Common use of Termination Fees Clause in Contracts

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as follows: (i) if this Agreement is terminated by Bradford pursuant to Section 7.1(f), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and (ii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Stockholders Meeting, in the case of clause (A), or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In the event that this agreement is terminated (i) by either party pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such termination. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer of immediately available funds to an account designated by the recipient in writing. (d) The parties acknowledge that the agreements contained in Section 7.2(a) and (b) are an integral part of the transactions contemplated by this Agreement, that without such agreements the parties would not have entered into this Agreement and that such amounts do not constitute a penalty. If either party fails to pay the amounts due by them under Section 7.2(a) or (b) within the time periods specified, such party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as followsIn the event that: (i) if (A) this Agreement is terminated by Bradford Parent pursuant to Section 7.1(f)8.1(d)(i) (Company Terminable Breach) (except, then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and (ii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal solely with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board the obligations set forth in Section 6.21 of Directors the Company Disclosure Letter, only if such breach is a Willful Breach), (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition ProposalB) at any time on or after the date of this Agreement and on or prior to such termination, a bona fide Competing Proposal has been made to the Company, the Company Board (or any committee or subcommittee thereof) or the Company’s management or otherwise becomes publicly known or any Person has publicly announced a bona fide intention (whether or not conditional) to make a Competing Proposal, and (C) within twelve (12) months of the date of such termination of this Agreement, the Stockholders MeetingCompany or any of its Subsidiaries consummates a transaction involving a Competing Proposal or enters into a definitive agreement providing for the consummation of a Competing Proposal (in each case, whether or not such Competing Proposal is the same Competing Proposal as the one referenced in clause (B)); provided, however, that for purposes of this Section 8.3(a)(i), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed to be references to “fifty percent (50%)”; (ii) this Agreement is terminated by the Company pursuant to Section 8.1(c)(ii) (Superior Proposal); or (iii) this Agreement is terminated by Parent pursuant to Section 8.1(d)(ii) (Adverse Recommendation Change) or Section 8.1(d)(iii) (Written Consent), then the Company shall (A) in the case of clause (A)i) above, or concurrently with the date earlier of termination(x) the consummation of such transaction involving a Competing Proposal and (y) the entry into a definitive agreement providing for the consummation of a Competing Proposal, (B) in the case of clause (B)ii) above, then Patapsco shall pay (x) $1,000,000 prior to Bradford on the second business day following or substantially concurrently with such termination termination, and (yC) if within 12 months in the case of clause (iii) above, promptly, but in no event later than two (2) Business Days after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution termination, pay, or consummation. cause to be paid, by wire transfer of immediately available funds, at the direction of Parent, the Company Termination Fee; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion, whether or not such Company Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and upon the occurrence of different events. (b) Notwithstanding anything to the contrary contained hereinset forth in this Agreement, Patapsco but subject to Section 9.9, except in the case of Fraud or Willful Breach, Parent’s right to receive the Company Termination Fee pursuant to Section 8.3(a), in circumstances where the Company Termination Fee is owed pursuant to Section 8.3(a), shall not constitute the sole and exclusive remedy of Parent, Acquisition Sub I and Acquisition Sub II and their respective Subsidiaries against the Company and its Subsidiaries and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Company 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, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement (except that the Company shall also be obligated with respect to pay aggregate termination fees Section 8.3(e) and Section 8.6, as applicable). While Parent may pursue both (i) a grant of specific performance in excess accordance with Section 9.9 and (ii) payment of $2,000,000 the Company Termination Fee pursuant to this Section 7.2(a)8.3(a) or the recovery of monetary damages, under no circumstances shall Parent be permitted or entitled to receive both (x) a grant of specific performance that results in the Closing occurring and (y) the Company Termination Fee or any recovery of any monetary damages. (bc) In the event that this agreement is terminated that: (i) this Agreement is (A) terminated by either party Parent or the Company pursuant to Section 7.1(d8.1(b)(i) and, as of the (Termination Date), but in the case of a termination by Parent, only if at such time Company would not be prohibited from terminating this Agreement pursuant to the final proviso in Section 8.1(b)(i) (Termination Date) and (B) at the time of such termination, one or more of the conditions set forth in Section 6.1(h7.1(b), Section 7.1(d) or Section 7.1(f) (but only to the extent such Law or Order relates to any Antitrust Law, Foreign Investment Law or Satellite and Communications Law or the Required Governmental Authorizations) shall not have been satisfied; satisfied or waived, but all other conditions to Closing in Section 7.1 and Section 7.2 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing (but provided that such conditions shall then be capable of being satisfied if the Closing were to take place on such date)); (ii) this Agreement is terminated by either party Parent or the Company pursuant to Section 7.1(c8.1(b)(ii) (Absence of Law or Order) (but only to the extent such Law or Order relates to any Antitrust Law, Foreign Investment Law or Satellite and Communications Law or the Required Governmental Authorizations), provided that (x) but in the basis for case of a termination by Parent, only if at such termination is the failure to receive a requisite regulatory approval with respect time Company would not be prohibited from terminating this Agreement pursuant to the Conversion second proviso in Section 8.1(b)(ii) (Absence of Law or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to PatapscoOrder); or or (iii) this Agreement is terminated by Patapsco the Company pursuant to Section 7.1(e8.1(c)(i) based on (Parent Terminable Breach) as a result of a breach of Section 6.3 by a Bradford Party of its obligations under Section 5.4 or Section 5.15Parent; then Parent shall promptly, then Bradford shall pay to Patapsco a fee equal to $2,000,000 but in no event later than two (2) Business Days after the second business day after date of such termination. (c) Any amount that becomes payable pursuant , pay, or cause to Section 7.2(a) or (b) shall be paid paid, by wire transfer of immediately available funds funds, at the direction of the Company, the Parent Termination Fee; it being understood that in no event shall Parent be required to an account designated by pay the recipient in writingParent Termination Fee on more than one occasion, whether or not such Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and upon the occurrence of different events. (d) The parties acknowledge that Notwithstanding anything to the agreements contained contrary set forth in this Agreement, but subject to Section 7.2(a9.9, except in the case of Fraud or Willful Breach, the Company’s right to receive the Parent Termination Fee pursuant to Section 8.3(c), in circumstances where the Parent Termination Fee is owed pursuant to Section 8.3(c), shall constitute the sole and exclusive remedy of the Company and its Subsidiaries against Parent and its Subsidiaries, including Acquisition Sub I and Acquisition Sub II, and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Parent Related Parties”) for all losses and (b) are an integral part damages suffered as a result of the failure of the transactions contemplated by this AgreementAgreement to be consummated or for a breach or failure to perform hereunder, that without such agreements the parties would not have entered into this Agreement and that such amounts do not constitute a penalty. If either party fails to pay the amounts due by them under Section 7.2(a) or (b) within the time periods specified, such party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect upon payment of such amountsamount, together none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement (except that Parent shall also be obligated with interest on respect to Section 8.3(e) and Section 8.6, as applicable). While the amount Company may pursue both (i) a grant of specific performance in accordance with Section 9.9 and (ii) payment of the Parent Termination Fee pursuant to Section 8.3(c) or the recovery of monetary damages, under no circumstances shall the Company be permitted or entitled to receive both (x) a grant of specific performance that results in the Closing occurring and (y) the Parent Termination Fee or any recovery of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentmonetary damages.

Termination Fees. (a) Patapsco The Company shall pay to Bradford Parent a termination fee if this Agreement is terminated as follows: in an amount in cash equal to $6,850,000 (the “Termination Fee”) in the event that (i) if the Company terminates this Agreement is terminated by Bradford pursuant to Section 7.1(f7.01(e), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and (ii) if Parent terminates this Agreement is terminated by pursuant to Sections 7.01(f) or (Ag); (iii) either party Parent terminates this Agreement pursuant to Section 7.1(b7.01(c), provided that such termination is as a result of the Company’s breach of Section 5.02, 5.07 or 5.08; (iv) Parent or (B) by Bradford the Company terminates this Agreement pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Stockholders Meeting7.01(h); provided, in the case of this clause (Aiv), or that (A) after the date hereof and prior to the Company’s Shareholder Meeting, an Acquisition Proposal has been publicly announced and not withdrawn or abandoned at the time of termination, in the case of clause and (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months one year after such termination Patapsco termination, the Company enters into a definitive agreement with respect to, to or consummates, an consummates such Acquisition Proposal, then Patapsco shall pay $1,000,000 on Proposal or (v) the date of such execution or consummation. Notwithstanding anything Company fails to deliver the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In the event that this agreement is terminated (i) by either party FIRPTA Affidavit pursuant to Section 7.1(d) and, as 6.03(e). Payment of the Termination Date, the conditions set forth in Fee under this Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such termination. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b7.02(a) shall be paid by wire transfer of immediately available same-day funds to an account designated by Parent, in the event of payment pursuant to clause (i) above on the date of termination of this Agreement, in the event of payment pursuant to clauses (ii) or (iii) above within three business days following the date of termination of this Agreement, in the event of payment pursuant to clause (iv) above, on the date of the execution and delivery by the Company of the definitive agreement regarding such Acquisition Proposal, and in the event of payment pursuant to clause (v) above on the date on which the Company notifies Parent of its inability to deliver the FIRPTA Affidavit. Parent acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement or any document or instrument delivered in connection herewith, the rights set forth in clause (iii) of this Section 7.02 shall be the sole and exclusive remedy of Parent, Merger Subsidiary and their respective affiliates against the Company or its Subsidiaries or any of their respective affiliates with respect to the Company’s breach of Section 5.02, 5.07 or 5.08 of this Agreement (excluding any willful breach of such provisions). (b) Parent shall pay to the Company the Termination Fee in the event that (i) this Agreement is terminated by the Company pursuant to Section 7.01(b), (ii) all conditions to Closing set forth in Article VI, other than the conditions set forth in Section 6.03(d), have been satisfied, (iii) all other conditions to the Financing have been satisfied (except those conditions solely in the control of Parent), and (iv) the failure to satisfy the conditions set forth in Section 6.03(d) is not caused by any breach of this Agreement by the Company. Payment of the Termination Fee under this Section 7.02(b) shall be paid promptly by wire transfer of same-day funds to an account designated by the recipient Company. The Company acknowledges and agrees that, notwithstanding anything to the contrary in writing. (d) The parties acknowledge that this Agreement or any document or instrument delivered in connection herewith, the agreements contained rights set forth in this Section 7.2(a) 7.02 shall be the sole and (b) are an integral part exclusive remedy of the transactions contemplated by Company and all of its subsidiaries and their respective affiliates against Parent, Merger Subsidiary or any of their respective affiliates with respect to the matters set forth in this Agreement, that without such agreements Section 7.02 and with respect to the parties would not have entered into this Agreement and that such amounts do not constitute failure of Parent or Merger Subsidiary to satisfy an obligation due to a penalty. If either party fails failure to pay obtain the amounts due by them under Section 7.2(a) or (b) within the time periods specified, such party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentFinancing.

