Common use of Termination Fee Clause in Contracts

Termination Fee. (i) Company shall promptly, but in no event later than two Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event this Agreement is terminated pursuant to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. Notwithstanding anything to the contrary in this Agreement, if (iA) the Company shall promptlyhave terminated this Agreement pursuant to Section 7.1(g), but in no event later than two Business Days (B) Parent shall have terminated this Agreement pursuant to Section 7.1(h), or (C) (1) after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to the Company or any of its Subsidiaries or publicly disclosed (in each case, whether or not conditional and whether or not withdrawn), (2) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b), Section 7.1(d) or Section 7.1(f) and (3) concurrently with or within twelve (12) months after such termination, pay to Acquiror the Company shall have entered into a definitive agreement providing for, or completed the implementation of, an Acquisition Proposal, then in the case of each of clauses (A), (B) and (C) above, the Company shall pay, by wire transfer of immediately available funds to an amount equal account designated by Parent, a fee of $1,250,000 75,000,000 in cash (the “Termination Fee”) ), such payment to be made concurrently with termination in the event this Agreement is case of clause (A) above, within three (3) Business Days after such termination in the case of clause (B) above if terminated pursuant to Section 8.1(g), Section 8.1(h), 7.1(b) or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business daysBusiness Days of the Company Meeting if terminated pursuant to or Section 7.1(d), after or concurrently with the consummation completed implementation of such Company Acquisition. For the Acquisition Proposal, in the case of clause (C) above; it being understood that for all purposes of clause (C) above and the application of this AgreementSection 7.3(a), all references to 20% in the definition of “Company AcquisitionAcquisition Proposal” shall mean be deemed to be references to “more than 50%” and in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion. Other than as specified in Section 7.2(a), upon the payment by the Company of the Termination Fee as and when required by this Section 7.3(a), none of the current, former, or future Company Parties shall have any transaction contemplated further liability with respect to this Agreement or the Transactions to any Parent Party. If any applicable law (as determined in the good faith discretion of the Company) requires deduction or withholding of any Tax from any payment of the Termination Fee, then the Company shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Body in accordance with applicable law the sum payable by the Company pursuant to this Section 7.3(a)(i) shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 7.3(a)(i)) Parent receives an Acquisition Proposalamount equal to the Termination Fee.

Termination Fee. (a) The Company will pay to Parent, by wire transfer of cash in immediately available funds, $215,000,000 (the “Termination Fee”) if this Agreement is terminated under the following circumstances: (i) if (A) this Agreement is terminated by either Parent or the Company shall promptlypursuant to Section 9.1(b)(i), but is terminated by either Parent or the Company pursuant to Section 9.1(b)(iii) or is terminated by Parent pursuant to Section 9.1(c)(i), and in no event later than two Business Days any such case an Acquisition Proposal has become known to the Board of Directors of the Company or has been publicly announced or has otherwise become publicly known, at any time after the date of this Agreement and prior to date of the termination of this Agreement or, with respect to termination pursuant to Section 9.1(b)(iii), prior to the time of the taking of the vote of the stockholders of the Company at the Stockholders Meeting, and such Acquisition Proposal has not been withdrawn, and (B) within 12 months after the date of such termination, pay to Acquiror the Company’s Board of Directors recommends that stockholders vote in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event this Agreement is terminated pursuant to Section 8.1(g), Section 8.1(h)favor of, or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b)tender their shares into, Section 8.1(d), or Section 8.1(f), if following any Acquisition Proposal (including any Acquisition Proposal made after the date hereof and prior to of the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), or the Company enters into a Contract with respect to an Acquisition Proposal shall have been publicly announced Proposal, or consummates the transaction contemplated by any person, shall have been Acquisition Proposal (including any Acquisition Proposal made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to after the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following date of the termination of this Agreement), any then the Company will pay the Termination Fee concurrently with the date the Company consummates such transaction; provided that, for purposes of this Section 9.3(a)(i), all references to 15 percent included in the definition of the term “Acquisition Proposal” will be deemed to refer to 50 percent; (as defined belowii) if this Agreement is consummatedterminated by Parent pursuant to Section 9.1(c)(ii), or (B) then the Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months will pay the Termination Fee by the second Business Day following the termination date of such termination; (iii) if this Agreement is terminated by the Company pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii) and, at the time of such termination, Parent is entitled to terminate the Agreement pursuant to Section 9.1(c)(ii), then the Company will pay the Termination Fee in accordance with Section 9.3(c); or (iv) if this Agreement is terminated by the Company pursuant to Section 9.1(d)(ii), then the Company will pay the Termination Fee in accordance with Section 9.3(c). (b) Each of the Parties acknowledges that the amounts payable by the Company to Parent pursuant to this Section 9.3 are not a penalty, but rather constitute liquidated damages in a reasonable amount that will compensate Parent for the efforts and resources expended and opportunities foregone while proposing and negotiating this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after reliance on this Agreement and on the expectation of the consummation of such Company Acquisition. For purposes of this Agreementthe Merger, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposalwhich amount would otherwise be impossible to calculate with precision.

Termination Fee. (a) Notwithstanding any provision in this Agreement to the contrary, if (i) (A) prior to the termination of this Agreement, any Alternative Proposal (substituting 20% for the 15% thresholds set forth in the definition of "Alternative Proposal;" PROVIDED, that any proposals for the acquisition of any of the Proposed Divestitures shall not be included in the calculation of such 20% threshold with respect to assets of the Company and its Subsidiaries) is publicly proposed or publicly disclosed prior to, and not withdrawn at the time of, the Company Meeting, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) and (C) concurrently with or within nine (9) months after such termination, a transaction the proposal of which would constitute an Alternative Proposal (substituting 50% for the 15% thresholds set forth in the definition of "Alternative Proposal") (a "QUALIFYING TRANSACTION") shall have occurred or any definitive agreement providing for a Qualifying Transaction shall have been entered into or (ii) this Agreement is terminated by the Company pursuant to Section 7.1(g) or by Parent pursuant to Section 7.1(h), then in any such event the Company shall promptlypay to Parent a fee of $171,900,000 in cash, but such payment to be made, in no event later than the case of termination by the Company pursuant to Section 7.1(g), concurrently with such termination, or in the case of termination by Parent pursuant to Section 7.1(h), two Business Days (2) business days after the date of such termination, or, otherwise, upon the earlier of (i) consummation of such Qualifying Transaction and (ii) entry into a definitive agreement providing for a Qualifying Transaction, it being understood that in no event shall the Company be required to pay the fee referred to Acquiror in immediately available funds this Section 7.2(a) on more than one occasion. (b) The Company acknowledges that the agreements contained in this Section 7.2 are an amount equal $1,250,000 integral part of the transactions contemplated by this Agreement, and that without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in cash (a timely manner the “Termination Fee”) in the event this Agreement is terminated amounts due pursuant to this Section 8.1(g)7.2, Section 8.1(h)and, or Section 8.1(i). in order to obtain such payment, Parent makes a claim that results in a judgment against the Company, the Company shall pay to Acquiror Parent Parent's reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the Termination Fee amounts set forth in this Section 7.2 at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.2 shall not be in lieu of damages incurred in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of an intentional breach of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. (ia) Company shall promptlyIn recognition of the efforts, but in no event later than two Business Days after expenses and other opportunities foregone by Purchaser while structuring and pursuing the date of such terminationMerger, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event if this Agreement is terminated pursuant to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), 8.1(e) or Section 8.1(f), if then Seller shall pay Purchaser by wire transfer of same-day funds an amount equal to $1,250,000 (the “Seller Termination Fee”), payable, in the case of a termination under Section 8.1(e), simultaneously with such termination and as a condition thereof, and in the case of a termination under Section 8.1(f), within three (3) business days following the date hereof such termination. (b) If this Agreement is terminated by either Party under Section 8.1(g), and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have thereto there has been publicly announced by any personan Acquisition Proposal, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) then if within twelve (12) months following of such termination Seller or Alarion Bank either (i) enters into a definitive agreement with respect to such Acquisition Proposal or (ii) consummates such Acquisition Proposal, Seller shall, within three (3) business days after the first to occur of the foregoing events, pay Purchaser the Seller Termination Fee by wire transfer of same-day funds. (c) Notwithstanding anything to the contrary in this Agreement, the payment of the Seller Termination Fee pursuant to this Section 8.4 shall fully discharge Seller from, and be the sole and exclusive monetary remedy of Purchaser with respect to, any and all losses that may be suffered by Purchaser based upon, resulting from or arising out of the circumstances giving rise to such termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in . In no event later shall Seller be required to pay the Seller Termination Fee on more than two one occasion. (2d) business days, after The parties agree that the consummation agreements contained in this Section 8.4 are an integral part of such Company Acquisition. For purposes of the transactions contemplated by this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposaland that, without these agreements, the parties would not enter into this Agreement.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by FBMS while structuring and pursuing the Merger, SSNF shall pay to FBMS a termination fee equal to $1,200,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by FBMS in the event of any of the following: (i) Company in the event FBMS terminates this Agreement pursuant to Section 7.01(g), SSNF shall promptlypay FBMS the Termination Fee within one (1) Business Day after receipt of FBMS’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, but in no event later than two Business Days an Acquisition Proposal shall have been made known to senior management of SSNF or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to SSNF and (A) thereafter this Agreement is terminated (x) by either FBMS or SSNF pursuant to Section 7.01(c) because the Requisite SSNF Shareholder Approval shall not have been obtained or (y) by FBMS pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, SSNF enters into any agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then SSNF shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (FBMS the “Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%.” (b) SSNF and FBMS each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, FBMS would not enter into this Agreement; accordingly, if SSNF fails promptly to pay any amounts due under this Section 7.02, SSNF shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of FBMS (including reasonable legal fees and expenses) in connection with such suit. (c) Notwithstanding anything to the event contrary set forth in this Agreement is terminated pursuant Agreement, the Parties agree that if SSNF pays or causes to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company shall pay be paid to Acquiror FBMS the Termination Fee in the event accordance with Section 7.02(a), SSNF (or any successor in interest of SSNF) will not have any further obligations or liabilities to FBMS with respect to this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of transactions contemplated by this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. (i) Company shall promptlyTo induce the Offeror to enter into this Merger Agreement and to pursue and make the Offer, but in no event later than two Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event that: a. this Merger Agreement is terminated pursuant to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event Clause 9.1e; or b. this Merger Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), Clause 9.1f; or c. if following the date hereof and (i) prior to the Company Meeting Closing Date, a public announcement has been made indicating that a third party has made, is preparing or increases an Alternative Proposal (oror an Alternative Proposal is made directly to the Company’s shareholders), if (ii) thereafter this Merger Agreement is terminated by either the Offeror or the Company Meeting shall not have been convened, prior pursuant to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person Clause 9.1c and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (Aiii) within twelve (12) 12 months following after such termination, the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter definitive agreement to consummate, or consummates, the transactions contemplated by any Alternative Proposal; the Company shall pay in cash a fee to the Offeror of intent EUR 20,232,000 as compensation for opportunity costs and other costs incurred by the Offeror in connection with the Offer. The fee of EUR 20,232,000 will not be subject to any gross-up for Taxes or similar document or to any Contract providing for any Tax withholding. Payment shall be made by the Company Acquisition within twelve (12i) months following the immediately upon termination of this Agreement and any Company Acquisition is later consummatedMerger Agreement, in which the case such amount shall be paid promptlyof subclause (a), but (ii) within two Business Days after termination of this Merger Agreement, in no event later than two the case of subclause (2b) business daysor (iii) on the date of the first to occur of the events described in subclause (c)(iii), after in the consummation case of such Company Acquisitionsubclause (c). For purposes of this Agreementsubclause (c)(iii) above only, the term Alternative Proposal shall have the meaning assigned to such term in Clause 8.1, except that all references to “Company Acquisition10%” therein shall mean any transaction contemplated by an Acquisition Proposalbe deemed to be references to “40%”.

Termination Fee. (i) Company MFB shall promptlypay MutualFirst the cash amount of $1.7 million, but in no event later than two Business Days after as an agreed upon liquidated damages and not as a penalty and as the date sole and exclusive remedy of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash MutualFirst and Acquisition Corp. against MFB (the “Termination Fee”), payable within two (2) business days after written demand (or as otherwise provided below) in immediately available funds, upon the event occurrence of any of the following: (a) a termination of this Agreement is terminated by MutualFirst pursuant to Section 8.1(g9.1(g); (b) a termination of this Agreement by MFB pursuant to Section 9.1(h), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror in which case the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following be paid concurrently with the termination of this Agreement, any Company Acquisition ; (as defined belowc) is consummated, or (B) Company enters the entering into a letter definitive agreement by MFB or MFB Financial relating to a change in control of intent MFB, MFB Financial or similar document substantially all of the assets of either of them (by merger, consolidation, stock purchase, bulk sale of assets or any Contract providing for any Company Acquisition otherwise) within twelve one (121) months following year after the termination of this Agreement by MutualFirst pursuant to Section 9.1(b); provided, however, that if MutualFirst seeks relief against MFB underSection 9.7(a), then MFB shall have no obligation to MutualFirst under this Section 9.6(c) and any Company Acquisition is later consummated, in which case such amount the provisions of this Section 9.6(c) shall be paid promptly, but in no event later than two thereupon terminate; or (2d) business days, after the consummation of such Company Acquisition. For purposes a transaction involving a change in control of MFB, MFB Financial or substantially all of the assets of either of them (by merger, consolidation, tender offer, stock purchase, bulk sale of assets or otherwise) within one year after the termination of this AgreementAgreement by MutualFirst pursuant to Section 9.1(b); provided, “Company Acquisition” however, that if MutualFirst seeks relief against MFB under Section 9.7(a), then MFB shall mean any transaction contemplated by an have no obligation to MutualFirst under this Section 9.6(d) and the provisions of this Section 9.6(d) shall thereupon terminate. Upon payment of the Termination Fee to MutualFirst, MFB shall have no further liability to MutualFirst or Acquisition ProposalCorp. under this Agreement or otherwise related to the Transactions.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by FBMS while structuring and pursuing the Merger, SSNF shall pay to FBMS a termination fee equal to $1,200,000 ("Termination Fee"), by wire transfer of immediately available funds to an account specified by FBMS in the event of any of the following: (i) Company in the event FBMS terminates this Agreement pursuant to Section 7.01(g), SSNF shall promptlypay FBMS the Termination Fee within one (1) Business Day after receipt of FBMS's notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, but in no event later than two Business Days an Acquisition Proposal shall have been made known to senior management of SSNF or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to SSNF and (A) thereafter this Agreement is terminated (x) by either FBMS or SSNF pursuant to Section 7.01(c) because the Requisite SSNF Shareholder Approval shall not have been obtained or (y) by FBMS pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, SSNF enters into any agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then SSNF shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (FBMS the “Termination Fee”, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Proposal to "20%" shall instead refer to "50%." (b) SSNF and FBMS each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, FBMS would not enter into this Agreement; accordingly, if SSNF fails promptly to pay any amounts due under this Section 7.02, SSNF shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of FBMS (including reasonable legal fees and expenses) in connection with such suit. (c) Notwithstanding anything to the event contrary set forth in this Agreement is terminated pursuant Agreement, the Parties agree that if SSNF pays or causes to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company shall pay be paid to Acquiror FBMS the Termination Fee in the event accordance with Section 7.02(a), SSNF (or any successor in interest of SSNF) will not have any further obligations or liabilities to FBMS with respect to this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of transactions contemplated by this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by BFC while structuring and pursuing the Merger, HTB shall pay to BFC a termination fee equal to $6,200,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by BFC in the event of any of the following: (i) Company in the event BFC terminates this Agreement pursuant to Section 7.01(g), HTB shall promptlypay BFC the Termination Fee within one (1) Business Day after receipt of BFC’s notification of such termination; (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, but in no event later than two Business Days an Acquisition Proposal shall have been made known to senior management of HTB or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to HTB and (A) thereafter this Agreement is terminated (x) by either BFC or HTB pursuant to Section 7.01(c) because the Requisite HTB Shareholder Approval shall not have been obtained or (y) by BFC pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, HTB enters into any agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then HTB shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (BFC the “Termination Fee”, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%,” and (iii) in the event HTB terminates this Agreement is terminated pursuant to Section 8.1(g7.01(h), HTB shall pay BFC the Termination Fee within one (1) Business Day after HTB’s notification of such termination. (b) HTB and BFC each agree that the agreements contained in this Section 8.1(h7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, BFC would not enter into this Agreement; accordingly, if HTB fails promptly to pay any amounts due under this Section 7.02, HTB shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) two hundred (200) basis points, together with the costs and expenses of BFC (including reasonable legal fees and expenses) in connection with such suit. (c) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if HTB pays or Section 8.1(i). Company shall pay causes to Acquiror be paid to BFC the Termination Fee in the event accordance with Section 7.02(a), HTB (or any successor in interest of HTB) will not have any further obligations or liabilities to BFC with respect to this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of transactions contemplated by this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. (i) Company MFB shall promptlypay MutualFirst the cash amount of $1.7 million, but in no event later than two Business Days after as an agreed upon liquidated damages and not as a penalty and as the date sole and exclusive remedy of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash MutualFirst and Acquisition Corp. against MFB (the “Termination Fee”), payable within two (2) business days after written demand (or as otherwise provided below) in immediately available funds, upon the event occurrence of any of the following: (a) a termination of this Agreement is terminated by MutualFirst pursuant to Section 8.1(g9.1(g); (b) a termination of this Agreement by MFB pursuant to Section 9.1(h), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror in which case the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following be paid concurrently with the termination of this Agreement, any Company Acquisition ; (as defined belowc) is consummated, or (B) Company enters the entering into a letter definitive agreement by MFB or MFB Financial relating to a change in control of intent MFB, MFB Financial or similar document substantially all of the assets of either of them (by merger, consolidation, stock purchase, bulk sale of assets or any Contract providing for any Company Acquisition otherwise) within twelve one (121) months following year after the termination of this Agreement by MutualFirst pursuant to Section 9.1(b); provided, however, that if MutualFirst seeks relief against MFB under Section 9.7(a), then MFB shall have no obligation to MutualFirst under this Section 9.6(c) and any Company Acquisition is later consummated, in which case such amount the provisions of this Section 9.6(c) shall be paid promptly, but in no event later than two thereupon terminate; or (2d) business days, after the consummation of such Company Acquisition. For purposes a transaction involving a change in control of MFB, MFB Financial or substantially all of the assets of either of them (by merger, consolidation, tender offer, stock purchase, bulk sale of assets or otherwise) within one year after the termination of this AgreementAgreement by MutualFirst pursuant to Section 9.1(b); provided, “Company Acquisition” however, that if MutualFirst seeks relief against MFB under Section 9.7(a), then MFB shall mean any transaction contemplated by an have no obligation to MutualFirst under this Section 9.6(d) and the provisions of this Section 9.6(d) shall thereupon terminate. Upon payment of the Termination Fee to MutualFirst, MFB shall have no further liability to MutualFirst or Acquisition ProposalCorp. under this Agreement or otherwise related to the Transactions.

Termination Fee. (a) In the event that: (i) (A) a Takeover Proposal shall have been publicly made known to the Company or shall have been made directly to the Company’s stockholders generally or any Person shall have publicly announced an intention to make a Takeover Proposal (whether or not conditional) and such Takeover Proposal shall not have been publicly withdrawn (or if withdrawn, such withdrawal occurred less than five (5) Business Days prior to the Expiration Time), (B) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii), and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within twelve (12) months of the date this Agreement is terminated; provided that for purposes of this Section 7.3(a)(i), a “Takeover Proposal” shall not include the issuance by the Company (whether in a single transaction or in a series of related transactions) of fifteen percent (15%) or more (but less than fifty percent (50%)) of any class of equity securities of the Company for cash in a bona fide financing transaction, the purpose of which is capital raising and does not include, directly or indirectly, a related commercial arrangement; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(i); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii); then in any such event under clause (i), (ii) or (iii) of this Section 7.3(a), the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal Parent a termination fee of $1,250,000 2,100,000 in cash (the “Termination Fee”). (i) in the event this Agreement is terminated Any payment required to be made pursuant to Section 8.1(g), Section 8.1(h)7.3(a)(i) shall be made to Parent promptly following the earlier of the execution of a definitive agreement with respect to, or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b)consummation of, Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition any transaction contemplated by a Takeover Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, in any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event not later than two (2) business days, Business Days after delivery to the consummation Company of such Company Acquisition. For purposes notice of demand for payment); (ii) Any payment required to be made pursuant to Section 7.3(a)(ii) shall be made to Parent promptly following termination of this Agreement, “Agreement by Parent pursuant to Section 7.1(d)(i) (and in any event not later than two (2) Business Days after delivery to the Company Acquisition” of notice of demand for payment); and (iii) Any payment required to be made pursuant to Section 7.3(a)(iii) shall mean any transaction contemplated be made to Parent prior to or simultaneously with (and as a condition to the effectiveness of) termination of this Agreement by the Company pursuant to Section 7.1(c)(ii). It being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. All such payments shall be made by wire transfer of immediately available funds to an Acquisition Proposalaccount to be designated by Parent.

