Allocation of Company. Termination Fee 1) In the event the Company Termination Fee (as defined in the Merger Agreement) is paid to Parent under the terms of the Merger Agreement, such Company Termination Fee shall be allocated and paid as follows: (i) first, to payment by the Company of its incurred but not yet paid expenses; (ii) second, to each Sponsor in an amount equal to the expenses actually incurred thereby in connection with the Transactions, subject to the limitations set forth in Section U of this Term Sheet (“Reimbursement of Out-of-Pocket Costs”); (iii) third, to each Sponsor in the amount invested by such Sponsor in Newco (including the amounts contributed by such Sponsor in connection with the Initial Closing); and (iv) fourth, in accordance with the percentages set forth on the table titled “Topping Bid / Breakup Alpha Split” attached as Exhibit E hereto. U. Reimbursement of Out-of-Pocket Costs 1) The Company shall reimburse each of the Sponsors, in a timely fashion and substantially concurrently with one another, for out-of-pocket expenses incurred thereby in connection with the Transaction up to a cap, in each case, of $200,000; provided, it being understood that the legal fees and expenses of Xxxxxx, Xxxx & Xxxxxxxx LLP specifically for its services to the Company (regardless of whether billed to the Company or WndrCo, but excluding services provided solely for WndrCo (e.g., negotiating this Term Sheet)) relating to clauses (1), (2), (3), (4) and (5) of the first paragraph of this letter agreement shall be the responsibility of the Company and not WndrCo. Exhibit B Put/Call Term Sheet1
Allocation of Company. Securities in Transactions that are Both Bring -------------------------------------------------------------------- Along Transactions and Tag-Along Transactions. If a proposed sale of Common --------------------------------------------- Stock constitutes both a Bring Along Transaction and a Tag-Along Transaction and (x) the Tag Number with respect to such transaction is greater than or equal to the Brought Number, no Common Stock shall be required to be included in such transaction by Management Holders pursuant to Section 8 and Common Stock included in such transaction shall be allocated in accordance with Section 9 or (y) the Tag Number with respect to such transaction is less than the Brought Number, (A) any Management Holder who exercises "tag-along" rights pursuant to Section 9 with respect to a number of Common Stock equal to or greater than such Management Holder's Required Number shall have such number of shares of Common Stock included in such transaction and shall not be required to include any additional Common Stock pursuant to Section 8 and (B) with respect to all Management Holders who either do not exercise "tag-along" rights or who exercise "tag-along" rights with respect to a number of shares of Common Stock that is less than their respective Required Number, the number of shares of Common Stock required to be included in such transaction by each such Management Holder pursuant to Section 8 shall be reduced pro rata by a total number of shares of Common Stock equal to the difference between the Brought Number and the total number of shares of Common Stock included in such transaction pursuant to clause (A) above; provided that such Management Holders shall not be able to -------- include any additional shares of Common Stock in such transaction pursuant to an exercise of "tag-along" rights under Section 9.