Termination Fees. (a) Patapsco In the event that (i) following the execution and delivery of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall pay have been publicly announced, or shall have been communicated to Bradford a fee if the Company, (ii) this Agreement is thereafter terminated as follows: (i) if this Agreement is terminated by Bradford pursuant to Section 7.1(f), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and (ii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Stockholders Meeting, in the case of clause (A), or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In the event that this agreement is terminated (i) by either party pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or and (iii) by Patapsco pursuant to Section 7.1(ewithin twelve (12) based on months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (i)) is consummated or the Company enters into a breach by a Bradford Party letter of its obligations under Section 5.4 intent, memorandum of understanding or Section 5.15other Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (i)), then Bradford the Company shall pay to Patapsco Parent (or its designee), within one (1) Business Day after the event in the preceding clause (iii) that triggers the obligation to such fee, a fee equal to in the amount of twenty-seven million one hundred thousand dollars ($2,000,000 no later than 27,100,000) (the second business day after such termination. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid “Termination Fee Amount”), in cash by wire transfer of immediately available funds to an account designated in writing by Parent (provided that for purposes of this clause (a) the recipient references to “15%” and “85%” in writingthe definition of “Acquisition Transaction” shall be deemed to be references to “50%”). (b) In the event that (i) following the execution and delivery of this Agreement and prior to the breach or inaccuracy that forms the basis for the termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced, or shall have been communicated to the Company and (ii) this Agreement is thereafter terminated pursuant to Section 7.1(e) and (iii) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (i)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (i)), then the Company shall pay to Parent (or its designee), within one (1) Business Day after the event in the preceding clause (iii) that triggers the obligation to such fee, the Termination Fee Amount in cash by wire transfer of immediately available funds to an account designated in writing by Parent (provided that for purposes of this clause (b) the references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”). (c) In the event that this Agreement is terminated pursuant to Section 7.1(g), the Company shall pay to Parent (or its designee), within two (2) Business Day after such termination, the Termination Fee Amount in cash by wire transfer of immediately available funds to an account designated in writing by Parent. (d) In the event that this Agreement is terminated pursuant to Section 7.1(h), the Company shall pay to Parent (or its designee), contemporaneously with such termination, the Termination Fee Amount in cash by wire transfer of immediately available funds to an account designated in writing by Parent. (e) In no event shall the Company be required to pay the Termination Fee Amount on more than one occasion. The parties acknowledge Company acknowledges and hereby agrees that the agreements contained in provisions of this Section 7.2(a) and (b) 7.3 are an integral part of the transactions contemplated by this AgreementAgreement (including the Offer and the Merger), that and that, without such agreements the parties provisions, Parent would not have entered into this Agreement and that such amounts do not constitute a penaltyAgreement. If either party fails Accordingly, if the Company shall fail to pay in a timely manner the amounts due by them under pursuant to this Section 7.2(a) or (b) within 7.3, and, in order to obtain such payment, Parent makes a claim that results in a judgment against the time periods specifiedCompany, such party the Company shall pay the promptly reimburse Parent its reasonable costs and expenses (including its reasonable legal attorneys’ fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on the amount of any such unpaid amounts set forth in this Section 7.3 at the prime lending rate prevailing during such period as published of Citibank N.A. in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until made. Payment of the date fees described in this Section 7.3 shall not be in lieu of, or replacement or substitution for, damages incurred in the event of actual paymentany breach of this Agreement.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if Notwithstanding any provision in this Agreement is terminated as follows:to the contrary, if (i) if this Agreement is terminated by Bradford pursuant to Section 7.1(f), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and (ii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date termination of this Agreement, any bona fide Alternative Proposal (substituting 50% for the Stockholders 15% threshold set forth in the definition of “Alternative Proposal” with respect to acquisitions of Common Stock and substituting 30% for the 15% threshold set forth in the definition of “Alternative Proposal” with respect to acquisitions of assets) (a “Qualifying Transaction”) is made or delivered to the Company or publicly proposed or publicly disclosed prior to the Company Meeting, (B) this Agreement is terminated by Parent pursuant to Section 7.1(f) and (C) concurrently with or within twelve (12) months after such termination, the Company shall have entered into a definitive agreement providing for a Qualifying Transaction (which, for the avoidance of doubt, shall include any transaction meeting the definition of Qualifying Transaction and need not be a Qualifying Transaction received or disclosed prior to the termination of this Agreement), or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) or by Parent pursuant to Section 7.1(j) and concurrently with or within twelve (12) months after such termination, either a Qualifying Transaction shall have been consummated or the Company shall have entered into a definitive agreement providing for a Qualifying Transaction, or (iii) in the event a tender offer or exchange offer that is a Qualifying Transaction is consummated prior to the termination of this Agreement and this Agreement is terminated for any reason other than pursuant to Section 7.1(e) or Section 7.1(i), or (iv) 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 pay to Parent a fee of $165 million in cash (the “Company Termination Fee”), such payment to be made, in the case of clause a termination referenced in clauses (A)i) or (ii) above, upon consummation of the Qualifying Transaction, or the date of termination, in the case of clause clauses (Biii) or (iv) above, concurrently with any such termination by the Company or within two (2) business days after any such termination by Parent; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (b) Notwithstanding any provision in this Agreement to the contrary, (i) in the event the Company shall have willfully breached or willfully failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, and (ii) as a result of such breach or failure to perform, either immediately or with the passage of time, the Company or Parent terminates this Agreement in accordance with Section 7.1, other than pursuant to Section 7.1(e), 7.1(g), 7.1(h) or 7.1(i), then Patapsco the Company shall pay to Parent a fee of $165 million in cash (x) $1,000,000 the “Parent Liquidated Damages”); provided, that in no event shall the Company pay both the Company Termination Fee and the Parent Liquidated Damages; provided, further, that in the event the Company would be required to Bradford pay, but for the foregoing proviso, both the Company Termination Fee and the Parent Liquidated Damages, only the Parent Liquidated Damages shall be payable. In no event shall the Company be required to pay either the Company Termination Fee or the Parent Liquidated Damages on more than one occasion. The Parent Liquidated Damages shall be paid to Parent promptly following termination of this Agreement by the second Company or Parent, as the case may be, as provided in this paragraph (and in any event not later than two business day following such termination and (y) if within 12 months days after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on delivery to the date Company of such execution or consummationnotice of demand for payment). Notwithstanding anything to the contrary contained hereinin this Agreement, Patapsco nothing in this Agreement shall not be obligated to pay aggregate termination fees prevent Parent from claiming or receiving actual damages from the Company in excess of $2,000,000 the Parent Liquidated Damages in the event of a willful and material breach of Section 5.3 hereof. (c) Notwithstanding any provision in this Agreement to the contrary, in the event (i) the Company shall terminate this Agreement pursuant to Section 7.1(i), or (ii)(A) Parent or Merger Sub shall have willfully breached or willfully failed to perform in any material respect any of their representations, warranties, covenants or other agreements contained in this Agreement, and (B) as a result of such breach or failure to perform, either immediately or with the passage of time, the Company or Parent shall terminate this Agreement in accordance with Section 7.2(a7.1, other than pursuant to Section 7.1(f), 7.1(g) or 7.1(h), then Parent shall pay to the Company a fee of $165 million in cash (the “Company Liquidated Damages”). In no event shall Parent be required to pay the Company Liquidated Damages on more than one occasion. The Company Liquidated Damages shall be paid to the Company promptly following termination of this Agreement by the Company or Parent, as the case may be, as provided in this paragraph (and in any event not later than two business days after delivery to Parent of notice of demand for payment). (bd) Notwithstanding any provision in this Agreement to the contrary, in the event Parent shall terminate this Agreement pursuant to Section 7.1(d), Section 7.1(f), or Section 7.1(j), then the Company shall pay to Parent as reimbursement of Parent’s and its affiliates’ costs, expenses and utilization of resources in connection with the transactions contemplated hereby, an amount equal to $15 million in cash plus the amount of out of pocket fees and expenses, if any, incurred by Parent and its affiliates in connection with litigation arising out of this Agreement and the transactions contemplated hereby up to an additional $5 million (collectively, the “Parent Reimbursement”). In the event that the Company shall be required to pay the Parent Reimbursement and either the Company Termination Fee or the Parent Liquidated Damages, then the amount of Company Termination Fee or Parent Liquidated Damages shall be reduced by the amount of Parent Reimbursement paid to Parent hereunder. The Parent Reimbursement shall be paid to Parent promptly following termination of this agreement is terminated (i) Agreement by either party Parent pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth (and in Section 6.1(h) shall any event not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect later than two business days after delivery to the Conversion or (y) the reason Company of notice of demand for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such terminationpayment). (ce) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer Each of immediately available funds to an account designated by the recipient in writing. (d) The parties acknowledge hereto acknowledges that the agreements contained in this Section 7.2(a) and (b) 7.2 are an integral part of the transactions contemplated by this AgreementAgreement and that none of the fees contemplated under this Section 7.2 is a penalty, but rather is liquidated damages in a reasonable amount that without such agreements will compensate Parent and Merger Sub or the parties would not have entered into Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and that such amounts do not constitute a penaltyin reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. If either party fails Notwithstanding anything to pay the amounts due by them under Section 7.2(acontrary in this Agreement, (i) or (b) within the time periods specified, such party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken Company’s right to collect receive payment of such amountsthe Company Liquidated Damages pursuant to this Section 7.2, together with interest on or the amount guarantee thereof pursuant to the Guarantees described in the recitals hereto, shall be the exclusive remedy of any such unpaid amounts at the prime lending rate prevailing during such period Company against Parent, Merger Sub and the Guarantors described in the recitals hereto for (A) the loss suffered as published in The Wall Street Journal, calculated on a daily basis from result of the date such amounts were required failure of the Merger to be paid until consummated and (B) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the date transactions contemplated hereby, and upon payment of actual paymentthe Company Liquidated Damages in accordance with this Section 7.2, none of Parent, Merger Sub or the Guarantors described in the recitals hereto, or any of their respective shareholders, partners, members, directors, officers or agents, as the case may be, shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby (except as provided for in the Confidentiality Agreement referred to in Section 5.2); and (ii) subject to the final sentence of Section 7.2(b), Parent’s right to receive payment of the Company Termination Fee or the Parent Liquidated Damages, as applicable, pursuant to this Section 7.2 shall be the exclusive remedy of the Parent, Merger Sub and the Guarantors described in the recitals hereto for (A) the loss suffered as a result of the failure of the Merger to be consummated and (B) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated hereby, and upon payment of the Company Termination Fee or the Parent Liquidated Damages, as applicable, in accordance with this Section 7.2, none of the Company or any of its respective shareholders, directors, officers or agents, as the case may be, shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby (except as provided for in the Confidentiality Agreement referred to in Section 5.2) .

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as follows: (i) if In the event that this Agreement is terminated by Bradford the Company pursuant to Section 7.1(f8.1(c)(ii), then Patapsco the Company shall pay by wire transfer of same-day funds to the Purchaser a termination fee of $2,000,000 on 500,000 (the second business day following such termination; and (ii) if “Termination Fee”). The Purchaser’s acceptance of the Termination Fee shall constitute conclusive evidence that this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have has been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Stockholders Meeting, in the case of clause (A), or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a)validly terminated. (b) In the event that the Purchaser shall terminate this agreement is terminated (i) by either party Agreement pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c8.1(d)(ii), provided that (x) and a definitive agreement is entered into by the basis for such termination is the failure to receive a requisite regulatory approval Company with respect to the Conversion or (y) Takeover Proposal that gave rise to the reason Company Adverse Recommendation Change within six months after such termination of this Agreement, then the Company shall, on the date such Takeover Proposal is consummated, pay by wire transfer of same-day funds to the Purchaser an amount equal to the Termination Fee; provided, however, that for the failure purpose of this Section 8.3(b), all references in the definition of Takeover Proposal to receive “20%” shall instead be deemed to refer to “a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such terminationmajority.” (c) Any amount In the event that becomes payable (i)(A) the Purchaser validly terminates this Agreement pursuant to Section 7.2(a8.1(d)(i) due to a willful breach by the Company of any covenant or agreement contained in this Agreement or pursuant to Section 8.1(b)(i) or (bB) shall be paid either the Purchaser or the Company terminates this Agreement pursuant to Section 8.1(b)(ii), (ii) prior to the time of such termination a bona fide Takeover Proposal has been publicly made or otherwise made known to the Company’s stockholders and not withdrawn or rejected by the Company’s Board of Directors prior to such termination, and (iii) a definitive agreement is entered into by the Company with respect to such Takeover Proposal within six months after such termination of this Agreement, the Company shall, on the date such Takeover Proposal is consummated, pay by wire transfer of immediately available same-day funds the Termination Fee to an account designated by the recipient Purchaser; provided, however, that for the purpose of this Section 8.3, all references in writingthe definition of Takeover Proposal to “20%” shall instead be deemed to refer to “a majority.” (d) The parties acknowledge Company acknowledges that the agreements contained in this Section 7.2(a) and (b) 8.3 are an integral part of the transactions contemplated by this Agreement, Transactions. In the event that without such agreements the parties would not have entered into this Agreement and that such amounts do not constitute a penalty. If either party fails Company shall fail to pay the amounts due by them under Section 7.2(a) or (b) within Termination Fee when due, the time periods specified, such party Company shall pay reimburse the Purchaser for all reasonable costs and expenses actually incurred or accrued by the Purchaser (including reasonable legal fees and expensesexpenses of counsel) incurred by the other party in connection with any action, including the filing Purchaser’s enforcement of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentthis Section 8.3.