Termination Fee. (a) In the event that: (i) this Agreement is terminated by ▇▇▇▇▇▇▇▇ pursuant to Section 8.01(h); (ii) this Agreement is terminated by the Company pursuant to Section 8.01(i); (iii) this Agreement is terminated pursuant to Section 8.01(b) or Section 8.01(f) and (A) a Company Acquisition Proposal shall have been received by the Company or its Representatives or any Person shall have publicly proposed or publicly announced an intention (whether or not conditional) to make a Company Acquisition Proposal prior to the termination of this Agreement, (B) within 6 months after the date of such termination, the Company enters into a definitive agreement in respect of any Company Acquisition Proposal, and (C) within 12 months after the date of such termination, the Company consummates any Company Acquisition Proposal (provided that for purposes of clauses (B) and (C), each reference to “20%” in the definition of Company Acquisition Proposal shall be deemed to be references to “50%”); then, in the case of each of (i), (ii) and (iii), the Company shall promptlypay, but or cause to be paid, to ▇▇▇▇▇▇▇▇ the Company Termination Fee. (b) Any payment required to be made under this Section 8.03 shall be made by wire transfer of same-day funds to the account or accounts designated by ▇▇▇▇▇▇▇▇, (i) in no event later than the case of Section 8.03(a)(i), within two (2) Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”ii) in the case of Section 8.03(a)(ii), immediately prior to or substantially concurrently with such termination, and (iii) in the case of Section 8.03(a)(iii), immediately prior to or substantially concurrently with the consummation of the Company Acquisition Proposal described in Section 8.03(a)(iii)(C). Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that in no event shall the Company be required to pay the Company Termination Fee on more than one (1) occasion. (c) Notwithstanding anything to the contrary set forth in this Agreement is terminated Agreement, except in the case of fraud, if ▇▇▇▇▇▇▇▇ receives payment from the Company of the Company Termination Fee pursuant to Section 8.1(g8.03(a), such payment shall constitute the sole and exclusive remedy of ▇▇▇▇▇▇▇▇, Parentco, Merger Sub I and Merger Sub II against the Company and the Company Subsidiaries and any of their respective former, current or future general or limited partners, shareholders, Representatives or assignees (together with the Company, collectively, the “Company Related Parties”) for all losses and damages suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, and none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions. (d) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.1(h)8.03 are an integral part of the Transactions, or Section 8.1(i). (ii) without these agreements, the parties would not enter into this Agreement and (iii) the Company shall pay to Acquiror the Termination Fee does not constitute a penalty, but rather is liquidated damages in a reasonable amount that will compensate ▇▇▇▇▇▇▇▇ for the event efforts and resources expended and opportunities foregone while negotiating this Agreement is terminated pursuant and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (orcalculate with precision. Accordingly, if the Company Meeting fails to timely pay the Company Termination Fee pursuant to this Section 8.03 and, in order to obtain such payment, ▇▇▇▇▇▇▇▇ commences an Action that results in a judgment against the Company for the payment of the Company Termination Fee set forth in this Section 8.03, the Company shall not have been convened, prior to termination of this Agreementpay ▇▇▇▇▇▇▇▇ its costs and expenses in connection with such an Action (including reasonable attorneys’ fees), together with interest on such amount at an Acquisition Proposal shall have been publicly announced by any person, shall have been annual rate equal to the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made to Company’s stockholders by any personthrough the date such payment was actually received, or shall have been made to Company such lesser rate as is the maximum permitted by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposalapplicable Law.

Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by CBAN while structuring and pursuing the Merger, SCSG shall pay to CBAN a termination fee equal to $3,200,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CBAN in the event of any of the following: (i) Company in the event CBAN terminates this Agreement pursuant to Section 7.01(g), SCSG shall promptlypay CBAN the Termination Fee within one (1) Business Day after receipt of CBAN’s notification of such termination; (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, but in no event later than two Business Days an Acquisition Proposal shall have been made known to senior management of SCSG or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to SCSG and (A) thereafter this Agreement is terminated (x) by either CBAN or SCSG pursuant to Section 7.01(c) because the Requisite SCSG Shareholder Approval shall not have been obtained or (y) by CBAN pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, SCSG enters into any agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then SCSG shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (CBAN the “Termination Fee”, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%,” and (iii) in the event SCSG terminates this Agreement is terminated pursuant to Section 8.1(g7.01(h), SCSG shall pay CBAN the Termination Fee within one (1) Business Day after SCSG’s notification of such termination. 134. SCSG and CBAN each agree that the agreements contained in this Section 8.1(h7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CBAN would not enter into this Agreement; accordingly, if SCSG fails promptly to pay any amounts due under this Section 7.02, SCSG shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CBAN (including reasonable legal fees and expenses) in connection with such suit. 135. Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if SCSG pays or Section 8.1(i). Company shall pay causes to Acquiror be paid to CBAN the Termination Fee in the event accordance with Section 7.02(a), SCSG (or any successor in interest of SCSG) will not have any further obligations or liabilities to CBAN with respect to this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of transactions contemplated by this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. Section 7.2.5.1 In addition to any payment required by the foregoing provisions of this Section 7.2, (i) Company shall promptly, but in no event later than two Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”A) in the event that this Agreement is terminated pursuant to Section 8.1(g)7.1.5 hereof, Section 8.1(h), or Section 8.1(i). Company then Aviza shall pay to Acquiror the Termination Fee Trikon, within two (2) Business Days thereafter, a termination fee of $1,500,000 and (B) in the event that this Agreement is terminated pursuant to Section 8.1(b)7.1.4 hereof, Section 8.1(d), or Section 8.1(f), if following the date hereof and an Acquisition Proposal has been publicly announced and not expressly and publicly withdrawn prior to the Company Meeting Outside Date, then Aviza shall pay Trikon, no later than two (or2) days after the earlier to occur of (x) the date of entrance by Aviza or any Aviza Subsidiary into an agreement concerning a transaction that constitutes an Acquisition Proposal, if provided that such agreement is entered into within twelve (12) months of the Company Meeting shall not have been convened, prior to termination of this Agreement or (y) the date any person or group of related persons (other than Trikon) purchases 37.5% or more of the voting securities of Aviza by way of a tender or exchange offer (provided that any such tender or exchange offer for Aviza’s voting securities is first publicly announced within twelve (12) months of such termination of this Agreement), a termination fee of $1,500,000; provided, however, that notwithstanding anything to the contrary in this Agreement, in no event shall Aviza be required to pay Trikon more than an aggregate of $2,000,000 pursuant to Section 7.2.2 and this Section 7.2.5.1. Section 7.2.5.2 In addition to any payment required by the foregoing provisions of this Section 7.2, (A) in the event that this Agreement is terminated pursuant to Section 7.1.7 or Section 7.1.8 hereof, then Trikon shall pay to Aviza immediately prior to such termination, in the case of a termination by Trikon, or within two (2) Business Days thereafter, in the case of a termination by Aviza, a termination fee of $1,500,000 and (B) in the event that this Agreement is terminated pursuant to Section 7.1.6 hereof, and an Acquisition Proposal shall have has been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (not expressly and publicly withdrawn prior to the Company Trikon Stockholders’ Meeting, then Trikon shall pay Aviza, no later than two (2) publicly announced days after the earlier to occur of (x) the date of entrance by Trikon or otherwise publicly disclosedany Trikon Subsidiary into an agreement concerning a transaction that constitutes an Acquisition Proposal, and either (A) provided that such agreement is entered into within twelve (12) months following of the termination of this Agreement, any Company Acquisition (as defined below) is consummated, Agreement or (By) Company enters into the date any person or group of related persons (other than Aviza) purchases 37.5% or more of the voting securities of Trikon by way of a letter of intent tender or similar document exchange offer (provided that any such tender or any Contract providing exchange offer for any Company Acquisition Trikon’s voting securities is first publicly announced within twelve (12) months following the of such termination of this Agreement and any Company Acquisition is later consummatedAgreement), a termination fee of $1,500,000; provided, however, that notwithstanding anything to the contrary in which case such amount shall be paid promptlythis Agreement, but in no event later shall Trikon be required to pay Aviza more than two (2) business days, after the consummation an aggregate of such Company Acquisition. For purposes of $2,000,000 pursuant to Section 7.2.3 and this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition ProposalSection 7.2.5.2.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by FBMS while structuring and pursuing the Merger, FPB shall pay to FBMS a termination fee equal to $3,600,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by FBMS in the event of any of the following: (i) Company in the event FBMS terminates this Agreement pursuant to Section 7.01(g), FPB shall promptlypay FBMS the Termination Fee within one (1) Business Day after receipt of FBMS’s notification of such termination; (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, but in no event later than two Business Days an Acquisition Proposal shall have been made known to senior management of FPB or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to FPB and (A) thereafter this Agreement is terminated (x) by either FBMS or FPB pursuant to Section 7.01(c) because the Requisite FPB Shareholder Approval shall not have been obtained or (y) by FBMS pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, FPB enters into any agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then FPB shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (FBMS the “Termination Fee”, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%,” and (iii) in the event FPB terminates this Agreement is terminated pursuant to Section 8.1(g7.01(h), FPB shall pay FBMS the Termination Fee within one (1) Business Day after FPB’s notification of such termination. (b) FPB and FBMS each agree that the agreements contained in this Section 8.1(h7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, FBMS would not enter into this Agreement; accordingly, if FPB fails promptly to pay any amounts due under this Section 7.02, FPB shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of FBMS (including reasonable legal fees and expenses) in connection with such suit. (c) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if FPB pays or Section 8.1(i). Company shall pay causes to Acquiror be paid to FBMS the Termination Fee in the event accordance with Section 7.02(a), FPB (or any successor in interest of FPB) will not have any further obligations or liabilities to FBMS with respect to this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of transactions contemplated by this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by FBMS while structuring and pursuing the Merger, FFB shall pay to FBMS a termination fee equal to $3,392,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by FBMS in the event of any of the following: (i) Company in the event FBMS terminates this Agreement pursuant to Section 7.01(g), FFB shall promptly, but in no event later than pay FBMS the Termination Fee within two (2) Business Days after receipt of FBMS’s notification of such termination; (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of FFB or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to FFB and (A) thereafter this Agreement is terminated (x) by either FBMS or FFB pursuant to Section 7.01(c) because the Requisite FFB Shareholder Approval shall not have been obtained or (y) by FBMS pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, FFB enters into any agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then FFB shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (FBMS the “Termination Fee”, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%,” and (iii) in the event FFB terminates this Agreement is terminated pursuant to Section 8.1(g7.01(h), FFB shall pay FBMS the Termination Fee within one (1) Business Day after FFB’s notification of such termination. (b) FFB and FBMS each agree that the agreements contained in this Section 8.1(h7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, FBMS would not enter into this Agreement; accordingly, if FFB fails promptly to pay any amounts due under this Section 7.02, FFB shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due plus (ii) 200 basis points, together with the costs and expenses of FBMS (including reasonable legal fees and expenses) in connection with such suit. (c) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if FFB pays or Section 8.1(i). Company shall pay causes to Acquiror be paid to FBMS the Termination Fee in the event accordance with Section 7.02(a), FFB (or any successor in interest of FFB) will not have any further obligations or liabilities to FBMS with respect to this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of transactions contemplated by this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. (i) Company Notwithstanding anything to the contrary in this Agreement, if (A)(1) all conditions set forth in Article VII shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing excepting any of such conditions which have become impossible to be satisfied and other than any condition that was not satisfied as a result of the breach of, or default under, this Agreement by Buyer) and (2) Buyer shall have failed to consummate the transactions contemplated by this Agreement by not later than the Drop Dead Date (other than as a result of the Seller’s refusal to proceed with the Closing), or (B) this Agreement is terminated by the Shareholder Representative pursuant to Section 9.01(c)(i), then in either such case, promptly, but and in no event later than two any event, within ten (10) Business Days after of the date of such termination, Buyer shall pay to Acquiror in immediately available funds an amount equal the Company $1,250,000 in cash 50,000,000 (the “Termination Fee”, as may be increased and/or credited pursuant to Section 9.03(c)). (ii) Notwithstanding anything to the contrary in this Agreement and subject to the terms and conditions set forth in this Article IX, if (1) a request for additional information or documentary material pursuant to 15 U.S.C. Sec. 18a(c)(1)(A) is received, i.e. a second request, then Buyer shall pay to the Company $20,000,000 and (2) in addition to the event foregoing, unless the transactions contemplated by this Agreement have been consummated prior to each such subsequent date, then (w) on the date that is 180 days after the day that the initial filings of Buyer and Seller pursuant to the HSR Act have been made, Buyer shall pay to the Company an additional $15,000,000, and (x) on the Drop Dead Date, Buyer shall pay to the Company an additional $15,000,000, and (y) if the Buyer extends the Drop Dead Date for an initial period of 30 days (the “Drop Dead Date Extension”), then Buyer shall pay to the Company an additional $10,000,000, and (z) if the Buyer extends the Drop Dead Date following the expiration of the Drop Dead Date Extension, then Buyer shall pay to the Company an additional $10,000,000 (such initial $20,000,000 payment and subsequent payments described in subclauses (w), (x), (y) and (z) above, each, an “Advancement” and collectively, the “Advancements”), in each case promptly, and in any event, within ten (10) Business Days of the date of such milestone, if any, by wire transfer of same day funds as directed in writing by the Company; provided, however, that if this Agreement is terminated by (1) Buyer pursuant to Section 8.1(g9.01(b)(i) or (2) by either party pursuant to Section 9.01(d)(i), then in each case promptly, and in any event, within ten (10) Business Days of the date of such termination, the Company shall return any Advancements paid pursuant to this Section 8.1(h9.03(a)(ii) by wire transfer of same day funds as directed in writing by the Buyer. (iii) For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, if a complaint is filed seeking a Governmental Order to bar the Closing or seek any other remedy pursuant to the HSR Act, and if Buyer and the Shareholder Representative mutually agree to defend against such complaint, then no Termination Fee and no Advancement, to the extent not already paid, shall be payable until and unless such a Governmental Order is issued or entered in final and non-appealable form, and no such defense may be undertaken without such agreement to defend between Buyer and the Shareholder Representative, provided that such agreement shall not be unreasonably withheld by either party. (b) The parties acknowledge that the agreements contained in Section 9.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement; accordingly, if Buyer fails to pay the Termination Fee or any Advancements in accordance with Section 9.03(a), or Section 8.1(i). Company (i) Buyer shall pay to Acquiror the Company interest on the unpaid amount from such tenth Business Day after such termination at a rate equal to the prime rate, as published by the Wall Street Journal, Eastern edition, plus two percent (2%), compounding monthly, until all amounts owing by Buyer under this Section 9.03 have been paid in full and (ii) if in order to obtain such payment, the Company commences a suit that results in a final judgment against Buyer for the amount set forth in Section 9.03 or any portion thereof, Buyer shall pay to the Company its costs and expenses (including reasonable attorneys’ fees) in connection with such suit. (c) Notwithstanding anything to the contrary in this Agreement, the parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing in any of the circumstances in which the Termination Fee is payable under this Agreement (it being understood that, any Advancements paid pursuant to this Section 9.03 shall be included in the event this Agreement definition of Termination Fee and credited against the Termination Fee if such Termination Fee is terminated required to be paid pursuant to Section 8.1(b9.03(a)(i)), (i) the payment of the Termination Fee pursuant to Section 8.1(d), or Section 8.1(f), if following 9.03 shall constitute a reasonable estimate of the date hereof and prior to monetary damages that will be suffered by the Company Meeting (or, if the Company Meeting shall not have been convened, prior to by reason of breach or termination of this AgreementAgreement in such circumstances, and (ii) any reimbursement and expense obligations of Buyer pursuant to Section 9.03, shall be in full and complete satisfaction of any and all monetary damages of the Company arising out of or related to this Agreement and the transactions contemplated hereby and thereby (including any breach by Buyer), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement, and any claims or actions under applicable Law arising out of any such breach, termination or failure. Seller, Shareholders, and the Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the expressly acknowledge and agree that upon termination of this Agreement and any Company Acquisition is later consummated, under such circumstances in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of Termination Fee is payable under this Agreement, “upon payment and receipt of the Termination Fee, none of Seller, Shareholders, or the Company Acquisition” shall mean have any transaction contemplated by an Acquisition Proposalother rights and remedies available to them, in Law or equity, other than pursuant to this Section 9.03; provided, that the Shareholder Representative, Seller, Shareholders, and the Company shall have the right to seek injunctive relief or specific performance to enforce this Article IX.

Termination Fee. (a) If this Agreement is terminated by (i) Purchaser pursuant to Section 9.01(g), (ii) the Company pursuant to Section 9.01(f) or (iii) Purchaser or the Company pursuant to Section 9.01(c) or Section 9.01(e) in either case at any time at which Purchaser was entitled to terminate this Agreement pursuant to Section 9.01(g), then the Company shall pay to Purchaser in immediately available funds $4,500,000 (the “Termination Fee”), in the case of a termination by Purchaser, within two Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination. (b) Except if the Termination Fee is paid as provided in Section 9.03(a), if this Agreement is terminated by (i) Purchaser pursuant to Section 9.01(d), (ii) Purchaser or the Company pursuant to Section 9.01(e) or (iii) Purchaser or the Company pursuant to Section 9.01(c) at any time at which Purchaser was entitled to terminate this Agreement pursuant to Section 9.01(d) or Section 9.01(e), then the Company shall promptly, but and in no event later than two Business Days days after the date being notified of such terminationamounts by Purchaser, pay to Acquiror Purchaser in immediately available funds an amount equal to all of the documented out-of-pocket expenses incurred by Purchaser or any of its Affiliates in connection with this Agreement and the transactions contemplated by this Agreement up to a maximum amount of $1,250,000 1,000,000. (c) Except if the Termination Fee is paid as provided in cash Section 9.03(a), if (the “Termination Fee”i) in the event this Agreement is terminated by Purchaser or the Company pursuant to Section 8.1(g), 9.01(c) or Section 8.1(h9.01(e), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated by Purchaser pursuant to Section 8.1(b9.01(d), Section 8.1(d), or Section 8.1(f), if following (ii) after the date hereof of this Agreement and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement)such termination, an Acquisition Proposal shall have been publicly announced, otherwise become public or otherwise communicated to the Company Board or any Person shall have publicly announced by any personan intention (whether or not conditional) to make an Acquisition Proposal and (iii) within 12 months following the date of such termination, the Company shall have entered into a definitive agreement with respect to or recommended to its stockholders an Acquisition Proposal or an Acquisition Proposal shall have been made consummated (provided that for purposes of this Section 9.03(b), each reference to Company’s stockholders by any person“15%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), or shall have been made to Company by any person and subsequently (and prior to then the Company Meetingshall pay to Purchaser in immediately available funds, concurrently with the occurrence of the applicable event described in clause (iii) publicly announced the Termination Fee (less the amount of any expense reimbursement paid by the Company previously to Purchaser pursuant to Section 9.03(b)). (d) The Company acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Purchaser and Merger Sub would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amount due to Purchaser pursuant to this Section 9.03, it shall also pay any costs and expenses incurred by Purchaser or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of Merger Sub in connection with a legal action to enforce this Agreement, together with interest on the amount of any Company Acquisition (as defined below) is consummatedunpaid fee, cost or (B) Company enters into expense at a letter rate per annum equal to the prime rate of intent interest reported from time to time in The Wall Street Journal, calculated on the basis of the actual number of days elapsed over three hundred sixty from the date such fee, cost or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall expense was required to be paid promptly, to (but excluding) the payment date. Notwithstanding anything to the contrary in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “the Parties hereby acknowledge that in the event that the Termination Fee becomes payable and is paid by the Company Acquisition” pursuant to this Section 9.03, the Termination Fee shall mean any transaction contemplated by an Acquisition Proposalbe Purchaser’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement.

Termination Fee. (a) If: (i) Company shall promptlyParent or the Company, but in no event later than two Business Days after as the date of such terminationcase may be, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event terminates this Agreement is terminated pursuant to Section 8.1(gSections 7.1(b)(i), Section 8.1(h7.1(c), 7.1(d), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee 7.1(h) and (ii) in the event this Agreement is terminated case of a termination pursuant to Section 8.1(b), Section 8.1(d), Sections 7.1(b)(i) or Section 8.1(f), if following the date hereof and prior 7.1(h) an Alternative Proposal with respect to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to such termination and any merger or extraordinary transaction is, entered into or consummated by the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following such termination, then, in any such case, the termination Company shall pay to Parent (i) a fee (“Termination Fee”), in cash, equal to $60 million and (ii) all costs and expenses incurred or payable by or on behalf of Parent or Merger Sub in connection with or in anticipation of the transactions contemplated by this Agreement, any including, without limitation, all attorneys’ fees, accountants’ fees, financial advisors’ fees, internal time charges for Parent employees (based on customary charges in the industry) consultant fees, commitment fees and filing fees, not to exceed $10 million in the aggregate (the “Expense Payment”); provided, however, that the Company Acquisition in no event shall be obligated to pay more than once such Termination Fee with respect to all such agreements and occurrences and such termination. (as defined belowb) is consummatedAny payments required to be made pursuant to this Section 7.3 shall be made to Parent, or by wire transfer of immediately available same day funds to an account designated by Parent, within two (B2) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following business days after the termination of this Agreement and any Company Acquisition pursuant to Section 7.1(c) or (d) or, if this Agreement is later consummatedterminated pursuant to Sections 7.1(b)(i) or 7.1(h), in which case such amount shall be paid promptly, but in no event later than two (2) business days, days after the earlier of the entering into or the consummation of any merger or extraordinary transaction. The Company acknowledges that the covenants contained in Section 7.3(a) are an integral part of the transactions contemplated in this Agreement and that without such Company Acquisition. For purposes of covenants Parent would not enter into this Agreement. Accordingly, “in the event the Company Acquisition” shall mean fails to pay to Parent the Termination Fee and Expense Payment, promptly when due, the Company shall, in addition thereto, pay to Parent all costs and expenses, including attorneys’ fees and disbursements, incurred in collecting such Termination Fee and Expense Payment together with interest on the amount of the Termination Fee and Expense Payment or any transaction contemplated unpaid portion thereof, from the date such payment was due until the date such payment is received by an Acquisition ProposalParent, accrued at the fluctuating prime rate (as quoted in The Wall Street Journal) as in effect from time to time during the period.

Termination Fee. (ia) Company Except as otherwise provided below in this Section 7.05, all fees and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall promptly, but in no event later than two Business Days after be paid by the date of party incurring such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash expenses whether or not the Merger is consummated. (the “Termination Fee”b) in the event If this Agreement is terminated pursuant to Section 8.1(g5.01(e) or 5.01(f)(i) hereof, then the Company shall, prior to or simultaneously with such termination, pay Buyer a fee in immediately available funds of $1,000,000 (a "Termination Fee"), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event . (c) If (i) this Agreement is terminated by the Company or Buyer pursuant to Section 8.1(b5.01(b) hereof or Section 5.01(c)(ii) hereof or by Buyer pursuant to Section 5.01(c)(i) hereof (provided in the case of a termination pursuant to Section 5.01(c)(i) that such termination is as a result of a material breach by the Company of any representations, warranties or covenants contained in this Agreement or the failure of the condition set forth in Section 3.01(f) of this Agreement to be satisfied), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), ii) an Acquisition Proposal shall have has been made or publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to such termination and (iii) within nine months after such termination the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination any of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company its subsidiaries enters into a letter of intent definitive agreement for, or similar document consummates an Acquisition Proposal (whether or not involving such person or group), then the Company shall on the next business day following the Company or any Contract providing of its subsidiaries entering into such definitive agreement for any Company or consummating (as the case may be) such Acquisition within twelve (12) months following Proposal, pay to Buyer the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in Termination Fee. In no event later shall more than two (2) business days, after the consummation of such Company Acquisition. For purposes of one Termination Fee be payable under this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition ProposalSection 7.05.

