the SPAC Redeemed Share Percentage is less than 90% or Section 10.2(f)is unknown, (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent Company shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars SPAC a fee equal to twelve million five hundred thousand dollars ($1,500,000.0012,500,000) in immediately available funds(the “Tier I Termination Fee”) or (ii) the SPAC Redeemed Share Percentage is known and is equal to or greater than 90%, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC Company shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars SPAC a fee equal to six million two hundred fifty thousand dollars ($1,500,000.006,250,000) (the “Tier II Termination Fee” and together with the Tier I Termination Fee, as applicable, the “Termination Fee”), , in immediately available fundseach case within two (2) Business Days after the date of such termination by wire transfer of same-day funds to one or more accounts designated by SPAC; provided that, payable as instructed by Emergentin no event shall the Company be required to pay the Termination Fee more than once. (b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment. (c) Emergent and each Consenting Convertible Note Holder acknowledges The parties acknowledge that the agreements contained in this Section 10.3 10.02 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC the parties hereto would not enter into this Agreement. AccordinglyIn addition, if Emergent the Company fails to pay in a timely manner any amounts amount due to SPAC pursuant to this Section 10.310.02, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent then (i) the Company shall reimburse SPAC for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their all costs and expenses (including reasonable attorneys’ disbursements and fees of counsel) incurred in the collection of such overdue amounts and expenses(ii) in connection with such Legal Proceeding, together with the Company shall pay to SPAC interest on the amounts due payable pursuant to this Section 10.3 10.02 from and including the date payment of such amounts was due to but excluding the date of actual payment at a rate equal to three percent (3%) plus the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annummade. (dc) Simultaneously Notwithstanding anything to the contrary in this Agreement, in the event this Agreement is validly terminated in accordance with its terms and the execution Termination Fee is due and delivery payable under the terms hereof then, the SPAC’s sole and exclusive remedy shall be to receive the applicable Termination Fee (and any interest and other amounts payable pursuant to Section 10.02(b) (collectively, “Interests and Reimbursements”)) from the Company, and upon SPAC’s receipt of the Termination Fee (and any Interests and Reimbursements), none of SPAC or any SPAC Related Party shall have any further liability or obligation relating to or arising out of this Agreement, Emergent shall cause Lamington Road any Ancillary Agreement, any other agreement executed in connection herewith or the transactions contemplated hereby or thereby or any conduct relating hereto or thereto. Notwithstanding anything to execute the contrary herein, SPAC’s rights (i) to receive payment of the applicable Termination Fee and deliver to PJC a written undertaking in form any Interests and substance satisfactory to PJC pursuant to which Lamington Road Reimbursements shall be legally obligated the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) of SPAC and any of its former, current, or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents or any former, current or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents of any of the foregoing (collectively, the “SPAC Related Parties”) against the Company, Pubco and Merger Sub, and any of their respective former, current, or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents or any former, current or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents of any of the foregoing (collectively, the “Company Related Parties”) for any loss, cost, damage or expense suffered with respect to pay this Agreement, the Ancillary Agreements, the transactions contemplated hereby and thereby or any amounts due conduct relating hereto or thereto (including any breach by the Company for Actual Fraud), the termination of this Agreement, the failure of the transactions contemplated by this Agreement to PJC be consummated or any breach of this Agreement by the Company (whether willfully, intentionally, unintentionally or otherwise (including, for the avoidance of doubt, Actual Fraud)), and none of the Company Related Parties shall have any liability or obligation to SPAC, its Affiliates or the other SPAC Related Parties under any theory relating to or arising out of this Agreement, any Ancillary Agreements, any other agreement executed in accordance connection herewith or the transactions contemplated hereby or thereby or any conduct relating hereto or thereto or any claims or actions under applicable Law arising out of any such breach, termination or failure. In no event will SPAC be entitled to payment of monetary damages (including in connection with a Willful Breach or Actual Fraud) other than the Termination Fee and any Interests and Reimbursements after the termination of this Section 10.3Agreement.