Termination Fees. (a) Patapsco shall pay Notwithstanding any other provision of this Agreement, so long as the Company is not entitled to Bradford a fee if terminate this Agreement is terminated as follows: by reason of Section 7.1(e)(ii), (i) if this Agreement is terminated by Bradford pursuant to Section 7.1(f7.1(d)(iii) or Section 7.1(e)(iii), then Patapsco the Company shall promptly pay to Parent a fee of $2,000,000 on 9 million (the second business day following amount of such terminationfee being hereinafter referred to as the "TERMINATION FEE"), plus an amount equal to all of the costs and expenses incurred by Parent and Merger Sub in connection with this Agreement and the transactions contemplated hereby (upon receipt of reasonable documentation in respect thereto) up to an aggregate of $2.5 million (the "TERMINATION EXPENSES"); and (ii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b7.1(c) or (B) by Bradford pursuant , then the Company shall promptly pay to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) Parent an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior amount equal to the date of the Stockholders Meeting, in the case of clause Termination Expenses; (A), or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (yiii) if within 12 months after such of a termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In the event that this agreement is terminated (i) by either party pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party Agreement pursuant to Section 7.1(c), provided that the Company or any of its Subsidiaries accepts a written offer for, or otherwise enters into an agreement to consummate or consummates, a Transaction Proposal (xas defined in Section 7.4(b)) with another Person, upon the signing of a definitive agreement relating to such Transaction Proposal, or, if no such agreement is signed, then upon consummation of any such Transaction Proposal, the Company shall pay to Parent an amount equal to the Termination Fee; or (iv) if within 12 months of the termination of this Agreement pursuant to Section 7.1(f) the basis for Company or any of its Subsidiaries accepts a written offer for, or otherwise enters into an agreement to consummate or consummates, a Transaction Proposal with another Person, upon the signing of a definitive agreement relating to such termination a Transaction Proposal, or, if no such agreement is signed, then upon consummation of any such Transaction Proposal, the failure Company shall pay to receive a requisite regulatory approval with respect Parent an amount equal to the Conversion Termination Fee. (b) As used in this Section 7.4 "TRANSACTION PROPOSAL" shall mean a proposal or offer (yother than by another party hereto) (i) to acquire beneficial ownership (as defined under Rule 13(d) of the reason for Exchange Act) of 50% or more of the failure outstanding capital stock of the Company or any of its Subsidiaries holding substantially all of the assets of the Company and its Subsidiaries pursuant to receive a requisite regulatory approval merger, consolidation or other business combination, sale of shares of capital stock, tender offer or exchange offer or similar transaction, including, without limitation, any single or multi-step transaction or series of related transactions which is not primarily attributable structured to Patapsco; permit such third party to acquire beneficial ownership of 50% or more of the outstanding capital stock of the Company or any of its Subsidiaries holding substantially all of the assets of the Company and its Subsidiaries, (ii) to purchase all or substantially all of the business or assets of the Company and its Subsidiaries or (iii) by Patapsco pursuant to Section 7.1(e) based on otherwise effect a breach by a Bradford Party business combination involving the Company or any of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such termination. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer of immediately available funds to an account designated by the recipient in writing. (d) The parties acknowledge that the agreements contained in Section 7.2(a) and (b) are an integral part Subsidiaries holding substantially all of the transactions contemplated by this Agreement, that without such agreements assets of the parties would not have entered into this Agreement Company and that such amounts do not constitute a penalty. If either party fails to pay the amounts due by them under Section 7.2(a) or (b) within the time periods specified, such party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentits Subsidiaries.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as followsIf: (i) if (A) this Agreement is validly terminated (x) by Bradford Parent pursuant to Section 7.1(f), then Patapsco shall pay a fee of $2,000,000 on 9.1(b)(ii) or (y) by the second business day following such termination; and (ii) if this Agreement is terminated by (A) either party Company pursuant to Section 7.1(b9.1(b)(ii) or in a circumstance in which Parent would have been permitted to terminate this Agreement pursuant to Section 9.1(b)(ii), (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date termination of this Agreement, a third Person shall have delivered to the Stockholders MeetingCompany Board a bona fide Acquisition Proposal (and such Acquisition Proposal shall not have been withdrawn prior to the termination of this Agreement) (such Acquisition Proposal, in the case of clause (A“Outstanding Proposal”), or and (C) within twelve months after the date termination of termination, in this Agreement (the case of clause (B“Tail Period”), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months after such termination Patapsco Company enters into a definitive agreement with respect toto the Outstanding Proposal and the Outstanding Proposal is consummated (whether or not such consummation occurs within the Tail Period) (for the purposes of the definition of “Outstanding Proposal” only, or consummates, an references in the definition of “Acquisition Proposal, then Patapsco ” to “15%” shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything be replaced with references to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a“50%”).; (bii) In the event that Company terminates this agreement is terminated (i) by either party Agreement pursuant to Section 7.1(d9.1(c)(iii); (iii) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party Parent terminates this Agreement pursuant to Section 7.1(c), provided that 9.1(d)(ii)(A) or, (xiv) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (yA) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco Parent terminates this Agreement pursuant to Section 7.1(e9.1(d)(ii)(B) based on and (B) within twelve months after the termination of this Agreement by Parent pursuant to such Section 9.1(d)(ii)(B), the Company enters into a definitive Company Acquisition Agreement with the Person in respect of which the Company committed such willful and material breach by a Bradford Party of its obligations under Section 5.4 or Section 5.157.3 and the Acquisition Proposal that is the subject of such definitive Company Acquisition Agreement is consummated, then Bradford the Company shall pay to Patapsco Parent a termination fee equal to $2,000,000 no later than 3.5% of the second business day after such termination. (c) Any amount that becomes aggregate Merger Consideration payable to all holders of Company Common Stock, Company Restricted Shares and Company Stock Options pursuant to Section 7.2(a2.8(a) or and Section 2.9 (b) shall be paid the “Company Termination Fee”), by wire transfer of immediately available funds to an account one or more accounts designated in writing by Parent, (I) in the recipient case of clause (i) above, on the date on which the Company consummates the Outstanding Proposal, (II) in writingthe case of clause (ii) above, concurrently with such termination, (III) in the case of termination pursuant to clause (iii) above, within two Business Days following the date of such termination, and (IV) in the case of clause (iv) above, on the date on which the Company consummates the Acquisition Proposal. (b) In no event shall the Company be required to pay the Company Termination Fee on more than one occasion whether or not the Company Termination Fee may be payable at the same time or at different times and/or based upon the occurrence of different events. (c) In the circumstances in which the Company Termination Fee is paid in accordance with Section 9.3(a), Parent’s receipt of the Company Termination Fee from the Company pursuant to Section 9.3(a) shall (i) subject to Section 9.3(d), 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 (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for the termination giving rise to payment of such Company Termination Fee and (ii) subject to Section 9.3(d) and Section 10.11, be the sole and exclusive remedy of Parent and Merger Sub against the Company, its Subsidiaries and each of their respective former, current and future directors, officers, employees, agents, general and limited partners, managers, members, stockholders, Affiliates and assignees and each former, current or future director, officer, employee, agent, stockholder, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing (each, a “Company Party”) for any loss or damage suffered as a result of the failure of the Merger to be consummated or for a breach or failure to perform hereunder, and no Company Party shall have any other liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that in no event shall the Company’s liability for the Company’s fraud or willful and material breach of this Agreement be so limited. (d) The parties acknowledge that the agreements contained in this Section 7.2(a) and (b) 9.3 are an integral part of the transactions contemplated by this AgreementAgreement and that, that without such agreements these agreements, the parties would not have entered enter into this Agreement and that such amounts do not constitute a penalty. If either party Agreement; accordingly, if the Company fails to promptly pay the amounts amount due by them under pursuant to Section 7.2(a9.3(a) and, to obtain such payment, Parent or (b) within Merger Sub commences a suit that results in a judgment against the time periods specifiedCompany for the amount set forth in Section 9.3(a), such party then the Company shall pay to Parent or Merger Sub, as the case may be, (A) Parent’s or Merger Sub’s reasonable costs and expenses (including reasonable legal fees and expensesattorneys’ fees) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with suit and (B) interest on the amount of any payable pursuant to such unpaid amounts judgment at the interest rate per annum described as the prime lending rate prevailing during such period as published in The Wall Street JournalJournal on the date of payment and compounded quarterly, calculated on a daily basis with such interest being payable in respect of the period from the date such amounts were that payment was originally required to be paid until made pursuant to Section 9.3(a) through the date of actual payment.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if Notwithstanding any provision in this Agreement is terminated as follows:to the contrary, if (i) if this Agreement is terminated by Bradford pursuant to Section 7.1(f), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and (ii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date termination of this Agreement, any bona fide Alternative Proposal (substituting 50% for the Stockholders 15% threshold set forth in the definition of “Alternative Proposal” with respect to acquisitions of Common Stock and substituting 30% for the 15% threshold set forth in the definition of “Alternative Proposal” with respect to acquisitions of assets) (a “Qualifying Transaction”) is made or delivered to the Company or publicly proposed or publicly disclosed prior to the Company Meeting, (B) this Agreement is terminated by Parent pursuant to Section 7.1(f) and (C) concurrently with or within twelve (12) months after such termination, the Company shall have entered into a definitive agreement providing for a Qualifying Transaction (which, for the avoidance of doubt, shall include any transaction meeting the definition of Qualifying Transaction and need not be a Qualifying Transaction received or disclosed prior to the termination of this Agreement), or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) or by Parent pursuant to Section 7.1(j) and concurrently with or within twelve (12) months after such termination, either a Qualifying Transaction shall have been consummated or the Company shall have entered into a definitive agreement providing for a Qualifying Transaction, or (iii) in the event a tender offer or exchange offer that is a Qualifying Transaction is consummated prior to the termination of this Agreement and this Agreement is terminated for any reason other than pursuant to Section 7.1(e) or Section 7.1(i), or (iv) 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 pay to Parent a fee of $165 million in cash (the “Company Termination Fee”), such payment to be made, in the case of clause a termination referenced in clauses (A)i) or (ii) above, upon consummation of the Qualifying Transaction, or the date of termination, in the case of clause clauses (Biii) or (iv) above, concurrently with any such termination by the Company or within two (2) business days after any such termination by Parent; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (b) Notwithstanding any provision in this Agreement to the contrary, (i) in the event the Company shall have willfully breached or willfully failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, and (ii) as a result of such breach or failure to perform, either immediately or with the passage of time, the Company or Parent terminates this Agreement in accordance with Section 7.1, other than pursuant to Section 7.1(e), 7.1(g), 7.1(h) or 7.1(i), then Patapsco the Company shall pay to Parent a fee of $165 million in cash (x) $1,000,000 the “Parent Liquidated Damages”); provided, that in no event shall the Company pay both the Company Termination Fee and the Parent Liquidated Damages; provided, further, that in the event the Company would be required to Bradford pay, but for the foregoing proviso, both the Company Termination Fee and the Parent Liquidated Damages, only the Parent Liquidated Damages shall be payable. In no event shall the Company be required to pay either the Company Termination Fee or the Parent Liquidated Damages on more than one occasion. The Parent Liquidated Damages shall be paid to Parent promptly following termination of this Agreement by the second Company or Parent, as the case may be, as provided in this paragraph (and in any event not later than two business day following such termination and (y) if within 12 months days after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on delivery to the date Company of such execution or consummationnotice of demand for payment). Notwithstanding anything to the contrary contained hereinin this Agreement, Patapsco nothing in this Agreement shall not be obligated to pay aggregate termination fees prevent Parent from claiming or receiving actual damages from the Company in excess of $2,000,000 the Parent Liquidated Damages in the event of a willful and material breach of Section 5.3 hereof. (c) Notwithstanding any provision in this Agreement to the contrary, in the event (i) the Company shall terminate this Agreement pursuant to Section 7. l(i), or (ii)(A) Parent or Merger Sub shall have willfully breached or willfully failed to perform in any material respect any of their representations, warranties, covenants or other agreements contained in this Agreement, and (B) as a result of such breach or failure to perform, either immediately or with the passage of time, the Company or Parent shall terminate this Agreement in accordance with Section 7.2(a7.1, other than pursuant to Section 7.1(f), 7.1(g) or 7.1(h), then Parent shall pay to the Company a fee of $165 million in cash (the “Company Liquidated Damages”). In no event shall Parent be required to pay the Company Liquidated Damages on more than one occasion. The Company Liquidated Damages shall be paid to the Company promptly following termination of this Agreement by the Company or Parent, as the case may be, as provided in this paragraph (and in any event not later than two business days after delivery to Parent of notice of demand for payment). (bd) Notwithstanding any provision in this Agreement to the contrary, in the event Parent shall terminate this Agreement pursuant to Section 7.1(d), Section 7. l(f), or Section 7.1(j), then the Company shall pay to Parent as reimbursement of Parent’s and its affiliates’ costs, expenses and utilization of resources in connection with the transactions contemplated hereby, an amount equal to $15 million in cash plus the amount of out of pocket fees and expenses, if any, incurred by Parent and its affiliates in connection with litigation arising out of this Agreement and the transactions contemplated hereby up to an additional $5 million (collectively, the “Parent Reimbursement”). In the event that the Company shall be required to pay the Parent Reimbursement and either the Company Termination Fee or the Parent Liquidated Damages, then the amount of Company Termination Fee or Parent Liquidated Damages shall be reduced by the amount of Parent Reimbursement paid to Parent hereunder. The Parent Reimbursement shall be paid to Parent promptly following termination of this agreement is terminated (i) Agreement by either party Parent pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth (and in Section 6.1(h) shall any event not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect later than two business days after delivery to the Conversion or (y) the reason Company of notice of demand for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such terminationpayment). (ce) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer Each of immediately available funds to an account designated by the recipient in writing. (d) The parties acknowledge hereto acknowledges that the agreements contained in this Section 7.2(a) and (b) 7.2 are an integral part of the transactions contemplated by this AgreementAgreement and that none of the fees contemplated under this Section 7.2 is a penalty, but rather is liquidated damages in a reasonable amount that without such agreements will compensate Parent and Merger Sub or the parties would not have entered into Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and that such amounts do not constitute a penaltyin reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. If either party fails Notwithstanding anything to pay the amounts due by them under Section 7.2(acontrary in this Agreement, (i) or (b) within the time periods specified, such party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken Company’s right to collect receive payment of such amountsthe Company Liquidated Damages pursuant to this Section 7.2, together with interest on or the amount guarantee thereof pursuant to the Guarantees described in the recitals hereto, shall be the exclusive remedy of any such unpaid amounts at the prime lending rate prevailing during such period Company against Parent, Merger Sub and the Guarantors described in the recitals hereto for (A) the loss suffered as published in The Wall Street Journal, calculated on a daily basis from result of the date such amounts were required failure of the Merger to be paid until consummated and (B) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the date transactions contemplated hereby, and upon payment of actual paymentthe Company Liquidated Damages in accordance with this Section 7.2, none of Parent, Merger Sub or the Guarantors described in the recitals hereto, or any of their respective shareholders, partners, members, directors, officers or agents, as the case may be, shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby (except as provided for in the Confidentiality Agreement referred to in Section 5.2); and (ii) subject to the final sentence of Section 7.2(b), Parent’s right to receive payment of the Company Termination Fee or the Parent Liquidated Damages, as applicable, pursuant to this Section 7.2 shall be the exclusive remedy of the Parent, Merger Sub and the Guarantors described in the recitals hereto for (A) the loss suffered as a result of the failure of the Merger to be consummated and (B) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated hereby, and upon payment of the Company Termination Fee or the Parent Liquidated Damages, as applicable, in accordance with this Section 7.2, none of the Company or any of its respective shareholders, directors, officers or agents, as the case may be, shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby (except as provided for in the Confidentiality Agreement referred to in Section 5.2).