Termination Fee. (a) Notwithstanding any provision in this Agreement to the contrary, if (i) (A) prior to the termination of this Agreement, any Alternative Proposal (substituting 20% for the 15% thresholds set forth in the definition of “Alternative Proposal;” provided, that any proposals for the acquisition of any of the Proposed Divestitures shall not be included in the calculation of such 20% threshold with respect to assets of the Company and its Subsidiaries) is publicly proposed or publicly disclosed prior to, and not withdrawn at the time of, the Company Meeting, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) and (C) concurrently with or within nine (9) months after such termination, a transaction the proposal of which would constitute an Alternative Proposal (substituting 50% for the 15% thresholds set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) shall have occurred or any definitive agreement providing for a Qualifying Transaction shall have been entered into or (ii) this Agreement is terminated by the Company pursuant to Section 7.1(g) or by Parent pursuant to Section 7.1(h), then in any such event the Company shall promptlypay to Parent a fee of $171,900,000 in cash, but such payment to be made, in no event later than the case of termination by the Company pursuant to Section 7.1(g), concurrently with such termination, or in the case of termination by Parent pursuant to Section 7.1(h), two Business Days (2) business days after the date of such termination, or, otherwise, upon the earlier of (i) consummation of such Qualifying Transaction and (ii) entry into a definitive agreement providing for a Qualifying Transaction, it being understood that in no event shall the Company be required to pay the fee referred to Acquiror in immediately available funds this Section 7.2(a) on more than one occasion. (b) The Company acknowledges that the agreements contained in this Section 7.2 are an amount equal $1,250,000 integral part of the transactions contemplated by this Agreement, and that without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in cash (a timely manner the “Termination Fee”) in the event this Agreement is terminated amounts due pursuant to this Section 8.1(g)7.2, Section 8.1(h)and, or Section 8.1(i). in order to obtain such payment, Parent makes a claim that results in a judgment against the Company, the Company shall pay to Acquiror Parent Parent’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the Termination Fee amounts set forth in this Section 7.2 at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.2 shall not be in lieu of damages incurred in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of an intentional breach of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. (a) The Company shall pay to Parent a nonrefundable fee of $68,250,000 in the event that: (i) Company (A)(1) a bona fide Acquisition Proposal shall promptly, but in no event later than two Business Days have been publicly made or proposed after the date of such terminationthis Agreement and not withdrawn at least three (3) business days prior to the Company Stockholders Meeting in the case of a termination pursuant to Section 7.01(b)(iii) or (2) a bona fide Acquisition Proposal shall have been publicly made or proposed or otherwise made to the Company or the Company Board after the date of this Agreement and not withdrawn at least three (3) business days prior to the termination date in the case of a termination pursuant to Section 7.01(b)(i) or Section 7.01(c) (i) (B) following the occurrence of an event described in the preceding clause (A), pay this Agreement is terminated by the Company or Parent pursuant to Acquiror Section 7.01(b)(i) (at a time when the conditions set forth in immediately available funds an amount equal $1,250,000 Section 6.01(b) have been satisfied but the Company Stockholder Approval has not been obtained) or Section 7.01(b)(iii) or by Parent pursuant to Section 7.01(c)(i) and (C) within twelve (12) months of the date this Agreement is terminated, the Company consummates any Acquisition Proposal or enters into a definitive agreement with respect to any Acquisition Proposal that is thereafter consummated; provided that for purposes of clause (C) of this Section 7.03(a)(i), the references to “15%” in cash the definition of Acquisition Proposal shall be deemed to be references to “50%”; (ii) this Agreement is terminated by the “Termination Fee”Company pursuant to Section 7.01(d)(ii); or (iii) this Agreement is terminated by Parent pursuant to Section 7.01(c)(ii); provided, that in the event this Agreement is terminated by either Parent under Section 7.01(c)(ii)(A) following an Adverse Recommendation Change in response to a Superior Proposal or the Company under Section 7.01(d)(ii), in either case, prior to the end of the Go-Shop Period or in connection with entering into a Company Acquisition Agreement with an Excluded Party, the nonrefundable fee payable by the Company pursuant to this Section 8.1(g), Section 8.1(h), or Section 8.1(i)7.03(a) shall instead be an amount equal to $42,000,000. The Company shall pay any fee due under this Section 7.03(a) (the “Company Termination Fee”) to Acquiror the Termination Fee Parent or its designee by wire transfer of same-day funds (x) in the event this Agreement is terminated pursuant to case of Section 8.1(b7.03(a)(iii), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business daysdays after such termination, (y) in the case of Section 7.03(a)(ii), prior to or simultaneously with such termination or (z) in the case of Section 7.03(a)(i), two (2) business days after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal; it being understood that in no event shall the Company be required to pay the Company Termination Fee more than once. (b) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 7.01(b)(iii), then the Company shall pay to Parent Parent’s Expenses by wire transfer of same-day funds within two (2) business days after such termination, it being understood that in no event shall the payment for Expenses under this Section 7.03(b) exceed $7,000,000 (the “Expense Cap Amount”); provided that in the event that the Company Termination Fee shall become payable pursuant to Section 7.03(a), any amount previously paid by the Company pursuant to this Section 7.03(b) shall be credited against the amount of the Company Termination Fee due pursuant to Section 7.03(a).

Termination Fee. (a) In the event that: (i) Company (A) a bona fide proposal or offer with respect to a Competing Transaction shall promptlyhave been made, but in no event later than two Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash proposed or communicated (the “Termination Fee”) in the event this Agreement is terminated pursuant to Section 8.1(gand not withdrawn), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following after the date hereof and prior to the Company Shareholders Meeting (or, if the Company Meeting shall not have been convened, or prior to the termination of this AgreementAgreement if there has been no Shareholders Meeting), (B) following the occurrence of an Acquisition Proposal shall have been publicly announced event described in the preceding clause (A), this Agreement is terminated by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meetingor Parent pursuant to Section 8.02(a) publicly announced or otherwise publicly disclosedSection 8.02(c), and either (AC) within twelve (12) months following after the termination of this Agreement, the Company or any of its Subsidiaries consummates, or enters into a definitive agreement in connection with, any Competing Transaction by a Third Party (in each case whether or not the Competing Transaction was the same Competing Transaction referred to in clause (A)) (provided, that for purposes of this Section 8.06(a), all references to “15%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 8.04; or (iii) this Agreement is terminated by the Company Acquisition pursuant to Section 8.03(c) or Section 8.03(d), then the Company shall pay, or cause to be paid, to Parent or its designees an amount in cash equal to US$1.5 million (the “Company Termination Fee”) by wire transfer of same day funds as defined belowpromptly as possible (but in any event (x) is consummatedwithin five (5) Business Days after such termination in the case of a termination referred to in clause (ii) above, (y) prior to or concurrently with the entry by the Company into the definitive agreement in connection with a Competing Transaction in the case of a termination referred to in clause (i) above, or (Bz) Company enters into a letter of intent prior to or similar document or any Contract providing for any Company Acquisition within twelve (12) months following concurrently with the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but of a termination pursuant to clause (iii) above); it being agreed that in no event later shall the Company be required to pay the Company Termination Fee more than once. (b) Parent will pay, or cause to be paid, to the Company an amount in cash equal to US$3 million (the “Parent Termination Fee”) if this Agreement is terminated by the Company pursuant to Section 8.03(a) or Section 8.03(b), such payment to be made as promptly as possible (but in any event within two (2) business daysBusiness Days after such termination by wire transfer of same day funds); it being agreed that in no event shall Parent be required to pay the Parent Termination Fee more than once. (c) Except as otherwise specified in Section 6.07(e) and Section 8.06(d), after all expenses incurred in connection with this Agreement and the consummation of Transactions shall be paid by the party incurring such expenses, whether or not the Merger or any other Transaction is consummated. (d) In the event that the Company Acquisition. For purposes fails to pay the Company Termination Fee, or Parent fails to pay the Parent Termination Fee, when due and in accordance with the requirements of this Agreement, the Company or Parent, as the case may be, shall reimburse the other party for reasonable costs and expenses actually incurred or accrued by the other party (including fees and expenses of counsel) in connection with the collection under and enforcement of this Section 8.06, together with interest on such unpaid Company Termination Fee or Parent Termination Fee, as the case may be, commencing on the date that the Company Termination Fee or Parent Termination Fee, as the case may be, became due, at the prime rate as published in The Wall Street Journal Table of Money Rates on such date plus 1.50% or a lesser rate that is the maximum permitted by applicable Law. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder. (e) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 8.06 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 8.06(a) or Section 8.06(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 8.06, the parties hereto would not have entered into this Agreement. (i) Subject to Section 9.08, in the event that the Company has the right to terminate this Agreement and receive the Parent Termination Fee pursuant to Section 8.06(b) and costs and expenses under Section 6.07(e) and Section 8.06(d), the receipt of the Parent Termination Fee under the Limited Guarantee (subject to its terms, conditions and limitations) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any Group Company and all members of the Company Group against (A) Parent, Merger Sub, Holdco, the Guarantor and the Rollover Shareholders, (B) the former, current and future direct or indirect holders of any equity, general or limited partnership or limited partnership or liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of Parent, Merger Sub, Holdco, any Guarantor or Rollover Shareholder, (C) any Debt Financing Provider or any agent or representative of or to Parent, Merger Sub, Holdco or any Guarantor or Rollover Shareholder, or (D) any former, current or future direct or indirect holders any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of any of the foregoing (clauses (A) through (D) of this (f), collectively, the “Parent Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the Merger or the other Transactions to be consummated. For the avoidance of doubt, neither Parent nor any other member of the Parent Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions (including any Transaction Document) other than the payment of the Parent Termination Fee pursuant to Section 8.06(b) and the costs and expenses pursuant to Section 6.07(e), Section 8.06(d), and in no event shall any Group Company, the direct or indirect shareholders of the Company or any other Group Company, or any of their respective Affiliates, or directors, officers, employees, members, managers, partners, representatives, advisors or agents of the foregoing (collectively, the “Company Acquisition” Group”), seek, or permit to be sought, on behalf of any member of the Company Group, any monetary damages from any member of the Parent Group in connection with this Agreement or any of the Transactions (including any Transaction Document), other than (without duplication) from Parent or Merger Sub to the extent provided in Section 6.07(e), Section 8.06(b) and Section 8.06(d), or the Guarantor to the extent provided in the Limited Guarantee. (ii) Notwithstanding anything herein to the contrary, the Company, on behalf of itself, and its Subsidiaries, and each of its controlled Affiliates and each of the other parties to this Agreement on behalf of itself, its Subsidiaries, and each of its controlled Affiliates agrees that (A) no Debt Financing Provider shall mean have any transaction liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or losses arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance, breach or termination (provided that nothing in this Section 8.06(f)(ii) shall limit the liability or obligations of any Debt Financing Provider under the Debt Commitment Letter, Alternative Financing Documents (if applicable) or any definitive agreement with respect to the Debt Financing or Alternative Financing (if applicable) to which such Debt Financing Provider is a party owed to the other parties thereto (the “Debt Financing Parties”)); and (B) only the Debt Financing Parties shall be permitted to bring any claim against a Debt Financing Provider for failing to satisfy any obligation of such Debt Financing Provider to fund or provide the Debt Financing or Alternative Financing (if applicable) pursuant to the terms of the Debt Commitment Letter, Alternative Financing Documents (if applicable) or any definitive agreement with respect to the Debt Financing or Alternative Financing (if applicable) to which such Debt Financing Provider is a party or otherwise in relation to the Debt Commitment Letter, Alternative Financing Documents (if applicable) or any definitive agreement with respect to the Debt Financing or Alternative Financing (if applicable) to which such Debt Financing Provider is a party. (iii) Subject to Section 9.08, Parent’s right to terminate this Agreement and receive payment from the Company of the Company Termination Fee pursuant to Section 8.06(a) and expenses under Section 8.06(d) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any member of the Parent Group against any member of the Company Group for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the Merger to be consummated. Neither the Company nor any other member of the Company Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment by the Company of the Company Termination Fee pursuant to Section 8.06(a) and the costs and expenses under Section 8.06(d), and in no event shall any of Parent, Merger Sub or any other member of the Parent Group seek, or permit to be sought, on behalf of any member of the Parent Group, any monetary damages from any member of the Company Group in connection with this Agreement or any of the Transactions, other than (without duplication) from the Company to the extent provided in Section 8.06(a) and Section 8.06(d). While the Parent Group may pursue both (i) a grant of specific performance under Section 9.07 and (ii) seek payment of the Company Termination Fee pursuant to Section 8.06(a) and reimbursement and interest pursuant to Section 8.06(d), under no circumstances shall any Parent Party be permitted or entitled to receive both a grant of specific performance that results in the consummation of the Transactions and payment of the Company Termination Fee and reimbursement and interest in connection with the termination of this Agreement. (iv) Notwithstanding anything to the contrary in this Agreement, the Financing Documents, the Support Agreement and the Limited Guarantee or any other document contemplated by thereby or any document or instrument delivered in connection hereunder or thereunder (collectively, the “Transaction Documents”), but subject to Section 9.08, the maximum aggregate liability, whether in equity or at Law, in Contract, in tort or otherwise, of the Parent Group collectively (including monetary damages for fraud or breach, whether willful, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance) (A) under this Agreement or any other Transaction Document, (B) in connection with the failure of the Merger or the other transactions contemplated hereunder or under the Transaction Documents (including the Financing) to be consummated or (C) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any other Transaction Document, shall not exceed under any circumstances an Acquisition Proposalamount equal to the sum of (i) the Parent Termination Fee, if any, due and owing to the Company pursuant to Section 8.06(b) and (ii) the amounts, if any, due and owing under Section 8.06(d) and Section 6.07(e).

Termination Fee. (a) If this Agreement is terminated pursuant to any of the following provisions, the Company shall pay to Parent a fee equal to $200,000,000 (the “Termination Fee”), which Termination Fee shall be Parent’s sole remedy in respect of termination of this Agreement except in the case of any willful breach of this Agreement by the Company: (i) Sections 8.1(c)(ii) or (iii); (ii) Section 8.1(d)(ii); (iii) Section 8.1(b)(iii), provided that (A) after the date of this Agreement, any Person makes a Takeover Proposal or amends or reasserts a Takeover Proposal made prior to the date of this Agreement and such Takeover Proposal becomes publicly known prior to the Company Stockholders Meeting (and such Takeover Proposal shall promptlynot have been withdrawn at the time of the Company Stockholders Meeting), but in no event later than two Business Days and (B) within twelve months after the date of such termination, the Company enters into a definitive agreement to consummate, or consummates, the transactions contemplated by a Takeover Proposal; and provided, further, that, solely for purposes of this Section 8.3(a)(iii), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 6.5(e), except that all references to 15% shall be changed to 40%; or (iv) Section 8.1(c)(i), provided, that such termination is based on a material breach of Section 6.2. (b) If the Company is required to pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Parent a Termination Fee”) in the event this Agreement is terminated pursuant to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the such Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, be payable immediately prior to termination of this AgreementAgreement in the event of termination by the Company, and not later than one Business Day after the receipt by the Company of a notice of termination from Parent in the event of termination by Parent, in each case by wire transfer of immediately available funds to an account designated by Parent (except that, in the case of termination pursuant to Section 8.1(b)(iii), an Acquisition Proposal such payment shall have been publicly announced by any person, shall have been be made on the date of the first to Company’s stockholders by any person, or shall have been made occur of the events referred to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or in clause (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition ProposalSection 8.3(a)(iii)).

Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i), Section 10.01(c)(ii) (but only if the failure to satisfy the condition specified therein results from an intentional breach by the Company of any of its representations and warranties or the intentional failure of the Company to perform a covenant or obligation contained herein) or Section 10.01(c)(iii), then the Company shall promptlypay Parent in immediately available funds, but in no event later than two the Termination Fee, which shall be payable within three Business Days of such termination. (ii) If this Agreement is terminated by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent in immediately available funds the Termination Fee, which shall be payable at the time of such termination. (iii) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 10.01(b)(iii), (B) after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event this Agreement is terminated pursuant to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement)such termination, an Acquisition Proposal shall have been publicly announced by any personor otherwise been communicated to the stockholders of the Company and such Acquisition Proposal is not publicly withdrawn prior the Company Stockholder Meeting, and (C) within nine months following the date of such termination, the Company shall have entered into a definitive agreement with respect to or recommended to its stockholders an Acquisition Proposal or an Acquisition Proposal shall have been made consummated (provided, however, that for purposes of this clause (C), each reference to Company’s stockholders by any person“15%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), or shall have been made to Company by any person and subsequently (and prior to then the Company Meeting) publicly announced or otherwise publicly disclosedshall pay to Parent in immediately available funds, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after concurrently with the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an the applicable Acquisition Proposal, the Termination Fee.

Termination Fee. (iSection 5.7(g) Company of the Agreement is hereby deleted and replaced in its entirety to read as follows: “The Debtors shall promptly, but pay a fee in no event later than two Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal to $1,250,000 in cash 11,000,000 (the “Termination Fee”) (which amount is inclusive of all expenses, except for expenses of $250,000 that were authorized and will be reimbursed pursuant to the Expense Reimbursement Order) to Purchaser in the event that the Debtors (i) accept a Bid, other than that of Purchaser, as the highest and best offer, (ii) sell, transfer, lease or otherwise dispose directly or indirectly, including through an asset sale, stock sale, merger, reorganization or other similar transaction (by any Debtor or otherwise), all or substantially all or a material portion of the Acquired Assets (or agree to do any of the foregoing) in a transaction or series of transactions to a party or parties other than Purchaser within one year from the date hereof, or (iii) choose not to sell, transfer, lease or otherwise dispose of, directly or indirectly, including through an asset sale, stock sale, merger, reorganization or other similar transaction (by any Debtor or otherwise), all or substantially all or a material portion of the Acquired Assets (or agree to do any of the foregoing) to Purchaser whether as a result of the proposal of a stand-alone plan of reorganization or otherwise (either of clause (i), (ii) or (iii), an “Alternative Transaction”); provided however, that in no event shall the Termination Fee be payable to Purchaser (1) if Purchaser terminates this Agreement pursuant to Section 7.1(a)(vi), the proviso to Section 7.l(a)(viii)(3), Section 7.1(a)(ix) or Section 7.1(a)(x); (2) if this Agreement is terminated by the Debtors pursuant to Section 7.l(a)(iii)(A); (3) if this Agreement is terminated pursuant to Section 8.1(g7.1(a)(i), ; (4) if on the last day of the month that all of the conditions set forth in Section 8.1(h), 6.2 of this Agreement (with such date replacing the terms “Closing” and “Closing Date” in Section 6.2 of this Agreement) have been satisfied or Section 8.1(i). Company shall pay waived without the Closing having occurred Purchaser fails to Acquiror consummate the Termination Fee in the event transaction contemplated by this Agreement; or (5) if this Agreement is terminated by Purchaser pursuant to Section 8.1(b)7.1(a)(v)(A) solely because of the filing of a motion to convert the Debtors’ cases under Chapter 7. Moreover, Section 8.1(d)in the event that the Debtors accept a Bid, other than that of Purchaser, as the highest and best offer, but that Alternative Transaction fails to close and Purchaser ultimately acquires all or Section 8.1(f)substantially all of the assets of the Debtors, if following the date hereof and prior Purchaser shall not be entitled to the Company Meeting (orTermination Fee, if the Company Meeting shall not have been convened, prior and any Termination Fee paid to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior Purchaser will be returned to the Company MeetingDebtors. The obligations of the Debtors to pay the Termination Fee shall be entitled to administrative expense status under Section 503(b)(1) publicly announced or otherwise publicly disclosed, in the Bankruptcy Case and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following shall become due and payable upon the termination of this Agreement as provided for hereunder and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition ProposalBidding Procedures Order.”

Termination Fee. (a) In the event that: (i) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(b)(iii) and (A) after the date of this Agreement a bona fide Company Takeover Proposal shall have been made or communicated to the Company or shall have been made directly to the stockholders of the Company generally, or any person shall have announced an intention to make or communicate a Company Takeover Proposal, in each case which, on the date of the Company Stockholder Meeting, has not been withdrawn, and (B) within twelve months after such termination the Company shall promptlyhave entered into an Alternative Acquisition Agreement which is subsequently consummated, but or shall have consummated, within such twelve-month period, an Acquisition Transaction (provided, that for purposes of Section 8.2(a)(i), all references to “15%” in no event later than the definition of Acquisition Transaction and Company Takeover Proposal shall be deemed to refer to “50%”); or (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e) or Section 8.1(g); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then the Company shall (1) in the case of a Termination Fee payable pursuant to clause (i) of this Section 8.2(a), upon the date of such consummation of the Acquisition Transaction, (2) in the case of a Termination Fee payable pursuant to clause (ii) of this Section 8.2(a), within two Business Days after the date of such termination, and (3) in the case of a Termination Fee payable pursuant to clause (iii) of this Section 8.2(a), concurrently with such termination, pay Parent a fee equal to Acquiror in immediately available funds an amount equal $1,250,000 in cash 25,000,000 (the “Termination Fee”) in by wire transfer of same-day funds, provided, that the amount of the Termination Fee payable pursuant to Section 8.2(a) shall be reduced by any amount that the Company has paid, or is required to pay, pursuant to Section 8.2(b). (b) In the event this Agreement is terminated by the Company or Parent pursuant to Section 8.1(g8.1(b)(iii), then the Company shall pay Parent a fee equal to $7,000,000 by wire transfer of same-day funds. Such fee shall be payable within two Business Days after the date of termination by Parent, or shall be payable concurrently with such termination in the case of a termination by the Company. (c) In the event that the Company terminates this Agreement pursuant to Section 8.1(h), ) or Section 8.1(i), or in the event that either the Company or Parent terminates this Agreement pursuant to Section 8.1(b)(iv), then Parent shall pay to the Company a fee equal to $25,000,000 (the “Parent Termination Fee”) by wire transfer of same-day funds. Such fee shall be payable within two Business Days after the date of termination by the Company, or shall be payable concurrently with such termination in the case of a termination by Parent. (d) Notwithstanding anything in this Agreement to the contrary, in the event that the Parent Termination Fee (inclusive of the amounts in paragraph (f) below) exceeds the maximum amount that may be paid without violating the Laws of England and Wales, the rules of the FSA/UKLA or the London Stock Exchange plc, then the amount of the Parent Termination Fee shall be reduced to be equal to the maximum amount that may be paid without violating the Laws of England and Wales, the rules of the FSA/UKLA or the London Stock Exchange plc (in each case, such maximum being that which may be paid without shareholder approval). (e) The Company acknowledges and agrees that the agreements contained in Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. If the Company fails promptly to pay the amount due pursuant to Section 8.2(a) or (b), and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for such fee, the Company shall pay to Acquiror Parent its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amount of the fee from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. (f) Parent acknowledges and agrees that the agreements contained in Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company would not enter into this Agreement. If Parent fails promptly to pay the amount due pursuant to Section 8.2(c), and, in order to obtain such payment, the Company commences a suit that results in a judgment against Parent for the Parent Termination Fee, Parent shall pay to the Company its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amount of the Parent Termination Fee and expenses from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. (g) Each of the parties hereto further acknowledges that neither the payment of the Termination Fee or the fee described in Section 8.2(b) by the Company nor the payment of the Parent Termination Fee by Parent is a penalty, but in each case is liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following circumstances in which such fees are payable and which do not involve fraud for the date hereof efforts and prior to resources expended and the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of opportunities foregone while negotiating this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after reliance on this Agreement and on the expectation of the consummation of such Company Acquisition. For purposes of this Agreementthe transactions contemplated hereby, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposalwhich amount would otherwise be impossible to calculate with precision.