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as follows: (i) if In the event that this Agreement is terminated by Bradford either the Company or Parent pursuant to Section 7.1(f), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and (ii8.1(b)(i) if this Agreement is terminated or Section 8.1(b)(iii) or by (A) either party Parent pursuant to Section 7.1(b8.1(c)(i) and (i) a Takeover Proposal was first publicly proposed or (B) announced by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time Person after the date of this Agreement and on not withdrawn or prior to the date abandoned as of the Stockholders Meeting, such termination (in the case of clause (Aa termination pursuant to Section 8.1(b)(i) or Section 8.1(c)(i), ) or the date time of termination, the Company Stockholders Meeting (in the case of clause (Ba termination pursuant to Section 8.1(b)(iii)), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (yii) if within 12 months after such termination Patapsco the Company enters into a definitive agreement with respect toto and consummates a transaction constituting a Takeover Proposal with any Person within twelve (12) months after such termination of this Agreement, or consummatesthen, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of consummation of such execution transaction, the Company shall pay or consummation. Notwithstanding anything cause to be paid to Parent (or its designees) the contrary contained herein, Patapsco shall not be obligated Company Termination Fee (less any amount paid by the Company to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In the event that this agreement is terminated (i) by either party Parent pursuant to Section 7.1(d8.3(f)) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such termination. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For purposes of this Section 8.3(a), each reference to “20%” or “80%” in the definition of “Takeover Proposal” shall be deemed to be a reference to “50%”. (b) In the event that this Agreement is terminated by the recipient Company pursuant to Section 8.1(d)(ii), then, prior to or concurrently with such termination, the Company shall pay or cause to be paid to Parent the Company Termination Fee by wire transfer of immediately available funds to an account designated in writingwriting by Parent. (c) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(c)(ii), then the Company shall promptly, but in no event later than two (2) Business Days after the date of such termination, pay or cause to be paid to Parent the Company Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent. (d) The parties agree and understand that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. Notwithstanding anything to the contrary in this Agreement, (i) if Parent receives the Company Termination Fee from the Company when such Company Termination Fee is due pursuant to this Section 8.3, such payment shall be the sole and exclusive remedy of Parent and Merger Sub against the Company and the Company Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates (collectively, the “Company Related Parties”) 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 contemplated hereby and none of Parent, Merger Sub or any other Person shall be entitled to bring or maintain any other claim, action or proceeding against the Company or any other Company Related Party arising out of this Agreement, the Merger or any matters forming the basis for such termination; provided that the foregoing shall not limit the obligations of the Company set forth in the last sentence of this Section 8.3(d). For the avoidance of doubt, while Parent and Merger Sub may pursue both a grant of specific performance (solely in accordance with Section 9.12) and the payment of the Company Termination Fee (solely in accordance with this Section 8.3) or monetary damages, under no circumstances shall Parent and Merger Sub be entitled to receive both a grant of specific performance requiring the Company to consummate the Merger and any money damages, including all or any portion of the Company Termination Fee, and while the Company may pursue both a grant of specific performance and the payment of monetary damages, under no circumstances shall the Company be entitled to receive both a grant of specific performance requiring the Parent and Merger to consummate the Merger and any money damages. The parties acknowledge that the agreements contained in this Section 7.2(a) and (b) 8.3 are an integral part of the transactions contemplated by this Agreementhereby, that and that, without such agreements these agreements, the parties would not have entered enter into this Agreement Agreement, and that such any amounts payable pursuant to this Section 8.3 do not constitute a penalty. If either party the Company fails to pay the amounts any amount that may become due by them under pursuant to this Section 7.2(a) or (b) 8.3 within the time periods specifiedspecified in this Section 8.3, such party the Company shall pay the reasonable and documented out-of-pocket costs and expenses (including reasonable and documented legal fees and expensesexpenses of outside counsel) incurred by the other party Parent and Merger Sub in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment. (e) Notwithstanding anything to the contrary set forth in this Agreement (including Section 8.3(d)), nothing herein shall relieve any party from any liability or damages resulting from any fraud or any willful and material breach of this Agreement. (f) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(iii), the Company shall reimburse Parent and its Affiliates, by wire transfer of immediately available funds to an account designated by Parent no later than two (2) Business Days after submission of reasonable documentation therefor, for all of their out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, investment banking firms and other financial advisors, lenders, experts and consultants) actually incurred or accrued in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, in an amount not to exceed $10,000,000. (g) If the Company becomes obligated to pay the Company Termination Fee under this Section 8.3, then, if requested by Parent, the Company shall deposit into escrow an amount in cash equal to the Company Termination Fee with an escrow agent selected by the Company that is reasonably acceptable to Parent pursuant to a written escrow agreement (the “Company Termination Fee Escrow Agreement”) reflecting the terms set forth in this Section 8.3(g) and otherwise reasonably acceptable to the escrow agent. The Company Termination Fee Escrow Agreement shall provide that the Company Termination Fee in escrow or the applicable portion thereof shall be released to Parent on an annual basis based upon the delivery by Parent to the escrow agent of any one (or a combination) of the following: (i) a letter from Parent’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to Parent without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code for the applicable taxable year of Parent determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(I) or 856(c)(3)(A)-(I) of the Code (such income, “Qualifying REIT Income”), in which case the escrow agent shall release to Parent such maximum amount stated in the accountant’s letter; (ii) a letter from Parent’s counsel indicating that Parent received a private letter ruling from the IRS holding that the receipt by Parent of the Company Termination Fee would either constitute Qualifying REIT Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in which case the escrow agent shall release to Parent the remainder of the Company Termination Fee; or (iii) a letter from Parent’s counsel indicating that Parent has received a tax opinion from its outside counsel or accountant, respectively, to the effect that the receipt by Parent of the Company Termination Fee should either constitute Qualifying REIT Income or should be excluded from gross income within the meaning of Section 856(c)(2) and (3) of the Code, in which case the escrow agent shall release to Parent the remainder of the Company Termination Fee. The Company Termination Fee Escrow Agreement shall further provide that, at the end of the third calendar year beginning after the date on which the Company’s obligation to pay the Company Termination Fee arose (or earlier if directed by Parent), any remaining amount then being held in escrow by the escrow agent shall be disbursed to the Company. The parties agree to cooperate in good faith to amend this Section 8.3(g) at the reasonable request of Parent in order to (A) maximize the portion of the applicable Company Termination Fee that may be distributed to Parent hereunder without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (B) improve Parent’s chances of securing the favorable private letter ruling from the IRS described in this Section 8.3(g) or (C) assist Parent in obtaining the favorable tax opinion from its outside counsel or accountant described in this Section 8.3(g). The Company Termination Fee Escrow Agreement shall provide that Parent shall bear all costs and expenses under the Company Termination Fee Escrow Agreement. The Company shall not be a party to the Company Termination Fee Escrow Agreement and shall not bear any liability, cost or expense resulting directly or indirectly from the Company Termination Fee Escrow Agreement (other than any Taxes imposed on the Company in connection therewith).

Termination Fees. (a) Patapsco In the event that this Agreement is validly terminated by Parent pursuant to Section 10.2(a) and at the time of any such termination, the Company is not permitted to terminate this Agreement pursuant to Section 10.2(b) (such termination, a “Parent Termination for Cause”), then the Company shall pay to Bradford Parent a termination fee if this Agreement is terminated as follows: in the amount equal to $1,000,000 (iwhich fee shall be payable within two (2) if this Agreement is terminated by Bradford pursuant to Section 7.1(f), then Patapsco shall pay a fee of $2,000,000 on the second business day following Business Days after such termination; and ) (ii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Stockholders Meeting, in the case of clause (A), or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a“Company Termination Fee”). (b) In the event that this agreement Agreement is validly terminated (i) by either party the Company pursuant to Section 7.1(d10.2(b) andand at the time of any such termination, as of the Termination Date, the conditions set forth in Section 6.1(h) shall Parent is not have been satisfied; (ii) by either party permitted to terminate this Agreement pursuant to Section 7.1(c10.2(a) (such termination, a “Company Termination for Cause”), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford Parent shall pay to Patapsco the Company a termination fee in the amount equal to $2,000,000 no later than the second business day 1,000,000 (which fee shall be payable within two (2) Business Days after such termination) (the “Parent Termination Fee”). (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer of immediately available funds to an account designated by the recipient in writing. (d) The parties Company and Parent acknowledge and agree that the agreements contained in this Section 7.2(a) and (b) 10.4 are an integral part of the transactions contemplated by this Agreement, that and that, without such agreements these agreements, none of the parties Company or Parent would not have entered enter into this Agreement and that such amounts do not constitute a penalty. If Agreement; accordingly if either party the Company, on the one hand, or Parent, on the other hand, fails promptly to pay any amount due pursuant to this Section 10.4, and, in order to obtain such payment, the amounts due by them under Section 7.2(a) Company or (b) within Parent, as applicable, commences a suit that results in a judgment against the time periods specifiedCompany, such party on the one hand, or Parent, on the other hand, as applicable, for the applicable termination fee, as the case may be, the Company shall pay to Parent, or Parent shall pay to the Company, as applicable, its costs and expenses (including reasonable legal attorneys’ fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on the amount due pursuant to this Section 10.4 from the date such payment was required to be made until the date of any such unpaid amounts payment at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated Journal in effect on a daily basis from the date such amounts were payment was required to be paid until the date made. All payments under this Section 10.4 shall be made by wire transfer of actual paymentimmediately available funds to an account designated in writing by Parent or Company.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as follows: In the event that (i) if following the execution and delivery of this Agreement is terminated by Bradford pursuant and prior to Section 7.1(f), then Patapsco shall pay a fee the termination of $2,000,000 on the second business day following such termination; and (ii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an a bona fide Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announcedproposed and not withdrawn, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Stockholders Meeting, in the case of clause (A), or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In the event that this agreement is terminated (i) by either party pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party this Agreement is thereafter terminated pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or and (iii) by Patapsco within nine (9) months following the termination of this Agreement, either an Acquisition Transaction (whether or not pursuant to Section 7.1(ethe Acquisition Proposal referenced in the preceding clause (i)) based on is consummated or the Company enters into a breach by a Bradford Party of its obligations under Section 5.4 definitive Contract providing for an Acquisition Transaction (whether or Section 5.15not pursuant to the Acquisition Proposal referenced in the preceding clause (i)), then Bradford the Company shall pay to Patapsco Parent (or its designee), within one Business Day after the event described in the preceding clause (iii) that triggers the obligation to pay such fee, a fee equal to in the amount of Four Million Dollars ($2,000,000 no later than 4,000,000) (the second business day after such termination. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid “Termination Fee Amount”), in cash by wire transfer of immediately available funds to an account designated in writing by Parent (provided that for purposes of this clause (a) the references to “20%” and “80%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”). (b) In the event that (i) following the execution and delivery of this Agreement and prior to the breach described in clause (ii) below that forms the basis for the termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or proposed and not withdrawn and (ii) this Agreement is thereafter terminated pursuant to Section 7.1(e)(i) (solely where the underlying breach of the covenant or agreement by the recipient Company was a Willful Breach), and (iii) within nine (9) months following the termination of this Agreement, either an Acquisition Transaction (whether or not pursuant to the Acquisition Proposal referenced in writingthe preceding clause (i)) is consummated or the Company enters into a definitive Contract providing for an Acquisition Transaction (whether or not pursuant to the Acquisition Proposal referenced in the preceding clause (i)), then the Company shall pay to Parent (or its designee), within one Business Day after the event described in the preceding clause (iii) that triggers the obligation to pay such fee, the Termination Fee Amount in cash by wire transfer of immediately available funds to an account designated in writing by Parent (provided that for purposes of this clause (b) the references to “20%” and “80%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”). (c) In the event that this Agreement is terminated pursuant to Section 7.1(f) or Section 7.1(g), the Company shall pay to Parent (or its designee), contemporaneously with such termination, the Termination Fee Amount in cash by wire transfer of immediately available funds to an account designated in writing by Parent. (d) The parties acknowledge Company acknowledges and hereby agrees that the agreements contained in provisions of this Section 7.2(a) and (b) 7.3 are an integral part of the transactions contemplated by this AgreementAgreement (including the Offer and the Merger), that and that, without such agreements the parties provisions, Parent would not have entered into this Agreement and that such amounts do not constitute a penalty. If either party fails to pay the amounts due by them under Section 7.2(a) or (b) within the time periods specified, such party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.this

Termination Fees. (a) Patapsco shall pay to Bradford a fee if If BOC terminates this Agreement is terminated as follows: (i) if this Agreement is terminated by Bradford pursuant to Section 7.1(fParagraph 8.02(a)(viii), then Patapsco ▇▇▇▇▇▇▇▇ shall pay BOC a termination fee in the amount of $2,000,000 on the second business day following such termination; and (ii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) 500,000. If at any time after the date of this Agreement and on or prior to before the date of the Stockholders Meeting, in the case of clause (A), or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months after such termination Patapsco enters ▇▇▇▇▇▇▇▇ shall have executed or entered into a definitive agreement with respect to, or consummates, an Acquisition ProposalAgreement, then Patapsco ▇▇▇▇▇▇▇▇ shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate BOC an additional termination fees fee in excess the amount of $2,000,000 pursuant to this Section 7.2(a)1,000,000. (b) In the event that If this agreement Agreement is terminated (i) by either party BOC pursuant to Section 7.1(dParagraph 8.02(a)(i) andwhere ▇▇▇▇▇▇▇▇’▇ failure to fully perform any of its obligations, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant covenants or agreements that gives rise to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason was for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15reasons reasonably within ▇▇▇▇▇▇▇▇’▇ control, then Bradford ▇▇▇▇▇▇▇▇ shall be obligated to pay to Patapsco BOC a termination fee equal to in the amount of $2,000,000 no later than 200,000. If at any time after the second business day date of this Agreement and before the date 12 months after such terminationtermination ▇▇▇▇▇▇▇▇ shall have executed or entered into an Acquisition Agreement, then ▇▇▇▇▇▇▇▇ shall be obligated to pay BOC an additional termination fee in the amount of $1,000,000. (c) Any amount that becomes payable If this Agreement is terminated by ▇▇▇▇▇▇▇▇ pursuant to Section 7.2(aParagraph 8.02(b)(i) where BOC’s failure to fully perform any of its obligations, covenants or agreements that gives rise to such termination was for reasons reasonably within BOC’s control, then BOC shall be obligated to pay ▇▇▇▇▇▇▇▇ a termination fee in the amount of $200,000. (bd) If ▇▇▇▇▇▇▇▇ terminates this Agreement pursuant to Paragraph 8.02(b)(vi), then ▇▇▇▇▇▇▇▇ shall be obligated to make payment to BOC of a termination fee in the amount of $1,500,000. (e) Any termination fees payable under this Paragraph 8.04 shall be paid by wire transfer of immediately available funds to within two business days following, as applicable, termination or the date an account designated by the recipient in writingAcquisition Agreement is executed or entered into. (df) The parties acknowledge Any termination fees payable under this Paragraph 8.04 shall be in addition to, and not in lieu of, any other amounts that the agreements contained in Section 7.2(a) and (b) are an integral part also may become payable by any of the transactions contemplated by this Agreement, that without such agreements the parties would not have entered into this Agreement and that such amounts do not constitute a penalty. If either party fails them pursuant to pay the amounts due by them under Section 7.2(a) or (b) within the time periods specified, such party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual paymentParagraph 8.03 above.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if Notwithstanding any provision in this Agreement is terminated as followsto the contrary if: (i) if (A) prior to the termination of this Agreement, any Acquisition Proposal (for purposes of this subsection, substituting 50% for the 20% threshold set forth in the definition of Acquisition Proposal) or the bona fide intention of any Person to make an Acquisition Proposal is publicly proposed or publicly disclosed or otherwise made known to the Company prior to, and not withdrawn at or prior to the time of, the relevant termination (each, a "Qualifying Transaction"), (B) this Agreement is terminated by Bradford Purchaser or the Company pursuant to Section 7.1(f), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and (ii8.1(b)(i) if this Agreement is terminated or Section 8.1(b)(ii) or by (A) either party Purchaser pursuant to Section 7.1(b8.1(b)(iv) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Stockholders Meeting, in the case of clause (A), or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (yC) if concurrently with or within 12 twelve (12) months after such termination Patapsco termination, the Company enters into a definitive agreement with respect to, to or consummates, an Acquisition Proposalconsummates any Qualifying Transaction, then Patapsco shall the Company shall, concurrently with the consummation of the Qualifying Transaction, pay to Purchaser a fee of $1,000,000 45.0 million in cash (the "Break-Up Fee") (in any event net of any Purchaser Expense Reimbursement previously paid by the Company); (ii) this Agreement is terminated by the Company on the date of such execution or consummation. Notwithstanding anything prior to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In tenth Business Day following the event that this agreement is terminated (i) by either party Solicitation Period End Date pursuant to Section 7.1(d8.1(c) andin connection with a Superior Proposal made by an Excluded Party, as the Company shall, concurrently with the consummation of such Superior Proposal, pay to Purchaser a fee of $22.5 million in cash (the Termination "Excluded Party Break-Up Fee"); provided, however, that if the initial Notice Period begins on or prior to the tenth Business Day following the Solicitation Period End Date, such tenth Business Day shall be tolled until the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party end of all applicable Notice Periods with respect to that specific Excluded Party for which such written notice was delivered pursuant to Section 7.1(c), provided that (x6.5(e)(i) and the basis for Company shall be entitled to pay the Excluded Party Break-Up Fee rather than the Break-Up Fee as required by Section 8.3(b)(iii) below if the Agreement is terminated by the Company pursuant to Section 8.1(c) immediately following the end of all applicable Notice Periods as a result of the Superior Proposal made by such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or Excluded Party; (iii) this Agreement is terminated by Patapsco the Company pursuant to Section 7.1(e8.1(c) based on (A) in connection with a breach Superior Proposal made by a Bradford Party Person other than an Excluded Party, or (B) except as provided in Section 8.3(b)(ii) above, on or after the eleventh Business Day following the Solicitation Period End Date in connection with a Superior Proposal made by an Excluded Party, the Company shall, concurrently with the consummation of its obligations under such Superior Proposal, pay to Purchaser the Break-Up Fee; (iv) this Agreement is terminated by Purchaser pursuant to Section 5.4 8.1(d)(i) (unless the Company terminated this Agreement pursuant to Section 8.1(c) in connection with such Change of Recommendation) or Section 5.158.1(d)(ii), then Bradford the Company shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after Purchaser, within two (2) days of such termination, the Break-Up Fee. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer of immediately available funds to an account designated by the recipient in writing. (d) The parties acknowledge that the agreements contained in Section 7.2(a) and (b) are an integral part of the transactions contemplated by this Agreement, that without such agreements the parties would not have entered into this Agreement and that such amounts do not constitute a penalty. If either party fails to pay the amounts due by them under Section 7.2(a) or (b) within the time periods specified, such party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as followsIf: (i) if Parent shall terminate this Agreement pursuant to Section 9.1(d); (ii) (A) this Agreement is terminated by Bradford the Company or Parent pursuant to Section 7.1(f9.1(b)(ii), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and (iiB) if this Agreement is terminated by (A) either party the Company or Parent pursuant to Section 7.1(b9.1(b)(i) and the Company Stockholder Approval shall not theretofore have been obtained or (BC) this Agreement is terminated by Bradford Parent pursuant to Section 7.1(e9.1(e) because of Patapsco’s willful breach and the Company Stockholder Approval shall not theretofore have been obtained, and after the date hereof but on or before the date of any representationsuch termination an Acquisition Proposal shall have been made and become publicly known, warrantywhether or not withdrawn, covenant or agreement under this Agreement, and (x) prior to the Company Stockholder Meeting (in the case of a termination contemplated by clause (Aii)(A)) or (By) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Stockholders Meeting, such termination (in the case of a termination contemplated by clause (Aii)(B) or (ii)(C)); or (iii) the Company shall terminate this Agreement pursuant to Section 9.1(f), then in any case as described in clause (i), (ii) or (iii) the Company shall pay (or cause to be paid) to Parent (by wire transfer of immediately available funds), (x) in the case described in clause (i) or (iii), $1,000,000,000 (the “Termination Fee”) not later than the date of termination, in the case termination of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination this Agreement and (y) if in the case described in clause (ii), the Company shall pay (or cause to be paid) an amount equal to the Termination Fee not later than the date an Acquisition Proposal is consummated or a definitive agreement is entered into by the Company providing for any Acquisition Proposal, as long as such Acquisition Proposal is consummated or such definitive agreement is executed within 12 months after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything termination of this Agreement; provided, however, that for the purpose of this clause (y), all references in the definition of Acquisition Proposal to the contrary contained herein, Patapsco 20% shall not be obligated instead refer to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a)50%. (b) In the event that If this agreement Agreement is terminated (i) by either party the Company pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c9.1(e), provided that then Parent shall pay (xor cause to be paid) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or Company (yby wire transfer of immediately available funds) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee an amount equal to $2,000,000 no later than the second business day Chevron Termination Fee within two Business Days after the date of such termination. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer of immediately available funds to an account designated by the recipient in writing. (d) The parties acknowledge Each party acknowledges that the agreements contained in this Section 7.2(a) and (b) 10.5 are an integral part of the transactions contemplated by this Agreement, that and that, without such agreements the parties these agreements, no party would not have entered into this Agreement and that such amounts do not constitute a penaltyAgreement. If either party Accordingly, if the Company or Parent fails to pay timely any amount due pursuant to this Section 10.5 and, in order to obtain such payment, the amounts due by them under other party (the “Recipient”) commences a suit which results in a judgment against the party obligated to make such payment (the “Payor”) for the amount payable to the Recipient pursuant to this Section 7.2(a) or (b) within 10.5, the time periods specified, such party Payor shall pay to the Recipient its reasonable costs and expenses (including reasonable legal attorneys’ fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on the amount of any such unpaid amounts so payable at the prime lending rate prevailing during such period on six (6)-month United States Treasury obligations (as published in The Wall Street Journal, calculated on a daily basis from of the date such amounts were payment was required to be paid until the date of actual paymentmade pursuant to this Agreement) plus three percent (3%).

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as followsIn the event that: (i) if (A) a Third Party shall have publicly announced a bona fide Competing Proposal after the date of this Agreement, (B) this Agreement is subsequently terminated by the Company or Parent pursuant to Section 8.1(b)(iii), and, at the time of the Stockholders’ Meeting, such Competing Proposal was not withdrawn, and (C) within twelve (12) months of such termination, the Company consummates a transaction involving such Competing Proposal existing at the time of such termination (as the same may be amended or modified from time to time); provided, however, that for purposes of this Section 8.3(a)(i), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed to be references to “fifty percent (50%)”; (ii) this Agreement is terminated by Bradford Parent pursuant to Section 7.1(f8.1(d)(ii) or Section 8.1(d)(iii), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; andor (iiiii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person a Third Party shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time announced a bona fide Competing Proposal after the date of this Agreement and on (B) this Agreement is subsequently terminated by Parent pursuant to Section 8.1(d)(i) as a result of a knowing and intentional breach of covenant under this Agreement by the Company and, at the time of such knowing and intentional breach of covenant such Competing Proposal was not withdrawn; provided, however, that for purposes of this Section 8.3(a)(iii), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed to be references to “fifty percent (50%)”; provided, further, that a failure of the Company to consummate the Merger when all of the conditions set forth in Article VII to its obligations hereunder have been satisfied or prior waived (other than the obtaining of the Requisite Stockholder Approval and those conditions that by their terms are to be satisfied at the Closing and which are capable of satisfaction as of the date of such termination), shall constitute a “knowing and intentional breach” for purposes of this Section 8.3(a)(iii); then the Stockholders MeetingCompany shall, (A) in the case of clause (A)i) above, or no later than two (2) Business Days following the date of terminationthe consummation of such transaction involving a Competing Proposal, (B) in the case of clause (B)ii) above, then Patapsco shall pay (x) $1,000,000 prior to Bradford on the second business day following or substantially concurrently with such termination termination, and (yC) if within 12 months in the case of clause (iii) above, no later than two (2) Business Days after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution termination, pay, or consummation. Notwithstanding anything cause to be paid, at the contrary contained hereindirection of Parent, Patapsco the Termination Fee (it being understood that in no event shall not the Company be obligated required to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(athe Termination Fee on more than one occasion). (b) In Notwithstanding anything to the event that contrary set forth in this agreement is terminated (i) by either party Agreement, but subject to Section 9.9, Parent’s right to receive payment from the Company of the Termination Fee pursuant to Section 7.1(d) and8.3(a), as of in circumstances where the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party Fee is owed pursuant to Section 7.1(c8.3(a)(i) or Section 8.3(a)(ii), provided that shall constitute the sole and exclusive remedy of Parent and Acquisition Sub against the Company and its Subsidiaries and any of their respective, direct or indirect, former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (xcollectively, the “Company Related Parties”) the basis for such termination is all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to receive be consummated or for a requisite regulatory approval breach or failure to perform hereunder or otherwise, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated thereby (except that the Company shall also be obligated with respect to the Conversion or (ySection 8.3(c) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to and Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.158.6, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such terminationas applicable). (c) Any amount Each of the parties hereto acknowledges that becomes payable pursuant to Section 7.2(a(i) or (b) shall be paid by wire transfer of immediately available funds to an account designated by the recipient in writing. (d) The parties acknowledge that the agreements contained in this Section 7.2(a) and (b) 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) each of the Termination Fee is not a penalty, but except as set forth in Section 8.3(b), is liquidated damages, in a reasonable amount that will compensate the Parent, in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without such agreements these agreements, the parties would not have entered enter into this Agreement and that such amounts do not constitute a penalty. If either party Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the amounts due by them under Company for the payment of any amount set forth in this Section 7.2(a) or (b) within 8.3, the time periods specified, such party Company shall pay the Parent its costs and expenses (including reasonable legal fees and expenses) incurred by the other party Expenses in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on the amount of any such unpaid amounts at the annual rate of five percent (5%) plus the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated Journal in effect on a daily basis from the date such amounts were payment was required to be paid until made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. (d) If this Agreement is terminated by Parent pursuant to Section 8.1(d)(iv), the Company shall reimburse Parent for all reasonable Expenses it incurred, paid or suffered in connection with the evaluation and investigation of actual paymentthe transactions contemplated by this Agreement, entry into this Agreement and all acts and things done pursuant to this Agreement prior to such termination.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as follows: In the event (i) if Company terminates this Agreement is terminated by Bradford pursuant to Section 7.1(f), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and 7.1(h) or (ii) if Parent terminates this Agreement is terminated by (A) either party pursuant to Section 7.1(b7.1(g) or Parent terminates this Agreement as a result of the Company's willful and material breach of Section 4.2, then the Company shall pay Parent an amount equal to $3,900,000 (the "COMPANY TERMINATION FEE"), by wire transfer of immediately available funds upon the occurrence of such event. (b) In the event (i) Stockholder Approval is not received, (ii) prior to the Company Stockholders' Meeting there shall have been a Takeover Proposal made (whether or not such Takeover Proposal shall have been rejected or shall have been withdrawn prior to the time of the Company Stockholders' Meeting) and (iii) within nine (9) months from the termination of the Agreement, the Company shall have entered into an agreement for, and within twelve (12) months from such termination shall have consummated, a transaction substantially in the form proposed in such Takeover Proposal with the party that made such Takeover Proposal, then the Company shall pay Parent an amount equal to the Company Termination Fee by wire transfer of immediately available funds, payable upon consummation of such transaction. (c) In the event (i) Company terminates this Agreement pursuant to Section 7.1(c) or (Bii) by Bradford pursuant to Section 7.1(e) because Parent terminates this Agreement and is at the time of Patapsco’s willful such termination in material breach of any representation, warranty, covenant or agreement under of Parent or Sub set forth in this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Stockholders Meeting, in the case of clause (A), or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In the event that this agreement is terminated (i) by either party pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford Parent shall pay to Patapsco a fee equal to the Company the amount of $2,000,000 no later than 3,900,000 (the second business day after such termination. (c"PARENT TERMINATION FEE") Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer of immediately available funds upon the occurrence of such event. The parties hereto acknowledge and agree in advance that the amount of the Parent Termination Fee is a fair and equitable amount to an account designated reimburse the Company for any damages which the parties estimate may be sustained by the recipient Company due to the termination of this Agreement in writingthe circumstances herein described, and that this Section 7.5(c) shall constitute a liquidated damages provision. The Parent Termination Fee shall be the Company's sole remedy under this Agreement in the event of the termination of this Agreement in the circumstances herein described. (d) The parties acknowledge agree that the agreements contained in Section 7.2(a) and (b) 7.5 are an integral part of the transactions contemplated by this Agreement, that without such agreements the parties would not have entered into this Agreement and that such amounts do not constitute a penalty. If either any party fails to promptly pay to another party any fee due under this Section 7.5, the amounts due by them under Section 7.2(a) or (b) within the time periods specified, such first party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuitlawsuit or other legal action, taken to collect payment of such amountspayment, together with interest on the amount of any such unpaid amounts fee at the publicly announced prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis of Bank of America from the date such amounts were required to be paid until the date of actual paymentfee was first due.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as followsIf: (i) if Parent shall terminate this Agreement pursuant to Section 9.1(d); (ii) (A) this Agreement is terminated by Bradford the Company or Parent pursuant to Section 7.1(f9.1(b)(ii), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and (iiB) if this Agreement is terminated by (A) either party the Company or Parent pursuant to Section 7.1(b9.1(b)(i) and the Company Stockholder Approval shall not theretofore have been obtained or (BC) this Agreement is terminated by Bradford Parent pursuant to Section 7.1(e9.1(e) because of Patapsco’s willful breach and the Company Stockholder Approval shall not theretofore have been obtained, and after the date hereof but on or before the date of any representationsuch termination an Acquisition Proposal shall have been made and become publicly known, warrantywhether or not withdrawn, covenant or agreement under this Agreement, and (x) prior to the Company Stockholder Meeting (in the case of a termination contemplated by clause (Aii)(A)) or (By) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Stockholders Meeting, such termination (in the case of a termination contemplated by clause (Aii)(B) or (ii)(C)); or (iii) the Company shall terminate this Agreement pursuant to Section 9.1(f). then in any case as described in clause (i), (ii) or (iii) the Company shall pay (or cause to be paid) to Parent (by wire transfer of immediately available funds), (x) in the case described in clause (i) or (iii), $1,000,000,000 (the “Termination Fee”) not later than the date of termination, in the case termination of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination this Agreement and (y) if in the case described in clause (ii), the Company shall pay (or cause to be paid) an amount equal to the Termination Fee not later than the date an Acquisition Proposal is consummated or a definitive agreement is entered into by the Company providing for any Acquisition Proposal, as long as such Acquisition Proposal is consummated or such definitive agreement is executed within 12 months after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything termination of this Agreement; provided, however, that for the purpose of this clause (y), all references in the definition of Acquisition Proposal to the contrary contained herein, Patapsco 20% shall not be obligated instead refer to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a)50%. (b) In the event that If this agreement Agreement is terminated (i) by either party the Company pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c9.1(e), provided that then Parent shall pay (xor cause to be paid) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or Company (yby wire transfer of immediately available funds) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee an amount equal to $2,000,000 no later than the second business day Chevron Termination Fee within two Business Days after the date of such termination. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer of immediately available funds to an account designated by the recipient in writing. (d) The parties acknowledge Each party acknowledges that the agreements contained in this Section 7.2(a) and (b) 10.5 are an integral part of the transactions contemplated by this Agreement, that and that, without such agreements the parties these agreements, no party would not have entered into this Agreement and that such amounts do not constitute a penaltyAgreement. If either party Accordingly, if the Company or Parent fails to pay timely any amount due pursuant to this Section 10.5 and, in order to obtain such payment, the amounts due by them under other party (the “Recipient”) commences a suit which results in a judgment against the party obligated to make such payment (the “Payor”) for the amount payable to the Recipient pursuant to this Section 7.2(a) or (b) within 10.5, the time periods specified, such party Payor shall pay to the Recipient its reasonable costs and expenses (including reasonable legal attorneys’ fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on the amount of any such unpaid amounts so payable at the prime lending rate prevailing during such period on six (6)-month United States Treasury obligations (as published in The Wall Street Journal, calculated on a daily basis from of the date such amounts were payment was required to be paid until the date of actual paymentmade pursuant to this Agreement) plus three percent (3%).