Termination Fee. (i) If (A) Parent or the Company shall promptlyterminates this Agreement pursuant to Section 8.1(d) or Section 8.1(g), but or Parent terminates this Agreement pursuant to Section 8.1(c) as a result of a breach, failure to perform or violation described in no event later than two Business Days such Section that (except with respect to a breach of Section 5.3(a)) first occurred following the making of an Acquisition Proposal of the type referenced in the following clause (B), (B) after the date hereof and prior to the date of such termination (or prior to the Company Stockholder Approval in the case of termination pursuant to Section 8.1(g)), a bona fide Acquisition Proposal is publicly disclosed (whether by the Company or a third party), or otherwise made known to the Company Board of Directors or the Company’s management, and in each case, is not withdrawn (publicly, if publicly disclosed) at least three (3) Business Days prior to the earlier of the date of the Company Stockholders Meeting and the date of such termination and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement with respect to an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date any such Acquisition Proposal is consummated and (y) the date of entry in any such definitive agreement, the Company shall pay to Acquiror in immediately available funds an amount equal Parent a fee of nine hundred million dollars ($1,250,000 900,000,000) in cash (the “Termination Fee”) in the event this Agreement is terminated pursuant to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing Solely for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this AgreementSection 8.2(b)(i), the term “Company AcquisitionAcquisition Proposal” shall mean any transaction contemplated by an Acquisition Proposalhave the meaning assigned to such term in Annex A, except that all references to “fifteen percent (15%)” and “eighty five percent (85%)” therein shall be deemed to be references to “fifty percent (50%).”

Termination Fee. (a) In the event that: (i) Company (A) a Competing Proposal relating to a Competing Transaction shall promptly, but in no event later than two Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash have been made or proposed (the “Termination Fee”) in the event this Agreement is terminated pursuant to Section 8.1(gand not withdrawn), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following after the date hereof and prior to the Company Shareholders Meeting (or, if the Company Meeting shall not have been convened, or prior to the termination of this AgreementAgreement if there has been no Shareholders Meeting), (B) following the occurrence of an Acquisition Proposal shall have been publicly announced event described in the preceding clause (A), this Agreement is terminated by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meetingor Parent pursuant to ‎Section 8.02(a) publicly announced or otherwise publicly disclosed‎Section 8.02(c), and either (AC) within twelve (12) months following after the termination of this Agreement, the Company or any of its Subsidiaries consummates or enters into a definitive agreement in connection with such Competing Transaction, whether or not such Competing Transaction was the same Competing Transaction referred to in clause (A); provided, that for purposes of this Section ‎8.06(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”; (ii) this Agreement is terminated by Parent pursuant to ‎Section 8.04; or (iii) this Agreement is terminated by the Company Acquisition pursuant to ‎Section 8.03(c) or Section 8.03(d), then the Company shall pay, or cause to be paid, to Parent or its designees an amount in cash equal to US$3,421,020.93 (the “Company Termination Fee”) by wire transfer of same day funds as defined belowpromptly as possible (but in any event (x) within two (2) Business Days after such termination in the case of a termination referred to in clause (ii) above, (y) at least two (2) Business Days prior to and as a condition of the consummation by the Company of a Competing Transaction or entry by the Company into the definitive agreement in connection with a Competing Transaction in the case of a termination referred to in clause (i) above, or (z) prior to, concurrently with or immediately after the termination of this Agreement in case of a termination pursuant to clause ‎(iii) above); it being agreed that in no event shall the Company be required to pay the Company Termination Fee more than once. (b) Subject to Section ‎9.08, Parent will pay, or cause to be paid, to the Company or its designees an amount in cash equal to US$6,842,041.87 (the “Parent Termination Fee”) if this Agreement is terminated by the Company pursuant to Section ‎8.03(a) or ‎Section 8.03(b), such payment to be made as promptly as possible (but in any event within two (2) Business Days after such termination by wire transfer of same day funds); it being agreed that in no event shall Parent be required to pay the Parent Termination Fee more than once. (c) Except as otherwise specified in Section ‎8.06(d), all expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not the Merger or any other Transaction is consummated. (d) In the event that the Company fails to pay the Company Termination Fee, or Parent fails to pay the Parent Termination Fee, when due and in accordance with the requirements of this Agreement, the Company or Parent, as the case may be, shall reimburse the other party for reasonable costs and expenses actually incurred or accrued by the other party (including fees and expenses of counsel) in connection with the collection under and enforcement of this Section ‎8.06, together with interest on such unpaid Company Termination Fee or Parent Termination Fee, as the case may be, commencing on the date that the Company Termination Fee or Parent Termination Fee, as the case may be, became due, at the prime rate as published in The Wall Street Journal on such date plus 1.00% or a lesser rate that is the maximum permitted by applicable Law. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder. (e) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section ‎8.06 are an integral part of the Transactions; (ii) to the extent relevant, the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section ‎8.06(a) or Section ‎8.06(b) would otherwise not be a penalty but rather would constitute amounts akin to liquidated damages in a reasonable amount that would compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section ‎8.06, the parties hereto would not have entered into this Agreement. (i) Subject to Section ‎9.08, the Financing Document and the Limited Guarantees, the Company’s right to (i) terminate this Agreement and receive the Parent Termination Fee pursuant to Section ‎8.06(b) and the guarantee of such obligations pursuant to the Limited Guarantees (subject to their terms, conditions and limitations), (ii) if applicable, receive reimbursement and indemnification pursuant to ‎Section 6.07(g), and (iii) if applicable, receive reimbursement and interest pursuant to Section ‎8.06(d) (such reimbursement, indemnification, costs and expenses in clauses (ii) and (iii), collectively, the “Company Reimbursement”) shall be the sole and exclusive remedy of any Group Company and all members of the Company Group against (A) Parent, Merger Sub, Chairman, Chairman Entities, the Guarantors or the Rollover Shareholders, or (B) Company enters into a letter the former, current and future direct or indirect holders of intent any equity, general or similar document limited partnership or limited partnership or liability company interest, controlling persons, management companies, portfolio companies, incorporators, Representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of Parent, Merger Sub, Chairman, Chairman Entities, the Guarantors or any Contract providing Rollover Shareholder, (C) any Financing Source or other lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent, Merger Sub or the Guarantors, or (D) any former, current or future direct or indirect holders of any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of any of the foregoing (clauses (A) through (D) of this Section ‎8.06(f), collectively, the “Parent Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the Merger or the other Transactions to be consummated. For the avoidance of doubt, subject to ‎Section 9.08, neither Parent nor any other member of the Parent Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions (including the Financing Document, the Support Agreements and the Limited Guarantees) other than the payment of the Parent Termination Fee pursuant to Section ‎8.06(b) and the Company Acquisition within twelve Reimbursement, and in no event shall any Group Company, the direct or indirect shareholders of the Company or any other Group Company, or any of their respective Affiliates, members, managers, partners, Representatives, stockholders, successors or assignees of the foregoing (12collectively, the “Company Group”), seek, or permit to be sought, on behalf of any member of the Company Group, any monetary damages from any member of the Parent Group in connection with this Agreement or any of the Transactions (including the Financing Document, the Support Agreements and the Limited Guarantees), other than (without duplication) months following from Parent or Merger Sub to the termination extent provided in Section ‎8.06(b), Section ‎8.06(d) and ‎Section 6.07(g), or the Guarantors to the extent provided in the relevant Limited Guarantee. This provision was specifically bargained for and is intended to be for the benefit of, and shall be enforceable by, each member of the Parent Group. (ii) Subject to Section ‎9.08, Parent’s right to terminate this Agreement and any receive payment from the Company Acquisition is later consummatedof the Company Termination Fee pursuant to Section ‎8.06(a) and expenses under Section ‎8.06(d) shall be the sole and exclusive remedy (whether at law, in which case such amount equity, in contract, in tort or otherwise) of any member of the Parent Group against any member of the Company Group for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the Merger to be consummated. Neither the Company nor any other member of the Company Group shall be paid promptlyhave any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment by the Company of the Company Termination Fee pursuant to Section ‎8.06(a) and the costs and expenses under Section ‎8.06(d), but and in no event later shall any of Parent, Merger Sub or any other member of the Parent Group seek, or permit to be sought, on behalf of any member of the Parent Group, any monetary damages from any member of the Company Group in connection with this Agreement or any of the Transactions, other than two (2without duplication) business daysfrom the Company to the extent provided in Section ‎8.06(a) and Section ‎8.06(d). This provision was specifically bargained for and is intended to be for the benefit of, after and shall be enforceable by, each member of the consummation of such Company Acquisition. For purposes of Group. (iii) Notwithstanding anything to the contrary in this Agreement, the Financing Documents, the Support Agreements and the Limited Guarantees or any other document contemplated thereby or any document or instrument delivered in connection hereunder or thereunder (collectively, the “Transaction Documents”), but subject to Section ‎9.08, the maximum aggregate liability, whether in equity or at law, in Contract, in tort or otherwise, of the Parent Group collectively (A) under this Agreement or any other Transaction Document, (B) in connection with the failure of the Merger or the other transactions contemplated hereunder or under the Transaction Documents (including the Financing) to be consummated or (C) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any other Transaction Document, shall not exceed under any circumstances an amount equal to the sum of (i) the Parent Termination Fee, if any, due and owing to the Company Acquisition” pursuant to Section ‎8.06(b) and (ii) the Company Reimbursement. (iv) Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, but subject to ‎Section 9.08, the maximum aggregate liability, whether in equity or at law, in Contract, in tort or otherwise, of the Company Group collectively (A) under this Agreement or any other Transaction Document, (B) in connection with the failure of the Merger or the other transactions contemplated hereunder or under the Transaction Documents (including the Financing) to be consummated, or (C) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any other Transaction Document, shall mean not exceed under any transaction contemplated by circumstances an Acquisition Proposalamount equal to the sum of (i) the Company Termination Fee, if any, due and owing to Parent pursuant to ‎Section 8.06(a) and (ii) the amounts, if any, due and owing under ‎Section 8.06‎(d).

Termination Fee. (a) In the event that: (i) Company (A) a Competing Proposal relating to a Competing Transaction shall promptly, but in no event later than two Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash have been made or proposed (the “Termination Fee”) in the event this Agreement is terminated pursuant to Section 8.1(gand not withdrawn), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following after the date hereof and prior to the Company Shareholders Meeting (or, if the Company Meeting shall not have been convened, or prior to the termination of this AgreementAgreement if there has been no Shareholders Meeting), (B) following the occurrence of an Acquisition Proposal shall have been publicly announced event described in the preceding clause (A), this Agreement is terminated by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meetingor Parent pursuant to Section 8.02(a) publicly announced or otherwise publicly disclosedSection 8.02(c), and either (AC) within twelve (12) months following after the termination of this Agreement, the Company or any of its Subsidiaries consummates, or enters into a definitive agreement in connection with, such Competing Transaction, whether or not such Competing Transaction was the same Competing Transaction referred to in clause (A); provided, that for purposes of this Section 8.06(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 8.04; or (iii) this Agreement is terminated by the Company Acquisition pursuant to Section 8.03(c) or Section 8.03(d), then the Company shall pay, or cause to be paid, to Parent or its designees an amount in cash equal to $25,000,000 (the “Company Termination Fee”) by wire transfer of same day funds as defined belowpromptly as possible (but in any event (x) is consummatedwithin two (2) Business Days after such termination in the case of a termination referred to in clause (ii) above, (y) at least two (2) Business Days prior to and as a condition of the consummation by the Company of a Competing Transaction or entry by the Company into the definitive agreement in connection with a Competing Transaction in the case of a termination referred to in clause (i) above, or (Bz) Company enters into a letter of intent prior to, concurrently with or similar document or any Contract providing for any Company Acquisition within twelve (12) months following immediately after the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but of a termination pursuant to clause (iii) above); it being agreed that in no event later shall the Company be required to pay the Company Termination Fee more than once. (b) Parent will pay, or cause to be paid, to the Company or its designees (i) an amount in cash equal to $50,000,000 (the “Parent Termination Fee”), if this Agreement is terminated by the Company pursuant to Section 8.03(a) or Section 8.03(b), such payment to be made as promptly as possible (but in any event within two (2) business daysBusiness Days after such termination by wire transfer of same day funds); it being agreed that in no event shall Parent be required to pay the Parent Termination Fee more than once. (c) Except as otherwise specified in Section 8.06(d), after all expenses incurred in connection with this Agreement and the consummation of Transactions shall be paid by the party incurring such expenses, whether or not the Merger or any other Transaction is consummated. (d) In the event that the Company Acquisition. For purposes fails to pay the Company Termination Fee, or Parent fails to pay the Parent Termination Fee, when due and in accordance with the requirements of this Agreement, the Company or Parent, as the case may be, shall reimburse the other party for reasonable costs and expenses actually incurred or accrued by the other party (including fees and expenses of counsel) in connection with the collection under and enforcement of this Section 8.06, together with interest on such unpaid Company Termination Fee or Parent Termination Fee, as the case may be, commencing on the date that the Company Termination Fee or Parent Termination Fee, as the case may be, became due, at the prime rate as published in The Wall Street Journal on such date plus 1.00% or a lesser rate that is the maximum permitted by applicable Law. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder. (e) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 8.06 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 8.06(a) or Section 8.06(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 8.06, the parties hereto would not have entered into this Agreement. (i) Subject to Section 9.08, the Equity Commitment Letter, the Debt Commitment Letters and the Limited Guarantee, the Company’s right to (i) terminate this Agreement and receive the Parent Termination Fee pursuant to Section 8.06(b) and the guarantee of such obligations pursuant to the Limited Guarantee (subject to their terms, conditions and limitations), (ii) if applicable, receive reimbursement and indemnification pursuant to Section 6.07(g), and (iii) if applicable, receive reimbursement and interest pursuant to Section 8.06(d) (clauses (ii) and (iii) together, the “Company Acquisition” Reimbursement”), shall mean be the sole and exclusive remedy of any transaction Group Company and all members of the Company Group against (A) Parent, Merger Sub, New Wave, the Guarantor or the Rollover Shareholders, (B) the former, current and future direct or indirect holders of any equity, general or limited partnership or limited partnership or liability company interest, controlling persons, management companies, portfolio companies, incorporators, Representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of Parent, Merger Sub, New Wave, the Guarantor or Rollover Shareholders, (C) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent, Merger Sub or the Guarantor, or (D) any former, current or future direct or indirect holders of any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of any of the foregoing (clauses (A) through (D) of this Section 8.06(f), collectively, the “Parent Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the Merger or the other Transactions to be consummated. For the avoidance of doubt, subject to Section 9.08, neither Parent nor any other member of the Parent Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions (including the Equity Commitment Letter, the Limited Guarantee and the Debt Commitment Letters) other than the payment of the Parent Termination Fee pursuant to Section 8.06(b) and the Company Reimbursement, and in no event shall any Group Company, the direct or indirect shareholders of the Company or any other Group Company, or any of their respective Affiliates, members, managers, partners, Representatives, stockholders, successors or assignees of the foregoing (collectively, the “Company Group”), seek, or permit to be sought, on behalf of any member of the Company Group, any monetary damages from any member of the Parent Group in connection with this Agreement or any of the Transactions (including the Equity Commitment Letter, the Limited Guarantee and the Debt Commitment Letters), other than (without duplication) from Parent or Merger Sub to the extent provided in Section 8.06(b), Section 8.06(d) and Section 6.07(g), or the Rollover Shareholders or the Guarantor to the extent provided in the relevant Equity Commitment Letter, the Support Agreement or Limited Guarantee. This provision was specifically bargained for and is intended to be for the benefit of, and shall be enforceable by, each member of the Parent Group. (ii) Subject to Section 9.08, Parent’s right to terminate this Agreement and receive payment from the Company of the Company Termination Fee pursuant to Section 8.06(a) and expenses under Section 8.06(d) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any member of the Parent Group against any member of the Company Group for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the Merger to be consummated. Neither the Company nor any other member of the Company Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment by the Company of the Company Termination Fee pursuant to Section 8.06(a) and the costs and expenses under Section 8.06(d), and in no event shall any of Parent, Merger Sub or any other member of the Parent Group seek, or permit to be sought, on behalf of any member of the Parent Group, any monetary damages from any member of the Company Group in connection with this Agreement or any of the Transactions, other than (without duplication) from the Company to the extent provided in Section 8.06(a) and Section 8.06(d). This provision was specifically bargained for and is intended to be for the benefit of, and shall be enforceable by, each member of the Company Group. (iii) Notwithstanding anything to the contrary in this Agreement, the Financing Documents, the Limited Guarantee, the Support Agreement or any other document contemplated by thereby or any document or instrument delivered in connection hereunder or thereunder (collectively, the “Transaction Documents”), but subject to Section 9.08, the maximum aggregate liability, whether in equity or at Law, in Contract, in tort or otherwise, of the Parent Group collectively (A) under this Agreement or any other Transaction Document, (B) in connection with the failure of the Merger or the other transactions contemplated hereunder or under the Transaction Documents (including the Financing) to be consummated or (C) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any other Transaction Document, shall not exceed under any circumstances an Acquisition Proposalamount equal to the sum of (i) the Parent Termination Fee, if any, due and owing to the Company pursuant to Section 8.06(b) and (ii) the Company Reimbursement. (iv) Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, but subject to Section 9.08, the maximum aggregate liability, whether in equity or at Law, in Contract, in tort or otherwise, of the Company Group collectively (A) under this Agreement or any other Transaction Document, (B) in connection with the failure of the Merger or the other transactions contemplated hereunder or under the Transaction Documents (including the Financing) to be consummated or (C) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any other Transaction Document, shall not exceed under any circumstances an amount equal to the sum of (i) the Company Termination Fee, if any, due and owing to the Parent pursuant to Section 8.06(a) and (ii) the amounts, if any, due and owing under Section 8.06(d).

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by CBAN while structuring and pursuing the Merger, LBC shall pay to CBAN a termination fee equal to $1,432,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CBAN in the event of any of the following: (i) Company in the event CBAN terminates this Agreement pursuant to Section 7.01(g), LBC shall promptlypay CBAN the Termination Fee within one (1) Business Day after receipt of CBAN’s notification of such termination; (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, but in no event later than two Business Days an Acquisition Proposal shall have been made known to senior management of LBC or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to LBC and (A) thereafter this Agreement is terminated (x) by either CBAN or LBC pursuant to Section 7.01(c) because the Requisite LBC Shareholder Approval shall not have been obtained or (y) by CBAN pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, LBC enters into any agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then LBC shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (CBAN the “Termination Fee”, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%,” and (iii) in the event LBC terminates this Agreement is terminated pursuant to Section 8.1(g7.01(h), LBC shall pay CBAN the Termination Fee within one (1) Business Day after LBC’s notification of such termination. (b) LBC and CBAN each agree that the agreements contained in this Section 8.1(h7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CBAN would not enter into this Agreement; accordingly, if LBC fails promptly to pay any amounts due under this Section 7.02, LBC shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CBAN (including reasonable legal fees and expenses) in connection with such suit. (c) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if LBC pays or Section 8.1(i). Company shall pay causes to Acquiror be paid to CBAN the Termination Fee in the event accordance with Section 7.02(a), LBC (or any successor in interest of LBC) will not have any further obligations or liabilities to CBAN with respect to this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of transactions contemplated by this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by Buyer while structuring and pursuing the Merger, Company shall pay to Buyer a termination fee equal to $2,125,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by Buyer in the event of any of the following: (i) in the event Buyer terminates this Agreement pursuant to Section 7.01(g), Company shall promptly, but in no event later than pay Buyer the Termination Fee within two (2) Business Days after receipt of Buyer’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to the Company Board or senior management of Company or has been made directly to its shareholders generally (and not withdrawn) or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Company and (A) thereafter this Agreement is terminated by either Buyer or Company pursuant to Section 7.01(c) or Section 7.01(f) (without the Requisite Company Shareholder Approval having been obtained) or if this Agreement is terminated by Buyer pursuant to Section 7.01(e) as a result of willful breach of a covenant by Company, and (B) prior to the date that is twelve (12) months after the date of such termination, Company enters into any agreement to consummate, or consummates, an Acquisition Transaction (whether or not the same Acquisition Transaction which was the subject of the foregoing Acquisition Proposal), then Company shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (Buyer the “Termination Fee”) , provided, that for purposes of this Section 7.02(a), all references in the event definition of Acquisition Transaction to “20%” shall instead refer to “50%”. (b) Company and Buyer each agree that the agreements contained in this Agreement is terminated pursuant Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Buyer would not enter into this Agreement; accordingly, if Company fails promptly to pay any amounts due under this Section 8.1(g)7.02, Section 8.1(h), or Section 8.1(i). Company shall pay interest on such amounts from the date payment of such amounts were due to Acquiror the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of Buyer (including reasonable legal fees and expenses) reasonably incurred in connection with such suit. (c) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that if Company pays or causes to be paid to Buyer or to Buyer Bank the Termination Fee in the event accordance with Section 7.02(a), neither Company nor Company Bank (nor any successor in interest, Affiliate, shareholder, director, officer, employee, agent, consultant or representative of Company or Company Bank) will have any further obligations or liabilities to Buyer or Buyer Bank with respect to this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced transactions contemplated by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case the payment of such amount amounts shall be paid promptlyBuyer’s sole and exclusive remedy against Company, but Company Bank, and their respective Affiliates, Representatives or successors in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposalinterest.

Termination Fee. Notwithstanding any provision in this Agreement to the contrary, if (i) this Agreement is terminated by the Company or Newco pursuant to Section 7.01(e), (ii) this Agreement is terminated by Newco pursuant to Section 7.01(f), or (iii) (w) prior to the termination of this Agreement, a bona fide Takeover Proposal is commenced, publicly proposed or publicly disclosed and not withdrawn, and (x) this Agreement is terminated by the Company pursuant to Section 7.01(b) or 7.01(d) (but only due to the failure of the Company stockholders to approve the Merger) or by Newco pursuant to Section 7.01(g), and (y) concurrently with or within 120 days after such termination a Takeover Proposal shall have been consummated, then, in each case, the Company shall pay to Newco a termination fee of $6.5 million in cash, plus its reasonable out of pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby ("Termination Fee"), such payment to be made simultaneously with such termination in the case of a termination by the Company pursuant to Section 7.01(e) and promptly, but in no event later than two Business Days after the date second business day following a termination by Newco pursuant to Section 7.01(e) or 7.01(f) and, in the case of clause (iii), upon the consummation of such terminationTakeover Proposal; provided, however, that the Company shall have no obligation to pay Newco such Termination Fee if prior to Acquiror any termination by the Company or Newco pursuant to Section 7.01(e) or by Newco pursuant to Section 7.01(f)(ii) or (g) a Material Adverse Effect in immediately available funds an amount equal $1,250,000 Financing shall have occurred or Newco shall have failed to comply with its obligations under Section 5.14 hereof. Notwithstanding any provision in cash (this Agreement to the “Termination Fee”) in the event contrary, if this Agreement is terminated (1) by the Company or Newco under Section 7.01(b) and either (a) Newco shall have failed to perform its obligations under Section 5.14 or (b) all conditions to each of Newco's obligations specified in Sections 6.01 and 6.03 hereof other than the condition specified in 6.03(c) shall have occurred, been satisfied or waived, as appropriate, or (c) if the Equity Financing shall be unavailable for any reason or (2) by the Company pursuant to Section 8.1(g7.01(h), Section 8.1(h), or Section 8.1(i). Company then in each case Newco shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to a termination fee of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.$1.65

Termination Fee. Notwithstanding any provision in this Agreement to the contrary, if (i) this Agreement is terminated by the Company or Newco pursuant to Section 7.01(e), (ii) this Agreement is terminated by Newco pursuant to Section 7.01(f), or (iii) (w) prior to the termination of this Agreement, a bona fide Takeover Proposal is commenced, publicly proposed or publicly disclosed and not withdrawn, and (x) this Agreement is terminated by the Company pursuant to Section 7.01(b) or 7.01(d) (but only due to the failure of the Company stockholders to approve the Merger) or by Newco pursuant to Section 7.01(g), and (y) concurrently with or within 120 days after such termination a Takeover Proposal shall have been consummated, then, in each case, the Company shall pay to Newco a termination fee of $6.5 million in cash, plus its reasonable out of pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby ("Termination Fee"), such payment to be made simultaneously with such termination in the case of a termination by the Company pursuant to Section 7.01(e) and promptly, but in no event later than two Business Days after the date second business day following a termination by Newco pursuant to Section 7.01(e) or 7.01(f) and, in the case of clause (iii), upon the consummation of such terminationTakeover Proposal; provided, however, that the Company shall have no obligation to pay Newco such Termination Fee if prior to Acquiror any termination by the Company or Newco pursuant to Section 7.01(e) or by Newco pursuant to Section 7.01(f)(ii) or (g) a Material Adverse Effect in immediately available funds an amount equal $1,250,000 Financing shall have occurred or Newco shall have failed to comply with its obligations under Section 5.14 hereof. Notwithstanding any provision in cash (this Agreement to the “Termination Fee”) in the event contrary, if this Agreement is terminated (1) by the Company or Newco under Section 7.01(b) and either (a) Newco shall have failed to perform its obligations under Section 5.14 or (b) all conditions to each of Newco's obligations specified in Sections 6.01 and 6.03 hereof other than the condition specified in 6.03(c) shall have occurred, been satisfied or waived, as appropriate, or (c) if the Equity Financing shall be unavailable for any reason or (2) by the Company pursuant to Section 8.1(g7.01(h), Section 8.1(h), or Section 8.1(i). Company then in each case Newco shall pay to Acquiror the Termination Fee in the event Company a termination fee of $1.65 million. The foregoing fees shall be considered liquidated damages for any breach under this Agreement is terminated for the party paying the fee. The parties further agree that Newco's payment of any fee pursuant to this Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following 7.02 shall satisfy in full any obligation of Guarantor as the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination limited guarantor of Newco's obligations under this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. (i) In the event that (A) this Agreement is terminated by (1) Parent pursuant to Section 8.1(d) or (2) the Company pursuant to Section 8.1(e) or (B)(1) prior to the Acceptance Time, a Competing Proposal shall promptlyhave been made directly to the stockholders of the Company generally or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional and whether or not withdrawn) to make a Competing Proposal, but in no event later than two Business Days after (2) thereafter this Agreement is terminated by either Parent or the date Company pursuant to Section 8.1(c) and (3) on or prior to the twelve (12) month anniversary of such termination, the Company enters into a definitive agreement with respect to a Competing Proposal or the transactions contemplated thereby are actually consummated, then the Company shall pay to Acquiror in immediately available funds an amount equal Parent a fee of Thirty Five Million One Hundred Fifty Thousand Dollars ($1,250,000 in cash 35,150,000.00) (the “Termination Fee”) on the first business day following (x) in the event this Agreement is terminated pursuant to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination case of this Agreement), an Acquisition Proposal shall have been publicly announced a payment required by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either clause (A) within twelve (12) months following above, the termination date of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and (y) in the case of a payment required by clause (B) above, the date of the first to occur of the events referred to in clause (B)(3) (unless the events referred to in clause (B)(3) occurred prior to any Company Acquisition is later consummatedtermination referred to in clause (B)(2), in which case such amount case, the Termination Fee shall be paid promptly, but in no event later than two (2) business days, after payable on the consummation date of such termination) and, in each case, upon the payment of the Termination Fee, the Company Acquisitionshall have no further liability with respect to this Agreement or the Transactions contemplated hereby to Parent or Purchaser. Table of Contents (ii) For purposes of this AgreementSection 8.2(b)(i)(B)(3) only, the term “Company AcquisitionCompeting Proposal” shall mean any transaction contemplated by an Acquisition have the meaning assigned to such term in Section 9.5, except that the reference to “20%” in the definition of “Competing Proposal” shall be deemed to be a reference to “40%”.

Termination Fee. Notwithstanding any other provision of this Agreement: (ia) Company shall promptly, but in no event later than two Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event if this Agreement is terminated pursuant to Section 8.1(g7.1(e)(i) or Section 7.1(f)(i), Section 8.1(h), or Section 8.1(i). then the Company shall concurrently pay to Acquiror the Parent a fee of $5,500,000 (the "Termination Fee in the event Fee"); (b) if (i) this Agreement is terminated pursuant to Section 8.1(b7.1(b) or Section 7.1(e)(ii), Section 8.1(d), (ii) prior to such termination there exists an Acquisition Proposal (whether or Section 8.1(f), if following the date hereof and not such offer or proposal has been rejected or has been withdrawn prior to the Company Meeting time of such termination), and (oriii) within 12 months of such termination, if the Company Meeting shall not have been convenedor any of its Subsidiaries accepts a written offer for, prior or otherwise enters into an agreement to termination of this Agreement)consummate or consummates, an Acquisition Proposal shall have been publicly announced by any person(which, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing solely for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” clause (iii) shall mean an "Acquisition Proposal" as defined in Section 5.6(f), except that all references therein to "20%" shall be deemed instead to be "50%"), then upon the signing of a definitive agreement relating to such Acquisition Proposal, or, if no such agreement is signed, then upon consummation of any transaction contemplated by such Acquisition Proposal, the Company shall promptly pay to the Parent the Termination Fee; (c) if (i) this Agreement is terminated pursuant to Section 7.1(d), and (ii) within 12 months of such a termination the Company or any of its Subsidiaries accepts a written offer for, or otherwise enters into an agreement to consummate or consummates, an Acquisition Proposal., then upon the signing of a definitive agreement relating to such Acquisition Proposal, or, if no such agreement is signed, then upon consummation of any such Acquisition Proposal, the Company shall promptly pay to the Parent the Termination Fee;

Termination Fee. (ia) Company Except as otherwise provided below in this Section 7.05, all fees and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall promptly, but in no event later than two Business Days after be paid by the date of party incurring such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash expenses whether or not the Merger is consummated. (the “Termination Fee”b) in the event If this Agreement is terminated pursuant to Section 8.1(g5.01(e) or 5.01(f)(i) hereof, then the Company shall, prior to or simultaneously with such termination, pay Buyer a fee in immediately available funds of $1,000,000 (a “Termination Fee”), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event . (c) If (i) this Agreement is terminated by the Company or Buyer pursuant to Section 8.1(b5.01(b) hereof or Section 5.01(c)(ii) hereof or by Buyer pursuant to Section 5.01(c)(i) hereof (provided in the case of a termination pursuant to Section 5.01(c)(i) that such termination is as a result of a material breach by the Company of any representations, warranties or covenants contained in this Agreement or the failure of the condition set forth in Section 3.01(f) of this Agreement to be satisfied), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), ii) an Acquisition Proposal shall have has been made or publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to such termination and (iii) within nine months after such termination the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination any of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company its subsidiaries enters into a letter of intent definitive agreement for, or similar document consummates an Acquisition Proposal (whether or not involving such person or group), then the Company shall on the next business day following the Company or any Contract providing of its subsidiaries entering into such definitive agreement for any Company or consummating (as the case may be) such Acquisition within twelve (12) months following Proposal, pay to Buyer the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in Termination Fee. In no event later shall more than two (2) business days, after the consummation of such Company Acquisition. For purposes of one Termination Fee be payable under this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition ProposalSection 7.05.

Termination Fee. (ia) Company Except as otherwise provided herein, all fees, costs and expenses incurred in connection with this Combination Agreement and the Amalgamation Agreement shall promptlybe paid by the Party incurring such fees, but costs or expenses. (b) If a ▇▇▇▇▇▇ Termination Fee Event occurs, ▇▇▇▇▇▇ shall pay, or cause to be paid, to SEMAFO (by wire transfer of immediately available funds) the ▇▇▇▇▇▇ Termination Fee. (c) For the purposes of this Combination Agreement, ▇▇▇▇▇▇ Termination Fee Event means the termination of this Combination Agreement: i. pursuant to either Section 8.02(a)iii(A) (Change in no ▇▇▇▇▇▇ Recommendation) or 8.02(a)iii(D) (Material breach of Non-Solicitation Covenant), in which case the ▇▇▇▇▇▇ Termination Fee shall be paid to SEMAFO as soon as practicable and in any event later than two within five Business Days after of the date day on which this Combination Agreement is terminated; ii. pursuant to 8.02(a)iv(A) (To enter into a Superior Proposal), in which case the ▇▇▇▇▇▇ Termination Fee shall be paid to SEMAFO prior to or simultaneously with the occurrence of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “▇▇▇▇▇▇ Termination Fee”) in the event this Agreement is terminated Fee Event; iii. pursuant to any of Section 8.1(g8.02(a)ii(A) (Failure to obtain the ▇▇▇▇▇▇ Shareholder Approval), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and 8.02(a)ii(C) (Effective Date does not occur prior to the Company Meeting Completion Deadline) or 8.02(a)iii(C) (orBreach of Representations and Warranties) if, if the Company Meeting shall not have been convenedin any case, prior to the earlier of the termination of this Agreement)Combination Agreement or the holding of the ▇▇▇▇▇▇ Meeting, (A) an Acquisition Proposal, or the intention to make an Acquisition Proposal shall have been publicly announced by any person, with respect to ▇▇▇▇▇▇ shall have been made to Company’s stockholders ▇▇▇▇▇▇ or publicly announced by any person, or shall have been made to Company by any person and subsequently Person (and prior to the Company Meeting) publicly announced or otherwise publicly disclosedother than SEMAFO), and either (AB) within twelve (12) 12 months following after the date of termination of this Agreement, any Company Combination Agreement or the holding of the ▇▇▇▇▇▇ Meeting (x) an Acquisition (as defined below) Proposal is consummated, or (By) Company ▇▇▇▇▇▇ or one or more of the ▇▇▇▇▇▇ Subsidiaries, directly or indirectly, in one or more transactions, enters into a letter definitive contract in respect of intent or similar document or any Contract providing for any Company an Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummatedProposal, in which case such amount the ▇▇▇▇▇▇ Termination Fee shall be paid promptly, but in no event later than two (2) business days, after to SEMAFO on or prior to the earlier of the consummation of such Company Acquisitionthe Acquisition Proposal or the entering into of the contract referred to in paragraph (y) above. For purposes of this Subsection 7.03(c)iii, all references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”. (d) Each of the Parties acknowledges that the agreements contained in this Section 7.03 are an integral part of the transactions contemplated in this Combination Agreement and that, without those agreements, the Parties would not enter into this Combination Agreement. Each Party acknowledges that all of the payment amounts set out in this Section 7.03 are payments of liquidated damages which are a genuine pre-estimate of the damages, “Company Acquisition” which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Combination Agreement and are not penalties. Each Party irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, each Party agrees that, upon any termination of this Combination Agreement under circumstances where SEMAFO is entitled to the ▇▇▇▇▇▇ Termination Fee and such ▇▇▇▇▇▇ Termination Fee is paid in full, SEMAFO shall mean be precluded from any transaction other remedy against the other Party at law or in equity or otherwise, and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the other Party or any of their subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Combination Agreement or the transactions contemplated hereby. (e) Nothing in this Section 7.03 shall relieve or have the effect of relieving ▇▇▇▇▇▇ or SEMAFO in any way from liability for damages incurred or suffered by ▇▇▇▇▇▇ or SEMAFO, as applicable, as a result of an Acquisition Proposalintentional or wilful breach of this Combination Agreement by ▇▇▇▇▇▇ or SEMAFO, as applicable. (f) Nothing in this Section 7.03 shall preclude ▇▇▇▇▇▇ or SEMAFO from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Combination Agreement or otherwise to obtain specific performance of any such covenants or agreements, without the necessity of posting bond or security in connection therewith.

Termination Fee. (a) In the event that: (i) Company (A) a Competing Proposal relating to a Competing Transaction shall promptly, but in no event later than two Business Days have been made or proposed (and not withdrawn) after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event this Agreement is terminated pursuant to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Shareholders Meeting (or, if the Company Meeting shall not have been convened, or prior to the termination of this AgreementAgreement if there has been no Shareholders Meeting), (B) following the occurrence of an Acquisition Proposal shall have been publicly announced event described in the preceding clause ‎(A), this Agreement is terminated by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meetingor Parent pursuant to ‎Section 8.02(a) publicly announced or otherwise publicly disclosed‎Section 8.02(c), and either (AC) within twelve nine (129) months following the after such termination of this Agreement, the Company or any of its Subsidiaries enters into a definitive agreement in connection with or consummates, such Competing Transaction (in each case whether or not the Competing Transaction was the same Competing Transaction referred to in clause (A)); provided, that for purposes of this ‎Section 8.06(a), all references to “15%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”); (ii) this Agreement is terminated by Parent pursuant to ‎Section 8.04; or (iii) this Agreement is terminated by the Company Acquisition pursuant to ‎Section 8.03(c), then the Company shall pay, or cause to be paid, to Parent or its designees an amount in cash equal to $1,200,000 (the “Company Termination Fee”) by wire transfer of same day funds as defined belowpromptly as possible (but in any event (x) within five (5) Business Days after such termination in the case of a termination referred to in clause ‎(ii) above, (y) at least five (5) Business Days prior to and as a condition of the consummation by the Company of a Competing Transaction or entry by the Company into the definitive agreement in connection with a Competing Transaction in the case of a termination referred to in clause ‎(i) above, or (z) at least two (2) Business Days prior to, concurrently with or immediately after the termination of this Agreement in case of a termination pursuant to clause ‎(iii) above); it being agreed that in no event shall the Company be required to pay the Company Termination Fee more than once. (b) Parent will pay, or cause to be paid, to the Company or its designees an amount in cash equal to $1,800,000 (the “Parent Termination Fee”), if this Agreement is terminated by the Company pursuant to ‎Section 8.03(a) or ‎Section 8.03(b), such payment to be made as promptly as possible (but in any event within five (5) Business Days after such termination by wire transfer of same day funds); it being agreed that in no event shall Parent be required to pay the Parent Termination Fee more than once. (c) Except as otherwise specified in ‎Section 8.06(d), all expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not the Merger or any other Transaction is consummated. (d) In the event that the Company fails to pay the Company Termination Fee, or Parent fails to pay the Parent Termination Fee, when due and in accordance with the requirements of this Agreement, the Company or Parent, as the case may be, shall reimburse the other party for reasonable costs and expenses actually incurred or accrued by the other party (including fees and expenses of counsel) in connection with the collection under and enforcement of this ‎Section 8.06, together with interest on such unpaid Company Termination Fee or Parent Termination Fee, as the case may be, commencing on the date that the Company Termination Fee or Parent Termination Fee, as the case may be, became due, at the prime rate as published in The Wall Street Journal on such date plus 1.00% or a lesser rate that is the maximum permitted by applicable Law. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder. (e) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this ‎Section 8.06 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to ‎Section 8.06(a) or ‎Section 8.06(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this ‎Section 8.06, the parties hereto would not have entered into this Agreement. (i) Subject to ‎Section 9.08, the Equity Commitment Letter, the Facility Agreement and the Limited Guarantee, the Company’s right to (1) terminate this Agreement and receive the Parent Termination Fee pursuant to ‎Section 8.06(b) and the guarantee of such obligations pursuant to the Limited Guarantee (subject to its terms, conditions and limitations), (2) if applicable, receive reimbursement and indemnification pursuant to Section 6.07(g), and (3) if applicable, receive reimbursement and interest pursuant to Section 8.06(d) (clauses ‎(2) and ‎(3) together, the “Company Reimbursement”), shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any Group Company and all members of the Company Group against (A) Parent, Merger Sub, the Guarantor or the Rollover Shareholders, (B) the former, current and future direct or indirect holders of any equity, general or limited partnership or liability company interest, controlling persons, management companies, portfolio companies, incorporators, Representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of Parent, Merger Sub, the Guarantor or Rollover Shareholders, (C) any financing source or other lender or prospective lender, lead arranger, arranger, agent or Representative of or to Parent, Merger Sub or the Guarantor, or (D) any former, current or future direct or indirect holders of any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, Representatives, Affiliates, members, managers, general or limited partners, stockholders, successors or assignees of any of the foregoing (clauses ‎(A) through ‎(D) of this ‎Section 8.06(f)(i), collectively, the “Parent Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the Merger or the other Transactions to be consummated. For the avoidance of doubt, neither Parent nor any other member of the Parent Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions (including the Equity Commitment Letter, the Limited Guarantee, the Support Agreement, the Consortium Agreement, the Interim Investors Agreement, the Facility Agreement and any other Financing Documents) other than the payment of the Parent Termination Fee pursuant to ‎Section 8.06(b) and the Company Reimbursement, and in no event shall any Group Company, the direct or indirect shareholders of the Company or any other Group Company, or any of their respective Affiliates, members, managers, partners, Representatives, stockholders, successors or assignees of the foregoing (collectively, the “Company Group”), seek, or permit to be sought, on behalf of any member of the Company Group, any monetary damages from any member of the Parent Group in connection with this Agreement or any of the Transactions (including the Equity Commitment Letter, the Limited Guarantee, the Support Agreement, the Consortium Agreement, the Interim Investors Agreement, the Facility Agreement and any other Financing Documents), other than (without duplication) from (A) Parent or Merger Sub to the extent provided in ‎Section 8.06(b) and ‎Section 8.06(d), or (B) Company enters into a letter the Guarantor or the Rollover Shareholders to the extent provided in the Limited Guarantee, Equity Commitment Letter or Support Agreement (subject to their respective terms, conditions and limitations). This provision was specifically bargained for and is intended to be for the benefit of, and shall be enforceable by, each member of intent or similar document or any Contract providing for any Company Acquisition within twelve the Parent Group. (12ii) months following the termination of (ii) Subject to ‎Section 9.08, Parent’s right to terminate this Agreement and receive the Company Termination Fee pursuant to ‎Section 8.06(a) and reimbursement and interest under Section 8.06(d) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any Rollover Shareholder or any member of the Parent Group against any member of the Company Group or any of their respective former, current or future employees, officers, partners, shareholders, agents, managers, members or Affiliates (each a “Company Related Party”) for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement under this Agreement or any certificate or other document delivered in connection herewith or failure to perform hereunder or other failure of the Merger to be consummated. Neither the Company nor any Company Acquisition is later consummatedRelated Party shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment by the Company of the Company Termination Fee pursuant to ‎Section 8.06(a) and the costs and expenses under ‎Section 8.06(d), in which case such amount shall be paid promptly, but and in no event later shall any of Parent, Merger Sub, any Rollover Shareholder or any other member of the Parent Group seek, or permit to be sought, on behalf of any member of the Parent Group, any monetary damages from any Company Related Party in connection with this Agreement (or any certificate or other document delivered in connection herewith) or any of the Transactions, other than two (2without duplication) business days, after from the consummation of such Company Acquisition. For purposes of to the extent provided in ‎Section 8.06(a) and ‎Section 8.06(d). (iii) Notwithstanding anything to the contrary in this Agreement, the Financing Documents, the Limited Guarantee, the Support Agreement, the Consortium Agreement, the Interim Investors Agreement or any other document contemplated thereby or any document or instrument delivered in connection hereunder or thereunder (collectively, the “Transaction Documents”), but subject to ‎Section 9.08, the maximum aggregate liability, whether in equity or at Law, in Contract, in tort or otherwise, of the Parent Group collectively (A) under this Agreement or any other Transaction Document, (B) in connection with the failure of the Merger or the other transactions contemplated hereunder or under the Transaction Documents (including the Financing) to be consummated, or (C) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any other Transaction Document, shall not exceed under any circumstances an amount equal to the sum of (i) the Parent Termination Fee, if any, due and owing to the Company Acquisition” pursuant to ‎Section 8.06(b), and (ii) the Company Reimbursement. (iv) Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, but subject to ‎Section 9.08, the maximum aggregate liability, whether in equity or at Law, in Contract, in tort or otherwise, of the Company Group collectively (A) under this Agreement or any other Transaction Document, (B) in connection with the failure of the Merger or the other transactions contemplated hereunder or under the Transaction Documents (including the Financing) to be consummated, or (C) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any other Transaction Document, shall mean not exceed under any transaction contemplated by circumstances an Acquisition Proposalamount equal to the sum of (i) the Company Termination Fee, if any, due and owing to Parent pursuant to ‎Section 8.06(a), and (ii) the amounts, if any, due and owing under ‎Section 8.06(d).