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as follows: (i) if In the event that this Agreement is terminated by Bradford either the Company or Parent pursuant to Section 7.1(f), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and (ii8.1(b)(i) if this Agreement is terminated or Section 8.1(b)(iii) or by (A) either party Parent pursuant to Section 7.1(b8.1(c)(i) and (i) a Takeover Proposal was first publicly proposed or (B) announced by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time Person after the date of this Agreement and on not withdrawn or prior to the date abandoned as of the Stockholders Meeting, such termination (in the case of clause (Aa termination pursuant to Section 8.1(b)(i) or Section 8.1(c)(i), ) or the date time of termination, the Company Stockholders Meeting (in the case of clause (Ba termination pursuant to Section 8.1(b)(iii)), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (yii) if within 12 months after such termination Patapsco the Company enters into a definitive agreement with respect toto and consummates a transaction constituting a Takeover Proposal with any Person within twelve (12) months after such termination of this Agreement, or consummatesthen, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of consummation of such execution transaction, the Company shall pay or consummation. Notwithstanding anything cause to be paid to Parent (or its designees) the contrary contained herein, Patapsco shall not be obligated Company Termination Fee (less any amount paid by the Company to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In the event that this agreement is terminated (i) by either party Parent pursuant to Section 7.1(d8.3(f)) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such termination. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For purposes of this Section 8.3(a), each reference to “20%” or “80%” in the definition of “Takeover Proposal” shall be deemed to be a reference to “50%”. (b) In the event that this Agreement is terminated by the recipient Company pursuant to Section 8.1(d)(ii), then, prior to or concurrently with such termination, the Company shall pay or cause to be paid to Parent the Company Termination Fee by wire transfer of immediately available funds to an account designated in writingwriting by Parent. (c) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(c)(ii), then the Company shall promptly, but in no event later than two (2) Business Days after the date of such termination, pay or cause to be paid to Parent the Company Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent. (d) The parties agree and understand that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. Notwithstanding anything to the contrary in this Agreement, (i) if Parent receives the Company Termination Fee from the Company when such Company Termination Fee is due pursuant to this Section 8.3, such payment shall be the sole and exclusive remedy of Parent and Merger Sub against the Company and the Company Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates (collectively, the “Company Related Parties”) 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 contemplated hereby and none of Parent, Merger Sub or any other Person shall be entitled to bring or maintain any other claim, action or proceeding against the Company or any other Company Related Party arising out of this Agreement, the Merger or any matters forming the basis for such termination; provided that the foregoing shall not limit the obligations of the Company set forth in the last sentence of this Section 8.3(d). For the avoidance of doubt, while Parent and Merger Sub may pursue both a grant of specific performance (solely in accordance with Section 9.12) and the payment of the Company Termination Fee (solely in accordance with this Section 8.3) or monetary damages, under no circumstances shall Parent and Merger Sub be entitled to receive both a grant of specific performance requiring the Company to consummate the Merger and any money damages, including all or any portion of the Company Termination Fee, and while the Company may pursue both a grant of specific performance and the payment of monetary damages, under no circumstances shall the Company be entitled to receive both a grant of specific performance requiring the Parent and Merger to consummate the Merger and any money damages. The parties acknowledge that the agreements contained in this Section 7.2(a) and (b) 8.3 are an integral part of the transactions contemplated by this Agreementhereby, that and that, without such agreements these agreements, the parties would not have entered enter into this Agreement Agreement, and that such any amounts payable pursuant to this Section 8.3 do not constitute a penalty. If either party the Company fails to pay the amounts any amount that may become due by them under pursuant to this Section 7.2(a) or (b) 8.3 within the time periods specifiedspecified in this Section 8.3, such party the Company shall pay the reasonable and documented out-of-pocket costs and expenses (including reasonable and documented legal fees and expensesexpenses of outside counsel) incurred by the other party Parent and Merger Sub in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment. (e) Notwithstanding anything to the contrary set forth in this Agreement (including Section 8.3(d)), nothing herein shall relieve any party from any liability or damages resulting from any fraud or any willful and material breach of this Agreement. (f) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(iii), the Company shall reimburse Parent and its Affiliates, by wire transfer of immediately available funds to an account designated by Parent no later than two (2) Business Days after submission of reasonable documentation therefor, for all of their out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, investment banking firms and other financial advisors, lenders, experts and consultants) actually incurred or accrued in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, in an amount not to exceed $10,000,000. (g) If the Company becomes obligated to pay the Company Termination Fee under this Section 8.3, then, if requested by Parent, the Company shall deposit into escrow an amount in cash equal to the Company Termination Fee with an escrow agent selected by the Company that is reasonably acceptable to Parent pursuant to a written escrow agreement (the “Company Termination Fee Escrow Agreement”) reflecting the terms set forth in this Section 8.3(g) and otherwise reasonably acceptable to the escrow agent. The Company Termination Fee Escrow Agreement shall provide that the Company Termination Fee in escrow or the applicable portion thereof shall be released to Parent on an annual basis based upon the delivery by Parent to the escrow agent of any one (or a combination) of the following: (i) a letter from Parent’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to Parent without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code for the applicable taxable year of Parent determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(I) or 856(c)(3)(A)-(I) of the Code (such income, “Qualifying REIT Income”), in which case the escrow agent shall release to Parent such maximum amount stated in the accountant’s letter; (ii) a letter from Parent’s counsel indicating that Parent received a private letter ruling from the IRS holding that the receipt by Parent of the Company Termination Fee would either constitute Qualifying REIT Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in which case the escrow agent shall release to Parent the remainder of the Company Termination Fee; or (iii) a letter from Parent’s counsel indicating that Parent has received a tax opinion from its outside counsel or accountant, respectively, to the effect that the receipt by Parent of the Company Termination Fee should either constitute Qualifying REIT Income or should be excluded from gross income within the meaning of Section 856(c)(2) and (3) of the Code, in which case the escrow agent shall release to Parent the remainder of the Company Termination Fee. The Company Termination Fee Escrow Agreement shall further provide that, at the end of the third calendar year beginning after the date on which the Company’s obligation to pay the Company Termination Fee arose (or earlier if directed by Parent), any remaining amount then being held in escrow by the escrow agent shall be disbursed to the Company. The parties agree to cooperate in good faith to amend this Section 8.3(g) at the reasonable request of Parent in order to (A) maximize the portion of the applicable Company Termination Fee that may be distributed to Parent hereunder without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (B) improve Parent’s chances of securing the favorable private letter ruling from the IRS described in this Section 8.3(g) or (C) assist Parent in obtaining the favorable tax opinion from its outside counsel or accountant described in this Section 8.3(g). The Company Termination Fee Escrow Agreement shall provide that Parent shall bear all costs and expenses under the Company Termination Fee Escrow Agreement. The Company shall not be a party to the Company Termination Fee Escrow Agreement and shall not bear any liability, cost or expense resulting directly or indirectly from the Company Termination Fee Escrow Agreement (other than any Taxes imposed on the Company in connection therewith). Section 8.4

Termination Fees. (a) Patapsco In the event that (i) following the execution and delivery of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal (solely for this purpose substituting 50% for all references to 15% and 85% in the related definition of “Acquisition Transaction”) shall pay to Bradford a fee if have been publicly announced or shall have become publicly known and (ii) this Agreement is thereafter terminated as follows: (i) if this Agreement is terminated by Bradford pursuant to Section 7.1(f), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and (ii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or Section 7.1(c), and (Biii) by Bradford pursuant to Section 7.1(ewithin twelve (12) because months following the termination of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and either an Acquisition Transaction (whether or not the Acquisition Transaction which is the subject of the Acquisition Proposal referenced in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Stockholders Meeting, in the case of preceding clause (Ai), ) is consummated or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months after such termination Patapsco Company enters into a definitive acquisition agreement with respect to, or consummates, to an Acquisition ProposalTransaction (whether or not the Acquisition Transaction which is the subject of the Acquisition Proposal referenced in the preceding clause (i)), then Patapsco the Company shall pay $1,000,000 on the date of such execution to Parent (or consummation. Notwithstanding anything to the contrary contained hereinits designee), Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). within two (b2) In Business Days after the event that this agreement is terminated (i) by either party pursuant to Section 7.1(d) and, as of in the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or preceding clause (iii) by Patapsco pursuant that triggers the obligation to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15such fee, then Bradford shall pay to Patapsco a fee equal to in the amount of $2,000,000 no later than 78,240,000 -70- (the second business day after such termination. (c“Termination Fee Amount”) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid in cash by wire transfer of immediately available funds to an account designated in writing by Parent. (b) In the recipient event that this Agreement is terminated pursuant to Section 7.1(g) or Section 7.1(h) the Company shall pay to Parent (or its designee), within two (2) Business Days after such termination, the Termination Fee Amount in writingcash by wire transfer of immediately available funds to an account designated in writing by Parent. (c) In the event that the Company intends to terminate this Agreement pursuant to Section 7.1(i), as a condition to the effectiveness of such termination, the Company shall substantially simultaneously with the occurrence of such termination pay to Parent (or its designee) the Termination Fee Amount in cash by wire transfer of immediately available funds to an account designated in writing by Parent. (d) The parties acknowledge Company acknowledges and hereby agrees that the agreements contained in provisions of this Section 7.2(a) and (b) 7.4 are an integral part of the transactions contemplated by this AgreementAgreement (including the Offer and the Merger), that and that, without such agreements the parties provisions, Parent would not have entered into this Agreement and that such amounts do not constitute a penaltyAgreement. If either party fails Accordingly, if the Company shall fail to pay in a timely manner the amounts due by them under pursuant to this Section 7.2(a) or (b) within 7.4, and, in order to obtain such payment, Parent makes a claim that results in a judgment against the time periods specifiedCompany, such party the Company shall pay the promptly reimburse Parent its reasonable costs and expenses (including its reasonable legal attorneys’ fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on the amount of any such unpaid amounts set forth in this Section 7.4 at the prime lending rate prevailing during such period as published of Bank of America, N.A. in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until made. Payment of the date fees described in this Section 7.4 shall not be in lieu of, or replacement or substitution for, damages incurred in the event of actual paymentany breach of this Agreement. (e) In the event that Parent shall terminate this Agreement pursuant to Section 7.1(g), payment of the Termination Fee Amount by the Company pursuant to Section 7.4(b) shall constitute liquidated damages, and in the event that Parent shall receive such Termination Fee Amount pursuant to Section 7.4(b), and the Company shall have no further liability under this Agreement.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as follows: (i) if this Agreement is terminated by Bradford pursuant to Section 7.1(f), then Patapsco shall pay a fee of $2,000,000 on the second business day following such termination; and (ii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s 's willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s 's Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s 's Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Stockholders Meeting, in the case of clause (A), or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In the event that this agreement is terminated (i) by either party pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such termination. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer of immediately available funds to an account designated by the recipient in writing. (d) The parties acknowledge that the agreements contained in Section 7.2(a) and (b) are an integral part of the transactions contemplated by this Agreement, that without such agreements the parties would not have entered into this Agreement and that such amounts do not constitute a penalty. If either party fails to pay the amounts due by them under Section 7.2(a) or (b) within the time periods specified, such party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as follows: In the event that (i) if any of the representations or warranties of the Company contained in this Agreement is or the Merger Agreement, as applicable, was materially false when made or the Company shall have failed to perform in any material respect any of its covenants or other agreements contained in this Agreement or the Merger Agreement, as applicable, and, as a result thereof, (A) EGI-TRB terminates this Agreement pursuant to Section 8.19(e), (B) EGI-TRB terminates this Agreement pursuant to Section 8.19(c) where the Merger Agreement has been terminated by Bradford pursuant to Section 7.1(f)) thereof, then Patapsco shall pay a fee or (C) EGI-TRB terminates this Agreement pursuant to Section 8.19(g) and such materially false representation or warranty of $2,000,000 on the second business day following Company or such termination; and failure by the Company to perform in any material respect any of such covenants was the proximate cause of the failure of the Merger to close by the End Date, (ii) if the Company or EGI-TRB terminates this Agreement is terminated by (A) either party pursuant to Section 7.1(b8.19(c) or (B) by Bradford where the Merger Agreement has been terminated pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A7.1(g) or Section 7.1(h) thereof or EGI-TRB terminates this Agreement pursuant to Section 8.19(h) or 8.19(j), or (Biii) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on Agreement, any bona fide Alternative Proposal (substituting for purposes of this Section 8.20(a) 50% for the 20% thresholds set forth in the definition of “Alternative Proposal” in the Merger Agreement) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to the date time of the Stockholders Company Meeting and not permanently abandoned prior to the time of the Company Meeting, and the Company or EGI-TRB terminates this Agreement pursuant to Section 8.19(c) where the Merger Agreement has been terminated pursuant to Section 7.1(d) thereof or EGI-TRB terminates this Agreement pursuant to Section 8.19(i), and, within twelve (12) months after any such termination, the Company enters into any Qualifying Transaction, then in any such event set forth in clauses (i), (ii) or (iii) above, the case Company shall pay to EGI-TRB a fee of $25 million in cash (the “Company Termination Fee”). Payment of the Company Termination Fee shall be made five (5) business days after termination of this Agreement under the circumstances described in clauses (i) or (ii) of the preceding sentence or within five (5) business days after the entering into of the Qualifying Transaction under the circumstances described in clause (A), or iii) of the date of termination, in preceding sentence. In no event shall the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not Company be obligated required to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a)the Company Termination Fee on more than one occasion. (b) In the event that any of EGI-TRB’s or Guarantor’s representations or warranties contained in this agreement is Agreement was materially false when made or EGI-TRB or Guarantor shall have failed to perform in any material respect any of its covenants or other agreements contained in this Agreement and, as a result thereof, (A) the Company terminates this Agreement pursuant to Section 8.19(d), or (B) the Company terminates this Agreement pursuant to Section 8.19(c) where the Merger Agreement has been terminated pursuant to Section 7.1(b) thereof and such materially false representation or warranty of EGI-TRB or Guarantor or such failure by EGI-TRB or Guarantor to perform in any material respect any of such covenants was the proximate cause of the failure of the Merger to close by the End Date, then in any such event EGI-TRB shall pay to the Company a fee of $25 million in cash (the “EGI-TRB Termination Fee”). EGI-TRB shall also pay to the Company the EGI-TRB Termination Fee if (i) this Agreement is terminated by either party the Company or EGI-TRB pursuant to Section 7.1(d8.19(c), (ii) and, as the primary factor leading to the underlying termination of the Termination Date, Merger Agreement was the conditions failure to satisfy the financing condition set forth in Section 6.1(h6.1(g) shall not have been satisfied; of the Merger Agreement and (iiiii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with satisfy the financing condition set forth in Section 6.1(g) of the Merger Agreement was not the result of the breach or failure by the Company or the ESOP to perform in any material respect any of their respective covenants or other agreements contained in this Agreement, the Merger Agreement or the Debt Commitment Letters, as applicable, or any of the other documents delivered by either the Company or the ESOP in connection therewith, or the result of the Company’s or the ESOP’s representations or warranties contained in any such agreements or documents having been materially false when made. Payment of the EGI-TRB Termination Fee shall be made five (5) business days after termination of this Agreement under the circumstances described in either of the two preceding sentences. In no event shall EGI-TRB be required to pay the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based EGI-TRB Termination Fee on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later more than the second business day after such terminationone occasion. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer Each of immediately available funds to an account designated by the recipient in writing. (d) The parties acknowledge hereto acknowledges that the agreements contained in this Section 7.2(a) and (b) 8.20 are an integral part of the transactions contemplated by this AgreementAgreement and that none of the fees contemplated under this Section 8.20 is a penalty, but rather is liquidated damages in a reasonable amount that without such agreements will compensate EGI-TRB or the parties would not have entered into Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and that such amounts do not constitute in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, and except as otherwise provided in the next succeeding sentence, (i) the Company’s right to receive payment of the EGI-TRB Termination Fee pursuant to this Section 8.20 shall be the exclusive remedy of the Company against EGI-TRB for (A) the loss suffered as a penaltyresult of the failure of the transactions contemplated hereby or by Merger Agreement to be consummated and (B) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated hereby, and upon payment of the EGI-TRB Termination Fee in accordance with this Section 8.20, neither EGI-TRB nor any of its equityholders, partners, members, directors, officers or agents, as the case may be, shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby (except as provided for in the Confidentiality Agreement); and (ii) EGI-TRB’s right to receive payment of the Company Termination Fee pursuant to this Section 8.20 shall be the exclusive remedy of EGI-TRB for (A) the loss suffered as a result of the failure of the transactions contemplated hereby or by the Merger Agreement to be consummated and (B) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated hereby, and upon payment of the Company Termination Fee in accordance with this Section 8.20, neither the Company nor any of its stockholders, directors, officers or agents, as the case may be, shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby (except as provided for in the Confidentiality Agreement). If either party the Company fails to pay EGI-TRB any amounts due to EGI-TRB pursuant to this Section 8.20 within the time periods specified in this Section 8.20 or EGI-TRB fails to pay the Company any amounts due by them under to the Company pursuant to this Section 7.2(a) or (b) 8.20 within the time periods specifiedspecified in this Section 8.20, such party the Company or EGI-TRB, as applicable, shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by EGI-TRB or the other party Company, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as followsIn the event that: (i) if (A) after the date of this Agreement, any Alternative Proposal (substituting 40% for the 25% threshold set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed, (B) this Agreement is terminated by Bradford Parent or the Company pursuant to Section 7.1(f7.1(d) (so long as a proposal regarding a Qualifying Transaction remains outstanding at the time of the Company Meeting), then Patapsco shall pay 7.1(f) (so long as a fee proposal regarding a Qualifying Transaction remains outstanding at the time of $2,000,000 on the second business day following such breach giving rise to the termination; and (ii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement), and in (C) the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Stockholders Meeting, in the case of clause (A), or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months after such termination Patapsco Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any proposal regarding a Qualifying Transaction within twelve (12) months of the date this Agreement is terminated; (ii) this Agreement is terminated by the Company pursuant to Section 7.1(g); or (iii) this Agreement is terminated by Parent pursuant to Section 7.1(i) . then in any such event under clause (i), (ii) or (iii) of this Section 7.3(a), the Company shall pay to TC Group IV, L.L.C. a termination fee of $29.0 million in cash (the “Termination Fee”), 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 a proposal regarding a Qualifying Transaction shall have been made known to the public or shall have been made directly to its stockholders generally or any person shall have publicly announced an Acquisition Proposalintention (whether or not conditional or withdrawn) to make a proposal regarding a Qualifying Transaction that reasonably appears to be bona fide and thereafter this Agreement is terminated by the Company or Parent pursuant to Section 7.1(d) and no Termination Fee is yet payable in respect thereof pursuant to Section 7.3(a)(i), then Patapsco the Company shall pay $1,000,000 on to Parent all of the date Expenses (as hereinafter defined) of such execution or consummation. Notwithstanding anything to Parent and Merger Sub and thereafter if the contrary contained herein, Patapsco shall not be Company becomes obligated to pay aggregate termination fees in excess to Parent the Termination Fee pursuant to Section 7.3(a)(i) such payment obligation shall be reduced by the amount of $2,000,000 Expenses previously actually paid to Parent pursuant to this Section 7.2(asentence. As used herein, “Expenses” shall mean all reasonable out-of-pocket documented fees and expenses (including all fees and expenses of counsel, accountants, consultants, financial advisors and investment bankers of Parent and its Affiliates), incurred by Parent or Merger Sub or on their behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the Financing and all other matters related to the Merger; provided that such fees and expenses shall not in any case exceed $10 million in the aggregate. (b) In Any provision in this Agreement to the contrary notwithstanding, in the event that this agreement is terminated (i) by either party the Company shall terminate this Agreement pursuant to Section 7.1(d7.1(e) and at the time of such termination there is no state of facts or circumstances that would reasonably be expected to cause the conditions set forth in Section 6.1(a), 6.1(b), Section 6.3(a), Section 6.3(b) and Section 6.3(d) not to be satisfied on the End Date assuming the Closing were to be scheduled on the End Date, (ii) the Company shall terminate this Agreement pursuant to Section 7.1(h), or (iii) Parent or the Company shall terminate this Agreement pursuant to Section 7.1(b) and, as at the time of the Termination Datesuch termination, the conditions set forth in Section 6.1(h6.1, Section 6.3(a), Section 6.3(b) shall not and Section 6.3(d) have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford in any such case Parent shall pay to Patapsco the Company a fee equal of $35 million in cash (the “Parent Termination Fee”), it being understood that in no event shall Parent be required to $2,000,000 no pay the Parent Termination Fee on more than one occasion. The Parent Termination Fee shall be paid to the Company concurrent with termination of this Agreement by Parent or not later than two (2) Business Days following termination of this Agreement by the second business day after such terminationCompany, as the case may be. (c) Any amount that becomes payable payment required to be made pursuant to clause (i) of Section 7.3(a) shall be made to Parent promptly following the earlier of the execution of a definitive agreement with respect to, or the consummation of, any Qualifying Transaction (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment); any payment required to be made pursuant to clause (ii) of Section 7.3(a) shall be made to Parent concurrently with, and as a condition to the effectiveness of, the termination of this Agreement by the Company pursuant to Section 7.2(a7.1(g); any payment required to be made pursuant to clause (iii) or (bof Section 7.3(a) shall be paid made promptly following termination of this Agreement by Parent (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment); and any such payment shall be made by wire transfer of immediately available funds to an account to be designated by Parent. In circumstances in which Expenses are payable, such payment shall be made to Parent not later than two Business Days after delivery to the recipient Company of an itemization setting forth in writingreasonable detail all Expenses (which itemization may be supplemented and updated from time to time by Parent until the 60th day after Parent delivers such notice of demand for payment), and all such payments shall be made by wire transfer of immediately available funds to an account to be designated by Parent. (d) The In the event that the Company shall fail to pay the Termination Fee and/or Expenses, or Parent shall fail to pay the Parent Termination Fee, required pursuant to this Section 7.3 when due, such fee and/or Expenses, as the case may be, shall accrue interest for the period commencing on the date such fee and/or Expenses, as the case may be, became past due, at a rate equal to the rate of interest publicly announced by Citibank, in the City of New York from time to time during such period, as such bank’s Prime Lending Rate. In addition, if either party shall fail to pay such fee and/or Expenses, as the case may be, when due, the such owing party shall also pay to the owed party all of the owed party’s costs and expenses (including attorneys’ fees) in connection with efforts to collect such fee and/or Expenses, as the case may be. Parent and the Company acknowledges that the fees, Expense reimbursement and the other provisions of this Section 7.3 are an integral part of the Merger and that, without these agreements, Parent and the Company would not enter into this Agreement. (e) Each of the parties acknowledge hereto acknowledges that the agreements contained in this Section 7.2(a) and (b) 7.3 are an integral part of the transactions contemplated by this AgreementAgreement and that neither the Termination Fee nor the Parent Termination Fee is a penalty, but rather is liquidated damages in a reasonable amount that without such agreements will compensate Parent and Merger Sub or the parties would not have entered into 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 contemplated hereby, which amount would otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, the Company’s right to receive payment of the Parent Termination Fee pursuant to this Section 7.3 or the guarantee thereof pursuant to the Guarantee and to require that such amounts do not constitute a penalty. If either party fails Parent, Merger Sub and the Guarantor perform their respective obligations under (i) Section 7.3 and the Guarantee in accordance with their terms, (ii) to pay the amounts due by them under Section 7.2(aCompany Financing Expenses and (iii) or (b) within the time periods specified, such party shall to pay the costs and expenses Company Note Repayment Expenses shall be the exclusive remedy of the Company against Parent, Merger Sub, the Guarantor or any of their respective stockholders, partners, members, directors, Affiliates, officers or agents for (including reasonable legal fees and expensesx) incurred by the other party in connection with any action, including the filing loss suffered as a result of any lawsuitfailure of the Merger to be consummated and (y) any other losses, taken damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated hereby, and none of Parent, Merger Sub or the Guarantor, or any of their respective stockholders, partners, members, directors, officers or agents, as the case may be, shall have any liability or obligation relating to collect payment or arising out of this Agreement or the transactions contemplated hereby other than any such amountsliability in respect of the Parent Termination Fee and the Guarantee, together provided, however, that Parent shall be obligated with interest on respect to Sections 5.2(b) and the amount last sentence of Section 5.11(b); and provided further, however, that Parent, Merger Sub and Guarantor shall be relieved of any such unpaid amounts at liability for the prime lending rate prevailing during such period as published Company Financing Expenses and the Company Note Repayment Expenses in The Wall Street Journal, calculated on the event the Merger Agreement is terminated in a daily basis from circumstance in which the date such amounts were required Termination Fee is payable or would become payable upon the occurrence of the event referred to be paid until the date of actual paymentSection 7.3(a)(i)(C) .

Termination Fees. (a) Patapsco Notwithstanding any provision in this Agreement to the contrary, the Company shall pay to Bradford Parent a fee if this Agreement is terminated as followsof $3,500,000 in cash (the “Company Termination Fee”), in the event that: (i) if this Agreement is terminated by Bradford Parent pursuant to Section 7.1(f6.1(f)(ii)(B) or by the Company pursuant to Section 6.1(e)(ii)(B), then Patapsco in which case the Company shall pay a fee of $2,000,000 on to Parent the second business day Company Termination Fee within two (2) Business Days following such termination, payable by wire transfer of same day funds; andor (ii) if this Agreement is terminated by Parent pursuant to Section 6.1(f)(ii)(A) or by the Company pursuant to Section 6.1(e)(ii)(A); or (iii) (A) this Agreement is terminated by either party Parent or the Company pursuant to Section 7.1(b6.1(d) or and (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to such termination, any Alternative Proposal (substituting 50% for the date of the Stockholders Meeting, 15% thresholds set forth in the case definition of clause “Alternative Proposal”) (A), a “Qualifying Transaction”) is publicly proposed or the publicly disclosed and not publicly and unconditionally withdrawn prior to such date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (yC) if concurrently with or within 12 twelve (12) months after such termination Patapsco enters termination, the Company shall have entered into a any definitive agreement providing for such Qualifying Transaction with respect tothe person who proposed such Qualifying Transaction that was existing at the time of termination, or consummatesany affiliate thereof, an Acquisition Proposaland (D) such Qualifying Transaction shall have been consummated, then Patapsco in which case the Company shall pay $1,000,000 on to Parent the date Company Termination Fee upon consummation of such execution Qualifying Transaction, payable by wire transfer of same day funds; or consummation(iv) (A) this Agreement is terminated by Parent pursuant to Section 6.1(f)(i), and (B) concurrently with or within twelve (12) months after such termination, the Company shall have entered into any definitive agreement providing for a Qualifying Transaction with the person who proposed such Qualifying Transaction that was existing at the time of termination, or any affiliate thereof, and (C) such Qualifying Transaction shall have been consummated, in which case the Company shall pay to Parent the Company Termination Fee upon consummation of such Qualifying Transaction, payable by wire transfer of same day funds. Notwithstanding anything to It is understood that in no event shall the contrary contained herein, Patapsco shall not Company be obligated required to pay aggregate termination fees the fee referred to in excess of $2,000,000 pursuant to this Section 7.2(a)6.3(a) on more than one occasion. (b) In the event that this agreement Agreement is terminated by Parent pursuant to Section 6.1(f)(i) (i) regardless of whether Parent is entitled to payment pursuant to Section 6.3(a)(iv)), by the Company pursuant to Section 6.1(e)(ii)(B), by either party pursuant to Section 7.1(d) and6.1(d), as of the Termination Dateor by Parent pursuant to Section 6.1(f)(ii), the conditions set forth Company shall pay to Parent, upon termination, an amount in cash equal to the sum of Parent’s and Merger Sub’s documented out-of-pocket fees and expenses reasonably incurred by it in connection with this Agreement and the transactions contemplated by this Agreement in an aggregate amount not to exceed $1,500,000 (the “Company Expense Reimbursement”); provided, however, that the existence of circumstances which could require the Company Termination Fee to become subsequently payable by the Company pursuant to Section 6.1(h6.3(a) shall not have been satisfiedrelieve the Company of its obligation to pay the Company Expense Reimbursement pursuant to this Section 6.3(b); (iiand provided, further, that the payment by the Company of the Company Expense Reimbursement pursuant to this Section 6.3(b) by either party shall not relieve the Company of any subsequent obligation to pay the Company Termination Fee pursuant to Section 7.1(c6.3(a). Upon payment of the Company Termination Fee and the Company Expense Reimbursement, provided that (x) as applicable, the basis for such termination is the failure to receive a requisite regulatory approval Company shall have no further liability with respect to this Agreement or the Conversion transactions contemplated by this Agreement to Parent, Merger Sub, their affiliates or otherwise except for liability arising out of fraud or an intentional breach of this Agreement, in which case Parent shall have such rights and remedies as are contemplated by Section 7.15 below (y) the reason for the failure in addition to receive a requisite regulatory approval is not primarily attributable any amounts owed to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations such party under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such termination6.3). (c) Any amount that becomes payable payment made pursuant to Section 7.2(a) or (b) this Article VI shall be paid by wire transfer net of immediately available funds any amounts as may be required to an account designated by be deducted or withheld therefrom under the recipient in writingCode or under any provision of state, local or foreign Tax Law. (d) The parties Each of the Company, Parent and Merger Sub acknowledge and agree that the agreements contained in this Section 7.2(a) and (b) 6.3 are an integral part of the transactions contemplated by this Agreement, that and that, without such agreements these agreements, neither the parties Company nor Parent would not have entered into this Agreement Agreement, and that such any amounts payable pursuant to this Section 6.3 do not constitute a penaltypenalty but rather are liquidated damages in a reasonable amount to compensate the receiving party for efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby. If either Accordingly, if a party fails to pay the amounts Company Termination Fee or the Company Expense Reimbursement, pursuant to this Section 6.3, and the receiving party commences a suit to obtain such payments, which results in a judgment against the paying party for the applicable amount due by them under this Section 7.2(a) or (b) within the time periods specified6.3, such paying party shall pay the receiving party its costs and expenses (including reasonable legal fees and expensesattorney’s fees) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amountssuit, together with interest on the such amount of any such unpaid amounts at the prime lending rate prevailing during such period as published of Citibank N.A. in The Wall Street Journal, calculated effect on a daily basis from the date such amounts were payment was required to be paid until made through the date of actual payment.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is terminated as follows:consummated; provided, however, that the filing fee required under the HSR Act in connection with the transactions contemplated by this Agreement shall be paid 50% by Parent and 50% by the Company. (b) The Company shall pay, or cause to be paid, to Parent by wire transfer of immediately available funds a termination fee and reimbursement of expenses in an amount equal to $2,500,000 (the “Termination Fee”): (i) if this Agreement is terminated by Bradford the Company pursuant to Section 7.1(f8.1(i), then Patapsco in which case payment shall pay a fee of $2,000,000 on the second business day following be made before or concurrently with such termination; and; (ii) if this Agreement is terminated by Parent pursuant to Section 8.1(e), 8.1(f) or 8.1(g) or pursuant to Section 8.1(h) as a result of a willful breach by the Company, in which case payment shall be made within two business days of such termination; or (iii) if (A) a proposal or offer related to an Acquisition Transaction shall have been made or proposed to the Company or its shareholders or otherwise publicly announced (whether or not conditional), (B) this Agreement is terminated by either party Parent or the Company pursuant to Section 7.1(b8.1(b) or 8.1(d) and (BC) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after within 12 months following the date of this Agreement and on such termination, any Acquired Company enters into a written agreement (whether binding or prior non-binding) providing for the implementation of a proposal or offer related to an Acquisition Transaction or shall consummate any proposal or offer related to an Acquisition Transaction (whether or not such proposal or offer was the date of the Stockholders Meeting, same proposal or offer referred to in the case of foregoing clause (A)), or in which case payment shall be made within two business days of the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following which such termination and (y) if within 12 months after such termination Patapsco Acquired Company enters into a definitive such agreement with respect toin principle, arrangement, understanding or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of Contract or consummates such execution proposal or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In the event that this agreement is terminated (i) by either party pursuant to Section 7.1(d) andoffer, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such terminationapplicable. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) The payment of the Termination Fee shall be paid compensation and liquidated damages for the loss suffered by wire transfer Parent as a result of immediately available funds the termination of the Agreement under the circumstances contemplated under Section 8.3(b) and to an account designated by avoid the recipient in writingdifficulty of determining damages under the circumstances. The Company shall have no further liability to Parent after the payment of the Termination Fee. (d) The parties Parties acknowledge and agree that the agreements contained in this Section 7.2(a) and (b) 8.3 are an integral part of the transactions contemplated by this Agreement, that and that, without such agreements these agreements, the parties Parties would not have entered enter into this Agreement and that such amounts do not constitute a penaltyAgreement. If either party the Company fails to pay when due any amount payable under this Section 8.3 then the amounts due by them under Section 7.2(a) or (b) within the time periods specified, such party Company shall pay the to Parent, as applicable, its costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuitlawsuit or other legal action, taken to collect payment of such amountspayment, together with interest on such overdue amount (for the amount period commencing as of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were overdue amount was originally required to be paid until and ending on the date such overdue amount is actually paid to Parent in full) at a rate per annum equal to the “prime rate” (as announced by Bank of actual paymentAmerica or any successor thereto) in effect on the date such overdue amount was originally required to be paid plus 2%.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as follows:If, (i) if (x) prior to the termination of this Agreement, any Competing Proposal is made to the Company or is publicly proposed or publicly disclosed prior to, obtaining the Requisite Stockholders’ Approval, (y) this Agreement is terminated by Bradford the Company or Buyer pursuant to Section 7.1(f8.1(b) (but only if at such time Buyer would not be prohibited from terminating this Agreement by application of Section 8.1(b)(ii), then Patapsco shall pay a fee of $2,000,000 on the second business day following ) or (d) and (z) within twelve (12) months after such termination; and, (1) the Company enters into any definitive agreement providing for the consummation of a Competing Proposal (whether or not such agreement shall have been entered into with the person who made the Competing Proposal referred to in the foregoing clause (x)) or (2) the transactions contemplated by any such Competing Proposal (whether or not such Competing Proposal was the Competing Proposal referred to in the foregoing clause (x)) are otherwise consummated; (ii) if this Agreement is terminated by (A) either party the Company pursuant to Section 7.1(b8.1(g); (iii) or (B) this Agreement is terminated by Bradford Buyer pursuant to Section 7.1(e8.1(h); or (iv) because this Agreement is terminated by the Company or Buyer pursuant to Section 8.1(b) (but only if at such time the terminating party would not be prohibited from terminating this Agreement by application of Patapsco’s willful breach Section 8.1(b)(ii)) and at the time of any representationsuch termination, warranty, covenant or agreement under this Agreement(i) the Company has failed to effect the Spin-Off and (ii) (x) the SEC has previously indicated that it has no additional comments to the Registration Statement on Form 10 last filed by CPEX, and (y) Duff & P▇▇▇▇▇ LLC is prepared to deliver its opinion that the Company has sufficient surplus under Delaware Law to make the distribution of CPEX common stock and that each of the Company and CPEX will be solvent and adequately capitalized after giving effect to the distribution; then in any such event the Company shall pay to Buyer a fee of U.S.$13,000,000 (thirteen million dollars) in cash (the “Company Termination Fee”) and the Company shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Buyer (provided that nothing herein shall release any party from liability for intentional breach or fraud), such payment to be made in the case of (Ax) or (B) an Acquisition Proposal with respect termination pursuant to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announcedSection 8.2(a)(i), communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to no later than the date of the Stockholders Meetingfirst to occur of the events referred to in Section 8.2(a)(i)(z), (y) termination pursuant to Section 8.2(a)(ii), in the case of clause advance or concurrent with such termination, or (Az) termination pursuant to Section 8.2(a)(iii), or the date of termination, in the case of clause (Biv), then Patapsco shall pay within two (x2) $1,000,000 to Bradford on business days after the second business day following such termination and (y) if within 12 months after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In the event that this agreement is terminated (i) by either party pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a requisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such termination. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall be paid by wire transfer of immediately available funds to an account designated by the recipient in writing. (d) The parties acknowledge that the agreements contained in Section 7.2(a) and (b) are an integral part of the transactions contemplated by this Agreement, ; it being understood that without such agreements in no event shall the parties would not have entered into this Agreement and that such amounts do not constitute a penalty. If either party fails Company be required to pay the fee referred to in this Section 8.2(a) on more than one occasion. Any such payment shall be reduced by any amounts due by them under Section 7.2(a) or (b) within the time periods specified, such party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were may be required to be paid until the date of actual paymentdeducted or withheld therefrom under applicable Tax Law.

Termination Fees. (a) Patapsco shall pay to Bradford a fee if this Agreement is terminated as follows: In the event that (i3) if this Agreement is terminated by Bradford the Company pursuant to Section 7.1(f7.1(d)(ii) or (4) Parent shall terminate this Agreement pursuant to Section 7.1(c)(ii) (other than where the Board of Directors of the Company changes its recommendation with respect to this Agreement in the absence of a Takeover Proposal primarily based on developments relating to the license agreement between the Company and an Affiliate of the Parent), then Patapsco the Company shall pay by wire transfer of same-day funds to Parent a termination fee of $2,000,000 on 12,000,000 (the second business day following such termination; and (ii“Company Termination Fee”) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect i), immediately before and as a condition to Patapsco shall have been publicly announced or otherwise communicated or made known to Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date termination of this Agreement and on or prior to the date of the Stockholders Meeting, in the case of clause (A), ii) within two (2) business days after the termination of this Agreement. Any such payment shall be reduced by any amounts as may be required to be deducted or withheld therefrom under applicable Tax Law. Parent’s acceptance of the date of termination, in the case of clause (B), then Patapsco Company Termination Fee shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (y) if within 12 months after such termination Patapsco enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to constitute conclusive evidence that this Section 7.2(a)Agreement has been validly terminated. (b) In the event that (A) Parent or the Company shall terminate this agreement is terminated (i) by either party Agreement pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c7.1(b)(iii), provided that (xB) prior to the basis for time of such termination is the failure to receive a requisite regulatory approval bona fide Takeover Proposal with respect to the Conversion Company has been publicly made or otherwise made known to the Board of Directors of the Company or its stockholders and not withdrawn prior to termination, and (yC) a definitive agreement is entered into by the reason for Company with respect to a Takeover Proposal or a Takeover Proposal is consummated within six (6) months of such termination of this Agreement, the failure Company shall on the earlier of the date on which such agreement is entered into or the Takeover Proposal is consummated, pay by wire transfer of same-day funds the Company Termination Fee to receive a requisite regulatory approval is not primarily attributable Parent. Any such payment shall be reduced by any amounts as may be required to Patapsco; be deducted or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party withheld therefrom under applicable Tax Law. Parent’s acceptance of its obligations under Section 5.4 or Section 5.15, then Bradford the Company Termination Fee shall pay to Patapsco a fee equal to $2,000,000 no later than the second business day after such terminationconstitute conclusive evidence that this Agreement has been validly terminated. (c) Any amount that becomes payable pursuant For the purpose of this Section 7.3, all references in the definition of Takeover Proposal to Section 7.2(a) or (b) “20%” shall instead be paid by wire transfer of immediately available funds deemed to an account designated by the recipient in writingrefer to “a majority”. (d) The parties acknowledge In no event shall the Company be required to pay the fee referred to in this Section 7.3 on more than one occasion. (e) Each of the Company and Parent acknowledges that the agreements contained in this Section 7.2(a) and (b) 7.3 are an integral part of the transactions contemplated Merger and the Transactions. In the event that the Company shall fail to pay the Company Termination Fee when due, the Company shall reimburse Parent for all reasonable costs and expenses actually incurred or accrued by Parent (including reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Agreement, Section 7.3. (f) The parties agree that without such agreements any payment of the parties would not have entered into Company Termination Fee shall be the sole and exclusive remedy available to Parent and Merger Sub with respect to this Agreement and that the transactions contemplated hereby in the event any such amounts do not constitute a penalty. If either party fails to pay the amounts payments become due by them under Section 7.2(a) or (b) within the time periods specifiedand payable, such party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any actionand, including the filing of any lawsuit, taken to collect upon payment of such amountsthe applicable amount, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required Company shall have no further liability to be paid until the date of actual paymentParent and Merger Sub hereunder.