Termination Fee. (ia) The Company shall promptlywill pay, but in no event later than two Business Days after the date or cause to be paid, to one or more designees of such termination, pay to Acquiror in immediately available funds THL an amount equal $1,250,000 in cash to US$30,000,000 (the “Company Termination Fee”) in the event (i) if this Agreement is terminated by THL pursuant to Section 8.1(g)8.04, Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event (ii) if this Agreement is terminated by the Company pursuant to Section 8.1(b), Section 8.1(d‎Section 8.03(b) or ‎Section 8.03(c), or Section 8.1(f(iii) if (A) this Agreement is terminated by either the Company or THL pursuant to ‎Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to ‎Section 8.06(b)(ii)), if following (B) after the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have a Competing Transaction has been made known to the Company, or has been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person disclosed and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosednot withdrawn, and either (AC) within twelve (12) months of such termination the Company or any of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction (provided that for purposes of this ‎Section 8.06(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (b) THL will pay, or cause to be paid, to the Company an amount equal to US$60,000,000 (the “THL Termination Fee”) (i) if this Agreement is terminated by the Company pursuant to ‎Section 8.03(a) or ‎8.03(d) or (ii) if (x) this Agreement is terminated by the Company or THL pursuant to ‎Section 8.02(a) or ‎Section 8.02(b) (to the extent the relevant Order is imposed by applicable PRC Governmental Authority primarily relating to any PRC Regulatory Filing), (y) the condition set forth in ‎Section 7.01(a) (to the extent the relevant Order is imposed by applicable PRC Governmental Authority primarily relating to any PRC Regulatory Filing) and/or the condition set forth in Section 7.02(e) has not been satisfied and has not been waived as of the date of such termination, but all other conditions set forth in ‎Section 7.01 and ‎Section 7.02 otherwise have been satisfied (other than those conditions that by their nature are to be satisfied at Closing, but which conditions would have been satisfied if the Closing Date were the date of such termination) or waived, and (z) the Company has complied with its covenants in Section 6.06 with respect to relevant PRC Regulatory Filings in all material respects, such payment to be made as promptly as possible (but in any event within ten (10) Business Days) following such termination by wire transfer of same day funds; it being understood that in no event shall THL be required to pay the THL Termination Fee on more than one occasion. (c) In the event that the Company fails to pay the Company Termination Fee, or THL fails to pay the THL Termination Fee, when due and in accordance with the requirements of this Agreement, the Company or THL, as the case may be, shall reimburse the other party for reasonable costs and expenses actually incurred or accrued by the other party (including fees and expenses of counsel) in connection with the collection under and enforcement of this ‎Section 8.06, together with interest on such unpaid Company Termination Fee or THL Termination Fee, as the case may be, commencing on the date that the Company Termination Fee or THL Termination Fee, as the case may be, became due, at the prime rate as published in the Wall Street Journal Table of Money Rates on such date plus 1.00%. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder. (d) Each of the Company, THL and Parent acknowledges that (i) the agreements contained in this ‎Section 8.06 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Company Acquisition Termination Fee or THL Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to ‎Section 8.06(a) or ‎Section 8.06(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate THL or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this ‎Section 8.06, the parties hereto would not have entered into this Agreement. (e) Notwithstanding any other provision of this Agreement but subject to ‎Section 9.08, in the event that THL or Parent fails to effect the Merger for any reason or no reason or they otherwise breach this Agreement (whether willfully, intentionally, unintentionally or otherwise) or otherwise fail to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then the Company’s right to terminate this Agreement and receive the THL Termination Fee pursuant to ‎Section 8.06(b) and the expenses pursuant to ‎Section 8.06(c) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise, except any available equitable remedies in accordance with ‎Section 9.08) of any Group Company and all members of the Company Group (as defined below) is consummatedagainst (i) THL and Parent, (ii) the former, current and future direct or indirect holders of any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, successors or assignees of THL or Parent, (iii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to THL or Parent or (iv) any former, current or future direct or indirect holders of any equity, stock, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, successors or assignees of any of the foregoing (clauses (i) through (iv), collectively, the “THL Group”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Merger or the other Transactions to be consummated (whether willfully, intentionally, unintentionally or otherwise). For the avoidance of doubt, without limitation to the Company’s remedies pursuant to ‎Section 9.08, (A) neither THL nor any other member of the THL Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment of the THL Termination Fee pursuant to ‎Section 8.06(b) and the expenses pursuant to ‎Section 8.06(c), and (B) in no event shall any Group Company, the direct or indirect shareholders of the Company enters into a letter of intent or similar document or any Contract providing for other Group Company, or any of their respective Affiliates, directors, officers, employees, members, managers, partners, representatives, advisors or agents of the foregoing, (collectively, the “Company Acquisition within twelve Group”) seek, or permit to be sought, on behalf of any member of the Company Group, any monetary damages from any member of the THL Group in connection with this Agreement or any of the Transactions other than (12without duplication) months following from THL or Parent to the termination extent provided in ‎Section 8.06(b) and ‎Section 8.06(c). (f) Notwithstanding any other provision of this Agreement and any Company Acquisition is later consummatedbut subject to ‎Section 9.08, in which case such amount the event that Company fails to effect the Merger for any reason or no reason or otherwise breaches this Agreement (whether willfully, intentionally, unintentionally or otherwise) or otherwise fails to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then THL’s right to terminate this Agreement and receive the Company Termination Fee pursuant to ‎Section 8.06(a) and the expenses pursuant to ‎Section 8.06(c) shall be paid promptlythe sole and exclusive remedy (whether at law, but in equity, in contract, in tort or otherwise, except any available equitable remedies in accordance with ‎Section 9.08) of THL and Parent against any member of the Company Group for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Merger or the other Transactions to be consummated (whether willfully, intentionally, unintentionally or otherwise). For the avoidance of doubt, without limitation to THL’s and Parent’s remedies pursuant to ‎Section 9.08, (A) none of the Group Companies shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment of the Company Termination Fee pursuant to ‎Section 8.06(a) and the expenses pursuant to ‎Section 8.06(c), and (B) in no event later shall any member of the THL Group seek, or permit to be sought, on behalf of any member of the THL Group, any monetary damages from any member of the Company Group in connection with this Agreement or any of the Transactions, other than two (2without duplication) business days, after from any of the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition ProposalGroup Companies to the extent provided in ‎Section 8.06(a) and ‎Section 8.06(c).

Termination Fee. (a) In the event that: (i) Company (A) a bona fide Acquisition Proposal shall promptlyhave been made, but in no event later than two Business Days proposed or communicated (and not withdrawn) by a Third Party after the date hereof and prior to the Shareholders’ Meeting (or prior to the termination of this Agreement if there has been no Shareholders’ Meeting), and (B) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) (without the board of directors of the Company having made any Company Adverse Recommendation), and within twelve (12) months after such terminationtermination the Company or any of its Subsidiaries shall enter into a definitive agreement with any Third Party with respect to an Acquisition Proposal (provided that for purposes of this Section 8.3(a), all references to “15%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”); or (ii) (A) this Agreement is terminated by Parent pursuant to Section 8.1(c), or (B) this Agreement is terminated by the Company pursuant to Section 8.1(d)(ii) or Section 8.1(d)(iii); then, in any such event under clause (i) or (ii) of this Section 8.3(a), the Company shall pay to Acquiror in immediately available funds an if and as directed by Parent or its designee a cash amount equal $1,250,000 in cash to US$3,940,429 (the “Termination Fee”) to Parent or its designee by wire transfer of same day funds, within five (5) Business Days after such termination; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. In the event that Parent or its designee shall receive full payment of the Termination Fee pursuant to this Section 8.3(a), the receipt of the Termination Fee and the expenses referred to in Section 8.3(c) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement is terminated (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Representatives arising out of or in connection with this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.3(a) shall limit the rights of Parent and Merger Sub under Section 9.11. (b) In the event that the Company shall terminate this Agreement pursuant to Section 8.1(g8.1(d)(i), Section 8.1(h), or Section 8.1(i). Company Parent shall pay or cause to Acquiror be paid to the Termination Fee Company or its designee promptly (but in any event no later than five (5) Business Days) after the event Company validly terminates this Agreement is terminated pursuant to Section 8.1(b8.1(d)(i) a termination fee equal to US$3,940,429 (the “Parent Termination Fee”). In the event that the Company shall receive full payment pursuant to this Section 8.3(b) and reimbursement of any applicable expenses pursuant to Section 8.3(c), Section 8.1(d), the receipt of the Parent Termination Fee and such expenses shall be deemed to be liquidated damages for any and all losses or Section 8.1(f), if following the date hereof and prior to damages suffered or incurred by the Company Meeting or any other Person in connection with this Agreement, and the transactions contemplated hereby (orand the abandonment or termination thereof) or any matter forming the basis for such termination, and neither the Company nor any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective former, current or future Representatives or Affiliates arising out of or in connection with this Agreement or any of the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.3(b) shall limit the rights of the Company under Section 9.11. (c) Each of the parties hereto acknowledge that the agreements contained in this Section 8.3 are an integral part of the Merger, and that without these agreements the other parties would not enter into this Agreement; accordingly, if the Company Meeting shall not have been convenedor Parent, prior as the case may be, fails to termination of timely pay any amount due pursuant to this Agreement)Section 8.3, and, in order to obtain the payment, Parent or the Company, as the case may be, commences an Acquisition Proposal shall have been publicly announced by any personAction which results in a judgment against the other party, shall have been made with respect to Company’s stockholders by any personParent or Merger Sub, or shall have been made to Company by any person and subsequently (and prior parties, with respect to the Company Meetingfor the payment set forth in this Section 8.3, such paying party shall pay the other party or parties, as applicable, its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) publicly announced or otherwise publicly disclosedin connection with such Action, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case together with interest on such amount shall at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be paid promptly, but in no event later than two (2) business days, after made through the consummation of date such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposalpayment is actually received.

Termination Fee. (ia) Company shall promptly, but in no event later than two Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in In the event that this Agreement is terminated by: (i) the Company pursuant to Section 8.1(g7.1(e)(ii), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated ; (ii) Parent pursuant to Section 8.1(b7.1(d); or (iii) by the Company or Parent pursuant to Section 7.1(b)(iii) if, Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting Stockholders Meeting: (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition A) a Takeover Proposal shall have been publicly announced by any persondisclosed, announced, commenced, submitted or made; (B) such Takeover Proposal shall not have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and withdrawn at least five days prior to the Company Stockholders Meeting) publicly announced or otherwise publicly disclosed, ; and either (AC) within twelve (12) months following 180 days after the date of the termination of this Agreement, any the Company and the Person who had commenced, submitted or made such Takeover Proposal consummate an Acquisition Transaction, then, in the case of clause “(as defined below) is consummated, or i)” and clause “(B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination ii)” of this Agreement and any Company Acquisition is later consummatedsentence, at the time of termination or, in which the case such amount of clause “(iii)” of this sentence, at the time of consummation of the Acquisition Transaction referred to in clause “(iii)” of this sentence, the Company shall pay to Parent, a fee of $1,622,000 minus any amounts previously paid by the Company pursuant to Section 7.3(b), in cash. Such payment shall be paid promptlymade by wire transfer of immediately available funds to an account to be designated by Parent. (b) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(iii), but the Company shall reimburse Parent for reasonable, documented, out-of-pocket Expenses incurred by Parent and Merger Sub in no event later than two (2) an amount not to exceed $500,000. Such payment shall be made by wire transfer of immediately available funds to an account to be designated by Parent within 10 business days, after days of the consummation Company’s receipt of adequate documentation of the amount of such Company Acquisition. Expenses. (c) For purposes of this Agreement, an “Company AcquisitionAcquisition Transaction” shall mean means any transaction contemplated by or series of transactions involving: (A) an Acquisition Proposalacquisition (whether in a single transaction or a series of related transactions) of assets of the Company and its Subsidiaries having a fair market value equal to 50% or more of the consolidated assets of the Company and its Subsidiaries, taken as a whole; (B) a direct or indirect acquisition (whether in a single transaction or a series of related transactions) of 50% or more of the voting power of the Company; (C) a tender offer or exchange offer that if consummated would result in any Person beneficially owning 50% or more of the voting power of the Company; or (D) a merger, consolidation, share exchange, business combination, recapitalization or similar transaction involving the Company or involving any Subsidiary (or Subsidiaries) (other than: (1) mergers, consolidations, business combinations or similar transactions involving solely the Company and/or one or more Subsidiaries of the Company; and (2) mergers, consolidations, business combinations or similar transactions that if consummated would result in a Person beneficially owning not more than 50% of any class of equity securities of the Company or any of its Subsidiaries.

Termination Fee. (ia) Company shall promptly, but in no event later than two Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event The parties agree that if this Agreement is terminated pursuant to Section 8.1(g7.1(d), then the Company shall reimburse the Parent for its actual and reasonable out-of-pocket expenses in an amount not to exceed $5,000,000 (five million dollars) (the “Expense Reimbursement”) within two (2) Business Days of such termination. For the avoidance of doubt, (i) in no event shall the Company be required to pay the Expense Reimbursement on more than one (1) occasion and (ii) in no event shall the sum of the Expense Reimbursement and Termination Fee payable by the Company exceed $48,270,000. (b) The parties agree that if this Agreement is terminated by Parent pursuant to Section 8.1(h7.1(e) or by the Company pursuant to Section 7.1(f), or Section 8.1(i). then the Company shall pay (or cause to Acquiror the Termination Fee be paid) to Parent prior to or concurrently with such termination, in the event case of a termination by the Company, or within two (2) Business Days thereafter, in the case of a termination by Parent, a termination fee equal to $48,270,000 (the “Termination Fee”). (c) The parties agree that if this Agreement is terminated pursuant to Section 8.1(b7.1(b), Section 8.1(d)7.1(d) or 7.1(g) and, or Section 8.1(f)in any such case, if following (1) after the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to date of termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior with respect to the Company Meeting) publicly announced is made to the Company or the Company Board, is made public by the Company or any other Person, or otherwise publicly disclosedmade generally known to the Company’s stockholders, and either is not withdrawn and (A2) within twelve (12) months following after such termination, the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent definitive agreement with respect to any Acquisition Proposal and such Acquisition Proposal is thereafter consummated (which need not be the same Acquisition Proposal that was made, disclosed or similar document or any Contract providing for any Company Acquisition within twelve (12) months following communicated prior to the termination hereof), then the Company shall pay (or cause to be paid) the Termination Fee to Parent, prior to or concurrently with the consummation of such transaction, less the amount of any Expense Reimbursement previously paid pursuant to Section 7.3(a). For purposes of only subclause (2) of this Section 7.3(c), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 8.4, except that the references to “20%” shall be deemed to be references to “50%”. (d) The Company acknowledges that the agreement contained in this Section 7.3 is an integral part of this Agreement and that, without this Section 7.3, Merger Sub and Parent would not have entered into this Agreement. Accordingly, if the Company fails to promptly pay any amount due pursuant to this Section 7.3, the Company Acquisition is later consummatedshall pay to Merger Sub all reasonable fees, costs and expenses of enforcement (including reasonable attorneys’ fees as well as reasonable expenses incurred in connection with any action initiated by Parent and/or Merger Sub), together with interest on the amount of the Termination Fee at the prime lending rate as published in The Wall Street Journal, in which case effect on the date such amount shall be paid promptlypayment is made. (e) For the avoidance of doubt, but in no event later shall the Company be required to pay the Termination Fee on more than two one (21) business daysoccasion. (f) Subject to Parent’s and Merger Sub’s rights set forth in Section 8.14, after Parent’s right to receive payment from the consummation Company of such the Termination Fee shall be the sole and exclusive remedy of Parent and Merger Sub against the Company, the Company Acquisition. For purposes Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates (collectively, “Company Related Parties”) under circumstances requiring the payment thereof pursuant to this Section 7.3 for any loss suffered as a result of the failure of the transactions contemplated by this Agreement, “including the Merger, to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount, none of the Company Acquisition” Related Parties shall mean have any transaction further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by an Acquisition Proposalthis Agreement, including the Merger (except that the Company shall also be obligated with respect to Section 7.3(d) and except that the applicable Company Related Parties shall remain obligated for, and Parent and its affiliates may be entitled to remedies with respect to the provisions and agreements surviving such termination pursuant to Section 7.2). For the avoidance of doubt, while Parent and Merger Sub may pursue both a grant of specific performance in accordance with Section 8.14 and the payment of the Termination Fee under Section 7.3, under no circumstances shall Parent and Merger Sub be permitted or entitled to receive both a grant of specific performance and the Termination Fee.

Termination Fee. (a) In the event that: (i) (A) an Acquisition Proposal (whether or not conditional) is made directly to the Company’s stockholders or is otherwise publicly disclosed or otherwise communicated to senior management of the Company or the Company Board, (B) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b) or by Parent pursuant to Section 7.1(f) or (h), (C) immediately prior to the termination of this Agreement, the number of Company Shares tendered pursuant to the Offer (and not validly withdrawn) shall promptlynot have satisfied the Minimum Condition, but in no event later than two Business Days and (D) within 12 months after the date of such termination, pay the Company enters into an definitive agreement in respect of any Acquisition Proposal, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to Acquiror in immediately available funds an amount equal $1,250,000 in cash termination hereof (the provided, that for purposes of this clause (C), each reference to “Termination Fee”) 15%” in the event definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”), then, within five (5) Business Days after such acquisition is consummated, the Company shall cause to be paid to Parent, in cash, a termination fee in the amount of $2,900,000; or (ii) this Agreement is validly terminated by Parent pursuant to Section 8.1(g), Section 8.1(h), 7.1(d) or Section 8.1(i). by the Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b7.1(e), Section 8.1(d)then, or Section 8.1(f), if following the date hereof and prior to the Company Meeting within five (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting5) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following Business Days after the termination of this Agreement and any pursuant to Section 7.1(d) or Section 7.1(e), the Company Acquisition is later consummatedshall cause to be paid to Parent, in which case cash, a termination fee in the amount of $2,900,000; provided, however that the payment by the Company of such amount shall be paid promptlynot relieve the Company from any liability or damage resulting from fraud or any Willful Breach of any of its representations, but warranties, covenants or agreements set forth in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. (ia) Company shall promptlySubject to LFG’s receipt of Bankruptcy Court approval of the Bankruptcy Motion, but in no event later than two Business Days after including the date Bankruptcy Court’s approval of such terminationLFG’s obligations under this Section 7.03, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event that this Agreement is terminated by (i) Acquiror pursuant to Section 8.1(g7.01(b) or Section 7.01(j) or (ii) LFG pursuant to Section 7.01(i), Section 8.1(h), or Section 8.1(i). Company shall then LFG will pay to Acquiror the Termination Fee in Fee. In the event that this Agreement is terminated by LFG pursuant to Section 8.1(b7.01(c), Section 8.1(d)then Acquiror will pay to LFG the Termination Fee. (b) The Termination Fee will be payable by Acquiror or LFG without setoff, or Section 8.1(f)as the case may be, if following by wire transfer in immediately available funds, to an account specified by the date hereof and prior parties entitled to receive the Company Meeting Termination Fee, not later than ten (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting10) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months Business Days following the termination of this Agreement. (c) The parties hereby acknowledge that the agreements contained in this Section 7.03, any Company Acquisition are an integral part of the transactions contemplated hereby, and, that without these agreements the parties would not enter into this Agreement; accordingly, if LFG or Acquiror, as the case may be, fails to pay promptly the Termination Fee payable by it pursuant to this Section 7.03 when due, then LFG or Acquiror, as the case may be, shall pay to Acquiror or LFG, as applicable, its costs and expenses (as defined belowincluding attorneys’ fees) is consummatedin connection with collecting such termination fee, or (B) Company enters into a letter together with interest on the amount of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination fee at the prime rate of Citibank, N.A. from the date such payment was due under this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after until the consummation date of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposalpayment.

Termination Fee. (a) In the event that this Agreement is terminated (i) by Purchasers or the Company shall promptlypursuant to Section 9.2(a) and the Shareholder Approval has not been obtained on or prior to such date of termination, but or (ii) by Purchasers pursuant to Section 9.3(i) then the Company will pay, or cause to be paid, to Purchasers or to accounts designated by Purchasers in no event later than writing, by wire transfer of immediately available funds, an amount equal to $500,000.00 (the “Termination Fee”), which Termination Fee will be made within two (2) Business Days after such termination. (b) In the event that (i) this Agreement is terminated (A) by Purchasers or the Company pursuant to Section 9.2(a) and the Shareholder Approval has not been obtained on or prior to such date of termination, or (B) by Purchasers pursuant to Section 9.3(i), and (ii) the Company enters into an agreement to consummate a Financing Proposal or Change of Control prior to the date that is the one-year anniversary of the date of such termination, in addition to the Termination Fee, the Company will pay, or cause to be paid, to Purchasers or to accounts designated by Purchasers in writing, by wire transfer of immediately available funds, an amount equal to (x) $500,000.00 in respect of a Change of Control or (y) $250,000.00 in respect of a Financing Proposal (such amount in clauses (x) and (y), as applicable, the “Additional Termination Fee”), which Additional Termination Fee will be made within two (2) Business Days after the closing of such Financing Proposal or within two (2) Business Days after the entering into of an agreement with respect to a Change of Control. In the event that the Company is obligated to pay any Additional Termination Fee in respect of a Financing Proposal pursuant to Acquiror this Section 9.6(b) and subsequently enters into an agreement to consummate a Change of Control prior to the date that is the one-year anniversary of the date of termination, in addition to the Termination Fee and the Additional Termination Fee, the Company will pay, or cause to be paid, to Purchasers or to accounts designated by Purchasers in writing by wire transfer of immediately available funds an amount equal to $1,250,000 in cash 250,000.00, which shall be paid within two (the “Termination Fee”2) in Business Days after entering into an agreement with respect to such Change of Control. (c) In the event that this Agreement is terminated by Purchasers pursuant to Section 8.1(g9.3(ii) or Section 9.3(iii), Section 8.1(h)then the Company will pay, or cause to be paid, to Purchasers or to accounts designated by Purchasers in writing, by wire transfer of immediately available funds, an amount equal to $1,000,000.00, which fee will be paid within two (2) Business Days after such termination. (d) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(i)9.4, then the Company will pay, or cause to be paid, to Purchasers or to accounts designated by Purchasers in writing, by wire transfer of immediately available funds, an amount equal to $1,000,000.00, which fee will be paid concurrently with termination. (e) Subject to the approval of the TSX, all fees payable pursuant to this Section 9.6 shall be payable in cash or Common Shares (determined by reference to the Fair Market Value of Common Shares on such payment date) or a combination thereof, at the election of Purchasers. The Purchaser shall, within twenty-four (24) hours of its termination of the Agreement or receipt of notice of termination by the Company, give notice to the Company regarding the form of payment the Purchasers desire. Notwithstanding the provisions of this Section 9.6, if a Purchaser elects to be paid in Common Shares, the Company shall issue and deliver such Common Shares to the Purchaser within two (2) Business Days of the Company receiving the approval of the TSX for the issuance of such shares and shall use reasonable best efforts to procure the approval of the TSX for such issuance. (f) Each of the Company and the Purchasers acknowledge and agree that the fees set forth in this Section 9.6 are not penalties, but rather liquidated damages in amounts reasonably estimated by the parties to compensate the Purchasers for opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby. Accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 9.6, and, in order to obtain such payment, the Purchasers commence a suit which results in a judgment against the Company for the fees set forth in this Section 9.6, the Company shall pay to Acquiror the Termination Fee Purchasers their costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on any unpaid amount of the event fees set forth in this Agreement is terminated Section 9.6 at the rate on six-month U.S. Treasury obligations, plus 300 basis points, in effect on the date such payment was required to be made, calculated on a daily basis from the date the applicable fee was required to be paid until the date of the actual payment. (g) Any right to receive a payment pursuant to this Section 9 shall not in any way affect the Purchasers’ right to also receive reimbursement of expenses pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal10.2.

Termination Fee. (a) If, but only if, the Agreement is terminated by: (i) (x) either Buyer (without joinder by Merger Sub) or the Company shall promptly, but in no event later than two Business Days pursuant to Section 7.1(b) or by Buyer pursuant to Section 7.1(d) and (y) (A) after the date of this Agreement and prior to such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event this Agreement is terminated pursuant to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition receives a Competing Proposal shall have been from a third party that is publicly disclosed or a third party has publicly announced by any person, shall have been made an intention (whether or not conditional) to Company’s stockholders by any person, or shall have been made to Company by any person make a Competing Proposal and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (AB) within twelve (12) 12 months following after the termination of this Agreement, any the Company enters into an Alternative Acquisition (as defined below) Agreement with such third party and the Competing Proposal contemplated thereby is consummated, then the Company will pay, or cause to be paid, to Buyer the Termination Fee contemporaneously with the earlier of the execution of the Alternative Acquisition Agreement or the consummation of the transaction arising from such Competing Proposal (Bexcept that for purposes of this Section 7.3(a)(i), the references to “15%” in the definition of “Competing Proposal” will be deemed to be references to “50%”); (ii) the Company enters into a letter pursuant to Section 7.1(e), then the Company will pay, or cause to be paid, to Buyer the Termination Fee concurrently with such termination; (iii) Buyer pursuant to Section 7.1(f), the Company will pay, or cause to be paid, to Buyer the Termination Fee not later than the second Business Day following such termination; or (iv) Buyer pursuant to Section 7.1(g), then the Company will pay or cause to be paid, to Buyer, Buyer’s reasonable and documented out-of-pocket fees and expenses up to $1,500,000 accrued from the date hereof through the date of intent termination in connection with the Financing and the negotiation or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination preparation of this Agreement and any Company Acquisition is later consummatedor the Transactions contemplated hereby (including the Financing). (b) Notwithstanding anything to the contrary set forth in this Agreement, in which case such amount shall be paid promptly, but the Parties agree that in no event later will the Company be required to pay the Termination Fee on more than two one occasion. (2c) business daysNotwithstanding anything to the contrary set forth in this Agreement, after (i) Buyer’s right to receive payment from the Company of the Termination Fee pursuant to this Section 7.3 will constitute the sole and exclusive remedy of Buyer and Merger Sub against (i) the Company and its Subsidiaries, (ii) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of the Company or any of its Subsidiaries, and (iii) any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing (collectively, the “Company Related Parties”) for all losses and damages suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount, none of the Company Related Parties will have any further liability or obligation relating to or arising out of this Agreement or the Transactions (except that the Company will also be obligated with respect to Section 7.3(d)). (d) Each of the Parties hereto acknowledges that (i) the agreements contained in this Section 7.3 are an integral part of the Transactions, (ii) the Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Buyer in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of such Company Acquisition. For purposes of the Transactions, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the Parties would not enter into this Agreement. Accordingly, “if the Company Acquisition” shall mean fails to timely pay any transaction contemplated amount due pursuant to this Section 7.3 and, in order to obtain such payment, Buyer commences a suit that results in a judgment against the Company for the payment of the Termination Fee, the Company will pay Buyer its reasonable, documented out-of-pocket costs and expenses in connection with such suit, together with interest on such amount at the annual rate of 5% plus the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by an Acquisition Proposalapplicable Law.

Termination Fee. (a) If this Agreement shall be terminated: (i) by the Company pursuant to Section 9.1(c)(iv), then, substantially concurrently with, and as a condition to such termination, the Company shall promptlycause the third party that made the applicable Company Superior Proposal (or its designee) to pay the Acquiror, but subject to applicable Law and Section 9.2(c), a non-refundable fee in no event later than two Business Days an amount equal to $7,029,482.00, which is equal to 3.0% of the net asset value of the Company as of September 30, 2023 (the “Company Termination Fee”); or (ii) (A) by (x) the Acquiror or the Company pursuant to Sections 9.1(b)(ii) or 9.1(b)(iii) or (y) the Acquiror pursuant to Section 9.1(d)(i) (solely to the extent that the Company 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, pay has not been withdrawn (1) with respect to Acquiror in immediately available funds an amount equal $1,250,000 in cash any termination pursuant to Sections 9.1(b)(ii) or 9.1(d)(i), prior to the date of such termination and (the “Termination Fee”2) in the event this Agreement is terminated with respect to any termination pursuant to Section 8.1(g9.1(b)(iii), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the time of the duly held Company Meeting Stockholders Meeting, and (or, if C) the Company Meeting shall not have been convened, prior enters into a definitive Contract with respect to termination of this Agreement), an Acquisition such Takeover Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) 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), then, within two (2) Business Days after the termination of this Agreement, any Company Acquisition (as defined below) date that such Takeover Proposal is consummated, the Company shall cause the third party that made such Takeover Proposal (or its designee) to pay the Acquiror, subject to applicable Law and Section 9.2(c), the Company Termination Fee; provided, that for purposes of this Section 9.2(a)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” The Company Termination Fee shall be paid by wire transfer of immediately available funds to the Acquiror or, at the election of the Acquiror, to one of its Consolidated Subsidiaries, to an account designated in writing to the Company by the Acquiror if the Acquiror shall have furnished to the Company wire payment instructions prior to the date of payment or, otherwise, by certified or official bank check. (b) If this Agreement shall be terminated: (i) by the Acquiror pursuant to Section 9.1(d)(iv), then, substantially concurrently with, and as a condition to such termination, the Acquiror shall cause the third party that made the applicable Acquiror Superior Proposal (or its designee) to pay the Company, subject to applicable Law and Section 9.2(c), a non-refundable fee in an amount equal to $29,905,339.00, which is equal to 3.0% of the net asset value of the Acquiror as of September 30, 2023 (the “Acquiror Termination Fee”); or (ii) (A) by (x) the Acquiror or the Company pursuant to Sections 9.1(b)(ii) or 9.1(b)(iv) or (y) the Company pursuant to Section 9.1(c)(i) (solely to the extent that the Acquiror has committed a willful or intentional breach), (B) Company 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 Sections 9.1(b)(ii) or 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 Acquiror Stockholders Meeting, and (C) the Acquiror enters into a letter of intent or similar document or any definitive Contract providing for any Company Acquisition 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 the termination of this Agreement and any Company Acquisition is later consummatedsuch twelve (12)-month period), in which case such amount shall be paid promptlythen, but in no event later than within two (2) business days, Business Days after the consummation date that such Takeover Proposal is consummated, the Acquiror shall cause the third party that made such Takeover Proposal (or its designee) to pay the Company, subject to applicable Law and Section 9.2(c), the Acquiror Termination Fee; provided, that for purposes of this Section 9.2(b)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” The Acquiror Termination Fee shall be paid by wire transfer of immediately available funds to the Company or, at the election of the Company, to one of its Consolidated Subsidiaries, to an account designated in writing to the Acquiror by the Company if the Company shall have furnished to the Acquiror wire payment instructions prior to the date of payment or, otherwise, by certified or official bank check. (c) Notwithstanding anything to the contrary in this Agreement, the Company Termination Fee or the Acquiror Termination Fee, as applicable, shall not be due and payable pursuant to this Section 9.2 if the SEC informs the Company or the Acquiror that the payment of such Company Acquisition. For purposes Termination Fee or Acquiror Termination Fee is prohibited under applicable Law, and the Company (in the case of an Acquiror Termination Fee) or the Acquiror (in the case of a Company Termination Fee) is unable to obtain appropriate relief from the SEC to permit the payment of such Company Termination Fee or Acquiror Termination Fee. (d) Each of the parties hereto acknowledges that the agreements contained in this Section 9.2 are an integral part of the transactions contemplated hereby, and without these agreements, the parties would not enter into this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by Parent while pursuing the Merger, in the event that: (i) this Agreement is terminated by Parent pursuant to Section 8.1(f); (ii) (A) an Acquisition Proposal with respect to the Company shall promptlyhave been communicated to or otherwise made known to the stockholders, but in no event later than two Business Days senior management or Board of Directors of the Company, or any Person or group of Persons shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company after the date of this Agreement, (B) thereafter this Agreement is terminated by Parent or the Company pursuant to Section 8.1(e) (if the Requisite Company Stockholder Vote has not theretofore been obtained), (2) by Parent pursuant to Section 8.1(d) for breach by the Company under Section 6.1 or 6.3 or (3) by Parent or the Company pursuant to Section 8.1(c) and (C) prior to the date that is twelve (12) months after the date of such terminationtermination the Company consummates a transaction of a type set forth in the definition of “Acquisition Proposal” or enters into any definitive agreement relating to a transaction of a type set forth in the definition of “Acquisition Proposal”; or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(g); then, the Company shall pay to Acquiror in Parent, by wire transfer of immediately available funds an amount funds, a termination fee equal to $1,250,000 in cash 10,000,000 (the “Termination Fee”) in within two (2) Business Days following the event this Agreement is terminated date of such termination; provided, that any Termination Fee payable pursuant to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company 8.3(a)(ii) shall pay to Acquiror be paid on the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following earlier of the date hereof such transaction is consummated or such definitive agreement is entered into. (b) Parent and prior to the Company Meeting (oreach agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company Meeting fails promptly to pay any amounts due under this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for such amounts, the Company shall not have been convened, prior pay interest on such amounts from the date payment of such amounts were due to termination the date of this Agreementactual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal (or any reasonably similar successor publication thereto), an Acquisition Proposal shall have been publicly announced by any persondesignated therein as the “prime rate” on the date such payment was due, shall have been made to Company’s stockholders by any personplus (ii) 100 basis points, or shall have been made to Company by any person together with the costs and subsequently expenses of Parent (including reasonable legal fees and prior to the Company Meetingexpenses) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case connection with such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposalsuit.

Termination Fee. (ia) Company shall promptly, but in no event later than two Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event If this Agreement is terminated by the Company pursuant to Section 8.1(g)8.03 or by Buyer pursuant to Section 8.04, Section 8.1(h), or Section 8.1(i). the Company shall pay to Acquiror Buyer, by wire transfer of immediately available funds to an account designated by Buyer, the Termination Fee in amount of $10,000,000 (the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f)"INITIAL TERMINATION FEE") within five (5) Business Days following such termination and, if following (i) at the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to time of such termination of this Agreement), an Acquisition Proposal there shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior communicated to the Company Meeting) publicly announced or otherwise publicly disclosed, Board a Superior Acquisition Proposal and either (Aii) within twelve (12) months following after such termination, the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter definitive agreement with respect to such Superior Acquisition Proposal, then the Company shall pay to Buyer, by wire transfer of intent or similar document or any Contract providing for any immediately available funds to an account designated by Buyer, the amount of $5,000,000 (the "SUBSEQUENT TERMINATION FEE", together with the Initial Termination Fee, referred to as the "TERMINATION FEE") within the next five (5) Business Days following such execution. (b) The payment of the Termination Fee shall serve as full liquidated damages hereunder, and Buyer hereby waives all claims against the Company Acquisition within twelve and the Subsidiaries hereunder in respect of the circumstances requiring such payment. (12c) months following the termination of Each party shall bear its own expenses in connection with this Agreement and any Company Acquisition is later consummatedthe transactions contemplated hereby. (d) The Parties acknowledge that the agreements contained in this Section 8.06 are an integral part of the Merger, in which case such amount shall be paid promptlyand that, but in no event later than two (2) business dayswithout these agreements, after the consummation of such Company Acquisition. For purposes of Parties would not enter into this Agreement. If the Company fails to promptly pay to Buyer the Termination Fee, “the Company Acquisition” shall mean pay the costs and expenses (including reasonable legal fees and expenses) in connection with any transaction contemplated by an Acquisition Proposalaction, including the filing of any lawsuit or other legal action, taken to collect payment thereof.

Termination Fee. (a) In the event that this Agreement is terminated by Seller pursuant to Section 7.1(e), then, Seller shall pay to Buyer, by wire transfer of immediately available funds: (i) Company shall promptly, but a fee in no event later than two Business Days after the date amount of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash 15,700,000 (the “Termination Fee”) in the event this Agreement is terminated pursuant to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following substantially concurrently with the termination of this Agreement, plus (ii) any Company Acquisition reasonable and reasonably documented Expenses that have been incurred by Buyer before and up to the date of termination (as defined below“Buyer’s Transaction Expenses”) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business daysBusiness Days after delivery by Buyer to Seller of a written statement setting forth the amount thereof and attaching applicable reasonable documentation, after it being understood that in no event shall the consummation payment for Buyer’s Transaction Expenses under this Section 7.3(a)(ii) exceed $3,000,000. (b) Notwithstanding anything in this Agreement to the contrary, subject to Section 9.11, in the event that this Agreement is terminated under circumstances where the Termination Fee and Buyer’s Transaction Expenses are payable pursuant to this Section 7.3, the payment of the Termination Fee together with the Buyer’s Transaction Expenses shall be the sole and exclusive remedy of Buyer against Seller and its Affiliates and any of their respective former, current or future stockholders, or Representatives (the “Seller Related Parties”) for all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such Company Acquisition. For purposes amount, none of the Seller Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, “Company Acquisition” shall mean any transaction Agreement or the transactions contemplated by an Acquisition Proposalhereby.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by Buyer while structuring and pursuing the Merger, Company shall pay to Buyer a termination fee equal to $10,000,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by Buyer in the event of any of the following: (i) in the event Buyer terminates this Agreement pursuant to Section 7.01(g), Company shall promptly, but in no event later than pay Buyer the Termination Fee within two (2) Business Days after receipt of Buyer’s notification of such termination; or (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Company or has been made directly to its shareholders generally (and not withdrawn) or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Company and (A) thereafter this Agreement is terminated by either Buyer or Company pursuant to Section 7.01(c) or Section 7.01(f) (without the Requisite Company Shareholder Approval having been obtained) or if this Agreement is terminated by Buyer pursuant to Section 7.01(d) or Section 7.01(e), and (B) prior to the date that is six (6) months after the date of such termination, Company enters into any agreement to consummate, or consummates an Acquisition Transaction (provided that the Acquisition Transaction relates to the same Acquisition Proposal as that referred to above), then Company shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay Buyer the Termination Fee, provided, that for purposes of this Section 7.02(a), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%”. (b) In recognition of the efforts, expenses and other opportunities foregone by Company while structuring and pursuing the Merger, Buyer shall pay to Acquiror in Company an amount equal to the Termination Fee, by wire transfer of immediately available funds to an amount equal $1,250,000 account specified by Company in cash the event of any of the following: (the “Termination Fee”i) in the event Company terminates this Agreement is terminated pursuant to Section 8.1(g7.01(h), Section 8.1(h), or Section 8.1(i). Company Buyer shall pay to Acquiror Company the Termination Fee within two (2) Business Days after receipt of Company’s notification of such termination; or (ii) in the event that after the date of this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, (A) there is a publicly announced inquiry, offer or proposal from any Company Acquisition (as defined below) Person to acquire, via merger, tender offer, exchange offer, asset purchase, stock purchase or any transaction which is consummatedsimilar in form, substance or purpose to any of the foregoing, 20% or more of any class of equity of Buyer or Buyer Bank or 20% or more of the consolidated assets of Buyer or Buyer Bank, and (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of Buyer subsequently terminates this Agreement and any pursuant to Section 7.01(c) due to Buyer’s failure to obtain Requisite Buyer Stockholder Approval, Buyer shall pay Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than the Termination Fee within two (2) business days, Business Days after the consummation notification by Buyer to Company of such termination. (c) Company Acquisition. For purposes and Buyer each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, “Company Acquisition” and that, without these agreements, neither party would enter into this Agreement; accordingly, if a party fails promptly to pay any amounts due under this Section 7.02, such party shall mean pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any transaction successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of the other party (including reasonable legal fees and expenses) reasonably incurred in connection with payment of amounts due under Section 7.02. (d) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that if a party pays or causes to be paid to the other party or its Subsidiary bank the Termination Fee in accordance with Section 7.02(a) or Section 7.02(b), as applicable, neither paying party nor its Subsidiary bank (nor any successor in interest, Affiliate, shareholder, director, officer, employee, agent, consultant or representative of such paying party or its Subsidiary bank) will have any further obligations or liabilities to the other party or its subsidiary bank with respect to this Agreement or the transactions contemplated by an Acquisition Proposalthis Agreement and the payment of such amounts shall be the receiving party’s sole and exclusive remedy against the other party, its Subsidiary bank, and their respective Affiliates, representatives or successors in interest.

Termination Fee. (a) In the event of termination of this Agreement by Parent pursuant to Section 8.1(f), the Company shall pay Parent, by wire transfer of same day funds, a fee in the amount of $17,500,000 (the “Termination Fee”) within two (2) business days of the date of termination. (b) In the event that after the date of this Agreement a bona fide Acquisition Proposal shall have been made known to senior management or the Board of Directors of the Company or shall have been made directly to its stockholders generally or any person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to the Company and (i) (A) thereafter this Agreement is terminated by either Parent or the Company shall promptlypursuant to Section 8.1(b)(i) or pursuant to Section 8.1(d) without the Requisite Company Vote having been obtained or (B) thereafter this Agreement is terminated by Parent pursuant to Section 8.1(e), but in no event later than two Business Days and (ii) prior to the date that is twelve (12) months after the date of such termination, the Company enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then the Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (Parent, by wire transfer of same day funds, the “Termination Fee”) ; provided, that for purposes of this Section 8.2(b), all references in the event definition of Acquisition Proposal to “twenty-five percent (25%)” shall instead refer to “fifty percent (50%).” (c) The Company and Parent acknowledge that the agreements contained in this Agreement is terminated pursuant to Section 8.1(g)8.2 are an integral part of the transactions contemplated by this Agreement, Section 8.1(h)and that, or Section 8.1(i)without these agreements, the other party would not enter into this Agreement. Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (orAccordingly, if the Company Meeting or Parent fails promptly to pay the amount due pursuant to this Section 8.2, and, in order to obtain such payment, the other party commences a suit which results in a judgment against the non-paying party for the Termination Fee or any portion thereof, then such non-paying party shall not have been convenedpay the costs and expenses of the other party (including reasonable attorneys’ fees and expenses) in connection with such suit. In addition, prior if the non-paying party fails to termination pay any amount due pursuant to this Section 8.2, then the non-paying party shall pay interest on such overdue amount (for the period commencing as of this Agreement), an Acquisition Proposal shall have been publicly 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 announced by JPMorgan Chase & Co. or any personsuccessor thereto) in effect on the date on which such payment was originally required to be made. The amounts payable pursuant to Sections 8.2(a) and 8.2(b) constitute liquidated damages and not a penalty and, except in the case of fraud or willful misconduct, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to be the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following sole remedy of the termination party receiving such payment in the event of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement on the bases specified in such sections under circumstances where the Termination Fee is payable and any Company Acquisition is later consummated, paid in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposalfull.

Termination Fee. (ia) Company shall promptly, but in no event later than two Business Days after the date of such termination, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event If this Agreement is terminated by Parent pursuant to Section 8.1(g7.1(d)(ii), Section 8.1(h), or Section 8.1(i). then the Company shall pay to Acquiror Parent (by wire transfer of immediately available funds), within two (2) Business Days after such termination, the Termination Fee in the event Fee. (b) If this Agreement is terminated by the Company pursuant to Section 8.1(b7.1(c)(ii), Section 8.1(dthen the Company shall pay to Parent (by wire transfer of immediately available funds), at or Section 8.1(f), if following the date hereof and prior to such termination, the Termination Fee. (c) If this Agreement is terminated by the Company Meeting or Parent pursuant to (or, if i) Section 7.1(b)(i) and provided that the Company Meeting Shareholder Approval shall not have been convenedobtained at the Company Shareholders’ Meeting (including any adjournment or postponement thereof) or (ii) Section 7.1(b)(iii) and, in the case of the immediately foregoing clauses (i) or (ii), (A) prior to such termination (in the case of this Agreementtermination pursuant to Section 7.1(b)(i)) or the Company Shareholders’ Meeting (in the case of termination pursuant to Section 7.1(b)(iii)), an a Company Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person disclosed and subsequently not withdrawn and (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (AB) within twelve (12) months following the date of such termination of this Agreement the Company shall have entered into a binding Company Acquisition Agreement (other than an Approved Confidentiality Agreement), or any Company Acquisition Proposal shall have been consummated (as defined below) is consummated, in each case whether or (B) Company enters into a letter of intent or similar document or any Contract providing for any not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal), then in any such event the Company shall pay to Parent (by wire transfer of immediately available funds), no later than two (2) Business Days following the consummation of such transaction, the Termination Fee. If a Person (other than Parent or its Affiliates) makes a Company Acquisition Proposal that has been publicly disclosed and subsequently withdrawn prior to termination of this Agreement in accordance with Section 7.1(b)(i) or the Company Shareholders’ Meeting, as applicable, and, within twelve (12) months following the date of the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “such Person or any of its controlled Affiliates makes a Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal, such initial Company Acquisition Proposal shall be deemed to have been “not withdrawn” for purposes of this Section 7.3(c).

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by CBAN while structuring and pursuing the Merger, TCBC shall pay to CBAN a termination fee equal to $3,443,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CBAN in the event of any of the following: (i) Company in the event CBAN terminates this Agreement pursuant to Section 7.01(g), TCBC shall promptlypay CBAN the Termination Fee within one (1) Business Day after receipt of CBAN’s notification of such termination; (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, but in no event later than two Business Days an Acquisition Proposal shall have been made known to senior management of TCBC or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to TCBC and (A) thereafter this Agreement is terminated (x) by either CBAN or TCBC pursuant to Section 7.01(c) because the Requisite TCBC Shareholder Approval shall not have been obtained or (y) by CBAN pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, TCBC enters into any agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then TCBC shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (CBAN the “Termination Fee”, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%,” and (iii) in the event TCBC terminates this Agreement is terminated pursuant to Section 8.1(g7.01(h), Section 8.1(h), or Section 8.1(i). Company TCBC shall pay CBAN the Termination Fee within one (1) Business Day after TCBC’s notification of such termination. (b) TCBC and CBAN each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CBAN would not enter into this Agreement; accordingly, if TCBC fails promptly to Acquiror pay any amounts due under this Section 7.02, TCBC shall pay interest on such amounts from the (c) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if TCBC pays or causes to be paid to CBAN the Termination Fee in the event accordance with Section 7.02(a), TCBC (or any successor in interest of TCBC) will not have any further obligations or liabilities to CBAN with respect to this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of transactions contemplated by this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.Section 7.03

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by P▇▇▇▇▇ while pursuing the Mergers, in the event that: (i) this Agreement is terminated by Parent pursuant to Section 8.1(f); or (ii) (A) an Acquisition Proposal with respect to the Company shall promptlyhave been communicated to or otherwise made known to the stockholders, but in no event later than two Business Days senior management or Board of Directors of the Company, or any Person or group of Persons shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company after the date of this Agreement, (B) (1) thereafter this Agreement is terminated by Parent or the Company pursuant to Section 8.1(e) (if the Requisite Company Stockholder Vote has not theretofore been obtained), (2) by Parent pursuant to Section 8.1(d) or (3) by Parent or the Company pursuant to Section 8.1(c) and (C) prior to the date that is twelve (12) months after the date of such terminationtermination the Company consummates a transaction of a type set forth in the definition of “Acquisition Proposal” or enters into any definitive agreement relating to a transaction of a type set forth in the definition of “Acquisition Proposal”; or then, the Company shall pay to Acquiror in Parent, by wire transfer of immediately available funds an amount funds, a termination fee equal to $1,250,000 in cash 4,500,000 (the “Termination Fee”) in within two (2) Business Days following the event this Agreement is terminated date of such termination; provided that any Termination Fee payable pursuant to Section 8.1(g), Section 8.1(h), or Section 8.1(i). Company 8.3(a)(ii) shall pay to Acquiror be paid on the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following earlier of the date hereof such transaction is consummated or such definitive agreement is entered into. (b) Parent and prior to the Company Meeting (oreach agree that the agreements contained in this Section 8.3 are an integral part of the Transactions, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company Meeting fails promptly to pay any amounts due under this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for such amounts, the Company shall not have been convened, prior pay interest on such amounts from the date payment of such amounts were due to termination the date of this Agreementactual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal (or any reasonably similar successor publication thereto), an Acquisition Proposal shall have been publicly announced by any persondesignated therein as the “prime rate” on the date such payment was due, shall have been made to Company’s stockholders by any personplus (ii) 100 basis points, or shall have been made to Company by any person together with the costs and subsequently expenses of Parent (including reasonable legal fees and prior to the Company Meetingexpenses) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case connection with such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposalsuit.

Termination Fee. (a) In the event that: (i) Company (A) a Takeover Proposal shall promptlyhave been made, but in no event later than two Business Days proposed or communicated, after the date of such terminationthis Agreement and not withdrawn prior to the Company Stockholders Meeting or prior to the termination of this Agreement if there has been no Company Stockholders Meeting, pay to Acquiror in immediately available funds and (B) following the occurrence of an amount equal $1,250,000 in cash (the “Termination Fee”) event described in the event preceding clause (A), this Agreement is terminated by the Company or Parent pursuant to Section 8.1(g7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i) and (C) the Company enters into a definitive agreement with respect to any Takeover Proposal, or any Takeover Proposal is consummated, in either case within one (1) year after the date this Agreement; provided that for purposes of clause (C) of this Section 7.3(a)(i), Section 8.1(h), or Section 8.1(i). Company shall pay the references to Acquiror the Termination Fee “20%” in the event definition of Takeover Proposal shall be deemed to be references to “50%”; or (ii) this Agreement is terminated by the Company pursuant to Section 8.1(b7.1(d)(ii); or (iii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); then, in any such event under clause (i), (ii) or (iii) of this Section 7.3(a), the Company shall pay as directed by Parent the Termination Fee (as defined below), by wire transfer of immediately available funds (x) in the case of Section 7.3(a)(iii), within two (2) business days after such termination, (y) prior to or currently with such termination if pursuant to Section 7.1(d)(ii), or (z) in the case of Section 7.3(a)(i), two (2) business days after the earlier of the entry into a Company Acquisition Agreement or the consummation of a Takeover Proposal; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. As used herein, “Termination Fee” shall mean a cash amount equal to $6,298,475 (the “No-Shop Termination Fee” ), except in the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii) in order to enter into prior to the No-Shop Period Start Date a definitive agreement with respect to a Takeover Proposal, the Termination Fee shall mean a cash amount equal to $4,198,983 (the “Go-Shop Termination Fee”). Parent’s receipt of full payment of the Termination Fee pursuant to this Section 7.3(a) shall not relieve the Company of liability for any and all losses or damages suffered or incurred by Parent or Merger Sub in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination in the event of any willful and material breach by the Company of this Agreement. (b) In the event that the Company shall terminate this Agreement pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), then: (i) in the case of a termination pursuant to Section 7.1(d)(i) or, subject to Section 7.3(b)(ii), Section 8.1(d), or Section 8.1(f7.1(d)(iii), if following at such time, the date hereof Company is not in material breach of any representations, warranties, covenants or other agreements hereunder that would result in the conditions to Closing set forth in Section 6.2 not being satisfied and prior all conditions to Parent’s and Merger Sub’s obligations to consummate the Merger shall have been satisfied, then Parent shall pay to the Company Meeting a termination fee of $12,596,950 in cash; (orii) in the case of a termination pursuant to Section 7.1(d)(iii), if (A) the Debt Financing or any alternative debt financing under Section 5.5 is not available to Parent or Merger Sub under the Debt Financing Commitments for any reason other than as the result of the failure of Affiliates of Parent to fund the Equity Financing and (B) at such time, the Company Meeting shall is not have been convenedin material breach of any representations, prior warranties, covenants or other agreements hereunder that would result in the conditions to termination of this Agreement), an Acquisition Proposal Closing set forth in Section 6.2 not being satisfied and all conditions to Parent’s and Merger Sub’s obligations to consummate the Merger shall have been publicly announced by any personsatisfied, then Parent shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior pay to the Company Meetinga termination fee of $7,873,094 in cash; or (such payment, as applicable, the “Parent Termination Fee”), such payment to be made by wire transfer of same day funds within two (2) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following business days after the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but ; it being understood that in no event later shall Parent be required to pay the Parent Termination Fee on more than two (2) business daysone occasion. In the event that the Company shall receive full payment pursuant to this Section 7.3(b), after the consummation receipt of such the Parent Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by, and shall be the sole and exclusive remedy of, the Company Acquisition. For purposes of or any other Person in connection with this Agreement, “the Financing Letters or the Guarantee (and the termination hereof), the transactions contemplated hereby and thereby (and the abandonment or termination thereof) or any matter forming the basis for such termination, and neither the Company Acquisition” nor any other Person shall mean be entitled to bring or maintain any transaction Action against Parent or Merger Sub arising out of or in connection with this Agreement, the Financing Letter or the Guarantee, any of the transactions contemplated by hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination. (c) Each of the parties hereto acknowledge that the agreements contained in this Section 7.3 are an Acquisition Proposalintegral part of the Transactions, and that without these agreements, the other party would not enter into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 7.3, and, in order to obtain the payment, Parent or the Company, as the case may be, commences a suit which results in a judgment against the other party for the payment set forth in this Section 7.3, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such suit, together with interest on such amount at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received.

Termination Fee. (a) If this Agreement shall be terminated: (i) by the Company pursuant to Section 9.1(c)(iv), then, substantially concurrently with, and as a condition to such termination, the Company shall promptlycause the third party that made the applicable Company Superior Proposal (or its designee) to pay the Acquiror, but subject to applicable Law and Section 9.2(c), a non-refundable fee in no event later than two Business Days an amount equal to $6,348,267.00, which is equal to 3.0% of the net asset value of the Company as of September 30, 2023 (the “Company Termination Fee”); or (ii) (A) by (x) the Acquiror or the Company pursuant to Sections 9.1(b)(ii) or 9.1(b)(iii) or (y) the Acquiror pursuant to Section 9.1(d)(i) (solely to the extent that the Company 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, pay has not been withdrawn (1) with respect to Acquiror in immediately available funds an amount equal $1,250,000 in cash any termination pursuant to Sections 9.1(b)(ii) or 9.1(d)(i), prior to the date of such termination and (the “Termination Fee”2) in the event this Agreement is terminated with respect to any termination pursuant to Section 8.1(g9.1(b)(iii), Section 8.1(h), or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the time of the duly held Company Meeting Stockholders Meeting, and (or, if C) the Company Meeting shall not have been convened, prior enters into a definitive Contract with respect to termination of this Agreement), an Acquisition such Takeover Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) 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), then, within two (2) Business Days after the termination of this Agreement, any Company Acquisition (as defined below) date that such Takeover Proposal is consummated, the Company shall cause the third party that made such Takeover Proposal (or its designee) to pay the Acquiror, subject to applicable Law and Section 9.2(c), the Company Termination Fee; provided, that for purposes of this Section 9.2(a)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” The Company Termination Fee shall be paid by wire transfer of immediately available funds to the Acquiror or, at the election of the Acquiror, to one of its Consolidated Subsidiaries, to an account designated in writing to the Company by the Acquiror if the Acquiror shall have furnished to the Company wire payment instructions prior to the date of payment or, otherwise, by certified or official bank check. (b) If this Agreement shall be terminated: (i) by the Acquiror pursuant to Section 9.1(d)(iv), then, substantially concurrently with, and as a condition to such termination, the Acquiror shall cause the third party that made the applicable Acquiror Superior Proposal (or its designee) to pay the Company, subject to applicable Law and Section 9.2(c), a non-refundable fee in an amount equal to $29,905,339.00, which is equal to 3.0% of the net asset value of the Acquiror as of September 30, 2023 (the “Acquiror Termination Fee”); or (ii) (A) by (x) the Acquiror or the Company pursuant to Sections 9.1(b)(ii) or 9.1(b)(iv) or (y) the Company pursuant to Section 9.1(c)(i) (solely to the extent that the Acquiror has committed a willful or intentional breach), (B) Company 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 Sections 9.1(b)(ii) or 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 Acquiror Stockholders Meeting, and (C) the Acquiror enters into a letter of intent or similar document or any definitive Contract providing for any Company Acquisition 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 the termination of this Agreement and any Company Acquisition is later consummatedsuch twelve (12)-month period), in which case such amount shall be paid promptlythen, but in no event later than within two (2) business days, Business Days after the consummation date that such Takeover Proposal is consummated, the Acquiror shall cause the third party that made such Takeover Proposal (or its designee) to pay the Company, subject to applicable Law and Section 9.2(c), the Acquiror Termination Fee; provided, that for purposes of this Section 9.2(b)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” The Acquiror Termination Fee shall be paid by wire transfer of immediately available funds to the Company or, at the election of the Company, to one of its Consolidated Subsidiaries, to an account designated in writing to the Acquiror by the Company if the Company shall have furnished to the Acquiror wire payment instructions prior to the date of payment or, otherwise, by certified or official bank check. (c) Notwithstanding anything to the contrary in this Agreement, the Company Termination Fee or the Acquiror Termination Fee, as applicable, shall not be due and payable pursuant to this Section 9.2 if the SEC informs the Company or the Acquiror that the payment of such Company Acquisition. For purposes Termination Fee or Acquiror Termination Fee is prohibited under applicable Law, and the Company (in the case of an Acquiror Termination Fee) or the Acquiror (in the case of a Company Termination Fee) is unable to obtain appropriate relief from the SEC to permit the payment of such Company Termination Fee or Acquiror Termination Fee. (d) Each of the parties hereto acknowledges that the agreements contained in this Section 9.2 are an integral part of the transactions contemplated hereby, and without these agreements, the parties would not enter into this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. (a) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent concurrently with such termination the Termination Fee by wire transfer of same-day funds; (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(d)(i), then the Company shall pay to Parent the Termination Fee by wire transfer of same-day funds immediately following such termination of this Agreement; or (c) If (i) Company shall promptly, but in no event later than two Business Days after the date of such terminationthis Agreement, pay any Person shall have announced, commenced, publicly disclosed or made known to Acquiror in immediately available funds an amount equal $1,250,000 in cash the Company Board a Takeover Proposal, (the “Termination Fee”ii) in the event thereafter, this Agreement is terminated (A) by either Parent or the Company pursuant to Section 8.1(g), Section 8.1(h), 7.1(b)(ii) or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated 7.1(b)(iii) or (B) by Parent pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following 7.1(d)(ii) and (iii) at any time after the date hereof of this Agreement and prior to the Company Meeting expiration of the twelfth (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting12th) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following month after the termination of this Agreement, the Company consummates any Company Acquisition (as defined below) is consummated, Takeover Proposal with such Person or (B) Company enters into a letter definitive agreement related to any Takeover Proposal with such Person, then the Company shall pay Parent the Termination Fee by wire transfer of intent or similar document or any Contract providing for any same-day funds on the earlier of the date of such entry and the date of such consummation referred to in clause (iii) above. In no event shall the Company Acquisition within twelve be required to pay the Termination Fee more than once. (12d) months following For purposes of: (i) Section 7.3(c), “Takeover Proposal” shall have the termination of this Agreement and any Company Acquisition is later consummated, meaning assigned to such term in which case such amount Section 5.2 except that all references to “25%” therein shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, deemed to be referenced to “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal50%”.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by BFC while structuring and pursuing the Merger, DBI shall pay to BFC a termination fee equal to $4,800,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by BFC in the event of any of the following: (i) Company in the event BFC terminates this Agreement pursuant to Section 7.01(g), DBI shall promptlypay BFC the Termination Fee within one (1) Business Day after receipt of BFC’s notification of such termination; (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, but in no event later than two Business Days an Acquisition Proposal shall have been made known to senior management of DBI or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to DBI and (A) thereafter this Agreement is terminated (x) by either BFC or DBI pursuant to Section 7.01(c) because the Requisite DBI Shareholder Approval shall not have been obtained or (y) by BFC pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, DBI enters into any agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then DBI shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (BFC the “Termination Fee”, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%,” and (iii) in the event DBI terminates this Agreement is terminated pursuant to Section 8.1(g7.01(h), DBI shall pay BFC the Termination Fee within one (1) Business Day after DBI’s notification of such termination. (b) DBI and BFC each agree that the agreements contained in this Section 8.1(h7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, BFC would not enter into this Agreement; accordingly, if DBI fails promptly to pay any amounts due under this Section 7.02, DBI shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of BFC (including reasonable legal fees and expenses) in connection with such suit. (c) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if DBI pays or Section 8.1(i). Company shall pay causes to Acquiror be paid to BFC the Termination Fee in the event accordance with Section 7.02(a), DBI (or any successor in interest of DBI) will not have any further obligations or liabilities to BFC with respect to this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of transactions contemplated by this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.

Termination Fee. (a) The Company will pay to Parent, by wire transfer of cash in immediately available funds, $215,000,000 (the “Termination Fee”) if this Agreement is terminated under the following circumstances: (i) if (A) this Agreement is terminated by either Parent or the Company shall promptlypursuant to Section 9.1(b)(i), but is terminated by either Parent or the Company pursuant to Section 9.1(b)(iii) or is terminated by Parent pursuant to Section 9.1(c)(i), and in no event later than two Business Days any such case an Acquisition Proposal has become known to the Board of Directors of the Company or has been publicly announced or has otherwise become publicly known, at any time after the date of this Agreement and prior to date of the termination of this Agreement or, with respect to termination pursuant to Section 9.1(b)(iii), prior to the time of the taking of the vote of the stockholders of the Company at the Stockholders Meeting, and such Acquisition Proposal has not been withdrawn, and (B) within 12 months after the date of such termination, pay to Acquiror the Company’s Board of Directors recommends that stockholders vote in immediately available funds an amount equal $1,250,000 in cash (the “Termination Fee”) in the event this Agreement is terminated pursuant to Section 8.1(g), Section 8.1(h)favor of, or Section 8.1(i). Company shall pay to Acquiror the Termination Fee in the event this Agreement is terminated pursuant to Section 8.1(b)tender their shares into, Section 8.1(d), or Section 8.1(f), if following any Acquisition Proposal (including any Acquisition Proposal made after the date hereof and prior to of the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of this Agreement), or the Company enters into a Contract with respect to an Acquisition Proposal shall have been publicly announced Proposal, or consummates the transaction contemplated by any person, shall have been Acquisition Proposal (including any Acquisition Proposal made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to after the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following date of the termination of this Agreement), then the Company will pay the Termination Fee concurrently with the date the Company consummates such transaction; provided that, for purposes of this Section 9.3(a)(i), all references to 15 percent included in the definition of the term “Acquisition Proposal” will be deemed to refer to 50 percent; (ii) if this Agreement is terminated by Parent pursuant to Section 9.1(c)(ii), then the Company will pay the Termination Fee by the second Business Day following the date of such termination; (iii) if this Agreement is terminated by the Company pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii) and, at the time of such termination, Parent is entitled to terminate the Agreement pursuant to Section 9.1(c)(ii), then the Company will pay the Termination Fee in accordance with Section 9.3(c); or (iv) if this Agreement is terminated by the Company pursuant to Section 9.1(d)(ii), then the Company will pay the Termination Fee in accordance with Section 9.3(c). (b) Each of the Parties acknowledges that the amounts payable by the Company to Parent pursuant to this Section 9.3 are not a penalty, but rather constitute liquidated damages in a reasonable amount that will compensate Parent for the efforts and resources expended and opportunities foregone while proposing and negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (c) Notwithstanding anything to the contrary in this Agreement, upon payment of the Termination Fee, the Company, the Company Subsidiaries and their respective former, current or future directors, stockholders, managers, members Affiliates and Representatives will have no further liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby, other than as provided in this Section 9.3; provided that prior to the payment of the Termination Fee, if payable pursuant to Section 9.3(a)(iii) or Section 9.3(a)(iv), the Company will provide Parent with written notice of its intention to pay such Termination Fee and, within three Business Days after receipt of such written notice, Parent will be required to provide irrevocable and unconditional confirmation to the Company in writing that it intends to either (but not both) (i) receive payment of the Termination Fee, in which case such Termination Fee will be paid by the Company to Parent by wire transfer to the account designated by Parent in immediately available funds within two Business Days of such written confirmation or (ii) directly or indirectly, pursue an award of damages and/or equitable relief, subject to irrevocably and unconditionally agreeing not to (and causing its Affiliates not to) exercise, and agreeing to waive, any and all claims and rights Parent (or its Affiliates) may have to the Termination Fee. In the event that the Board of Directors of the Company Acquisition has provided the advance written notice, pursuant to Section 6.5(e), of its intention to effect a Change in Recommendation or to authorize the Company to take any action pursuant to Section 9.1(d)(ii), Parent may, but will not be required to, deliver the confirmation contemplated in the previous sentence to the Company prior to the expiration of the five Business Day period contemplated in Section 6.5(e)(ii), in which event (as defined belowA) is consummated, or (BParent may terminate this Agreement pursuant to Section 9.1(c)(ii) and the Company enters into a letter will pay the Termination Fee due pursuant to Section 9.3(a)(iii) within two Business Days following the date of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement or (B) the Company may terminate this Agreement pursuant to Section 9.1(d)(ii) and any Company Acquisition is later consummatedwill pay the Termination Fee due pursuant to Section 9.3(a)(iv) on the date of, in which case such amount shall be paid promptlyand as a condition to, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes termination of this Agreement. Notwithstanding anything to the contrary herein, “under no circumstances will Parent be entitled to receive both an award of monetary damages and payment of all or any portion of the Termination Fee. (d) The Company Acquisition” shall mean any acknowledges and agrees that the agreements contained in this Section 9.3 are an integral part of the transaction contemplated by an Acquisition Proposalthis Agreement and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due under this Section 9.3 and, in order to obtain such payment, Parent commences any Proceeding that results in a judgment against the Company for such amounts, the Company will pay interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York Mellon Corporation in effect on the date such payment was due, together with the costs and expenses (including reasonable legal fees and expenses) incurred by Parent in connection with such Proceeding.

Termination Fee. (a) In recognition of the efforts, expenses and other opportunities foregone by BFC while structuring and pursuing the Merger, PCB shall pay to BFC a termination fee equal to $1,640,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by BFC in the event of any of the following: (i) Company in the event BFC terminates this Agreement pursuant to Section 7.01(g), PCB shall promptlypay BFC the Termination Fee within one (1) Business Day after receipt of BFC’s notification of such termination; (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, but in no event later than two Business Days an Acquisition Proposal shall have been made known to senior management of PCB or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to PCB and (A) thereafter this Agreement is terminated (x) by either BFC or PCB pursuant to Section 7.01(c) because the Requisite PCB Shareholder Approval shall not have been obtained or (y) by BFC pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, PCB enters into any agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then PCB shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay to Acquiror in immediately available funds an amount equal $1,250,000 in cash (BFC the “Termination Fee”, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%,” and (iii) in the event PCB terminates this Agreement is terminated pursuant to Section 8.1(g7.01(h), PCB shall pay BFC the Termination Fee within one (1) Business Day after PCB’s notification of such termination. (b) PCB and BFC each agree that the agreements contained in this Section 8.1(h7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, BFC would not enter into this Agreement; accordingly, if PCB fails promptly to pay any amounts due under this Section 7.02, PCB shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of BFC (including reasonable legal fees and expenses) in connection with such suit. (c) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if PCB pays or Section 8.1(i). Company shall pay causes to Acquiror be paid to BFC the Termination Fee in the event accordance with Section 7.02(a), PCB (or any successor in interest of PCB) will not have any further obligations or liabilities to BFC with respect to this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d), or Section 8.1(f), if following the date hereof and prior to the Company Meeting (or, if the Company Meeting shall not have been convened, prior to termination of transactions contemplated by this Agreement), an Acquisition Proposal shall have been publicly announced by any person, shall have been made to Company’s stockholders by any person, or shall have been made to Company by any person and subsequently (and prior to the Company Meeting) publicly announced or otherwise publicly disclosed, and either (A) within twelve (12) months following the termination of this Agreement, any Company Acquisition (as defined below) is consummated, or (B) Company enters into a letter of intent or similar document or any Contract providing for any Company Acquisition within twelve (12) months following the termination of this Agreement and any Company Acquisition is later consummated, in which case such amount shall be paid promptly, but in no event later than two (2) business days, after the consummation of such Company Acquisition. For purposes of this Agreement, “Company Acquisition” shall mean any transaction contemplated by an Acquisition Proposal.