Common use of Certain Effects of Termination Clause in Contracts

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 4.4 (Confidentiality), Sections 7.2 to 7.4 (Counterparts, Governing Law, Entire Agreement), Section 7.5 (Expenses) and Sections 7.6 through 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. API GROUP CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer Purchaser VIKING GLOBAL EQUITIES MASTER LTD. By: Viking Global Performance LLC, its General Partner By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory VIKING GLOBAL EQUITIES II LP By: Viking Global Performance LLC, its General Partner By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.17.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (xi) as set forth in the preceding sentence and (yii) that the provisions of Section 4.4 (Confidentiality), Sections 7.2 6.2 to 7.4 6.4 (Counterparts, Governing Law, Entire Agreement), Section 7.5 (Expenses) and Sections 7.6 Section 6.6 through 7.15 Section 6.14 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Performance, Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. API GROUP CORPORATION COMPANY FINANCE OF AMERICA COMPANIES INC. By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: President & Interim Chief Executive Officer PURCHASER BTO URBAN HOLDINGS L.L.C. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Manager BLACKSTONE FAMILY TACTICAL OPPORTUNITIES INVESTMENT PARTNERSHIP NQ—ESC L.P. By: BTO-NQ Side-by-Side GP L.L.C., its general partner By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Chief Executive Operating Officer Purchaser VIKING GLOBAL EQUITIES MASTER LTD. BTO URBAN HOLDINGS II L.P. By: Viking Global Performance LLCBlackstone Tactical Opportunities Associates L.L.C., its General Partner general partner By: BTOA L.L.C., its sole member By: /s/ Xxxxxxx Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxxxxx X. Xxxxx Title: Authorized Signatory VIKING GLOBAL EQUITIES II LP By: Viking Global Performance LLC, its General Partner By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory Chief Operating Officer EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 4.4 (Confidentiality), Sections 7.2 to 7.4 (Counterparts, Governing Law, Entire Agreement), Section 7.5 (Expenses) and Sections 7.6 through 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. (Signature page follows) The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. API GROUP CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer Purchaser VIKING GLOBAL EQUITIES MASTER LTD. BTO JUNO HOLDINGS L.P. By: Viking Global Performance LLCBTO Holdings Manager L.L.C., its General Partner general partner By: Blackstone Tactical Opportunities Associates L.L.C., its managing member By: BTOA L.L.C., its sole member By: /s/ Xxxxxxx Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxxxxx X. Xxxxx Title: Authorized Signatory VIKING GLOBAL EQUITIES II LP Person BLACKSTONE TACTICAL OPPORTUNITIES FUND – FD L.P. By: Viking Global Performance LLCBlackstone Tactical Opportunities Associates III – NQ L.P., its General Partner general partner By: BTO DE GP – NQ L.L.C., its general partner By: /s/ Xxxxxxx Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxxxxx X. Xxxxx Title: Authorized Signatory Person EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the PurchaserPurchasers, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 4.4 4.5 (Confidentiality), Sections 7.2 to 7.4 (Counterparts, Governing Law, Entire Agreement), Section 7.5 (Expenses) and Sections 7.6 through 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. API GROUP CORPORATION FIREEYE, INC. By: /s/ Xxxxxxx Xxxxxx Xxxxx Xxxx Name: Xxxxxxx Xxxxxx Xxxxx Xxxx Title: Chief Executive Officer Purchaser VIKING GLOBAL EQUITIES MASTER LTD. By: Viking Global Performance LLCVice President, its General Partner Counsel and Secretary Purchasers CLEARSKY SECURITY FUND I LLC By: /s/ Xxxxxxx Xxxxx Xxx Xxxx Name: Xxxxxxx Xxxxx Xxx Xxxx Title: Authorized Signatory VIKING GLOBAL EQUITIES Managing Director Address: ClearSky Security Fund I LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] CLEARSKY POWER & TECHNOLOGY FUND II LP By: Viking Global Performance LLC, its General Partner LLC By: /s/ Xxxxxxx Xxxxx Xxx Xxxx Name: Xxxxxxx Xxxxx Xxx Xxxx Title: Authorized Signatory Managing Director Address: ClearSky Power & Technology Fund II LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.19.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 4.4 4.2 (Confidentiality), Sections 7.2 8.1 to 7.4 8.3 (Counterparts, Governing Law, Entire Agreement), Section 7.5 8.4 (Expenses) and Sections 7.6 8.5 through 7.15 8.13 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. (Signature page follows) The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. API GROUP CORPORATION UPLAND SOFTWARE, INC. By: /s/ Xxxxxxx Xxxxxx Xxxx X. XxXxxxxx Name: Xxxxxxx Xxxxxx Xxxx X. XxXxxxxx Title: Chief Executive Officer Purchaser VIKING GLOBAL EQUITIES MASTER LTD. XXXXXXX AGGREGATOR, LP By: Viking Global Performance XXXXXXX AGGREGATOR GP, LLC, its General Partner By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Signatory VIKING GLOBAL EQUITIES II LP By: Viking Global Performance LLC, its General Partner By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory President EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (xi) as set forth in the preceding sentence and (yii) that the provisions of Section 4.4 4.5 (Confidentiality), Sections Section 7.2 to 7.4 (Counterparts, Governing Law, Entire Agreement), Section 7.5 (Expenses) and Sections Section 7.6 through 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Performance, Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. 37 The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. API GROUP CORPORATION AZZ INC. By: /s/ Xxxxxxx /s/Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Senior Vice President and Chief Executive Financial Officer Purchaser VIKING GLOBAL EQUITIES MASTER LTD. BTO PEGASUS HOLDINGS DE L.P. By: Viking Global Performance LLCBTO Holdings Manager L.L.C., its General Partner general partner By: /s/ Xxxxxxx Blackstone Tactical Opportunities Associates L.L.C., its managing member By: BTOA L.L.C., its sole member By: /s/Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxxxxx X. Xxxxx Title: Authorized Signatory VIKING GLOBAL EQUITIES II LP By: Viking Global Performance LLC, its General Partner By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory Person EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 4.4 4.5 (Confidentiality), Sections 7.2 to 7.4 (Counterparts, Governing Law, Entire Agreement), Section 7.5 (Expenses) and Sections 7.6 through 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. API GROUP CORPORATION FIREEYE, INC. By: /s/ Xxxxxxx Xxxxxx Xxxxx Xxxx Name: Xxxxxxx Xxxxxx Xxxxx Xxxx Title: Chief Executive Officer Vice President, General Counsel and Secretary Purchaser VIKING GLOBAL EQUITIES MASTER LTD. BTO DELTA HOLDINGS DE L.P. By: Viking Global Performance LLCBTO Holdings Manager L.L.C., its General Partner general partner By: Blackstone Tactical Opportunities Associates L.L.C., its managing member By: BTOA L.L.C., its sole member By: /s/ Xxxxxxx Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxxxxx X. Xxxxx Title: Authorized Signatory VIKING GLOBAL EQUITIES II LP By: Viking Global Performance LLC, its General Partner By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory Person EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated prior to the Initial Closing in accordance with Section 8.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such terminationtermination prior to the Initial Closing, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 4.4 4.5 (Confidentiality), Sections 7.2 to 7.4 (Counterparts, Governing Law, Entire Agreement), Section 7.5 (Expenses) and Sections 7.6 through 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. In the event of the termination of the parties’ obligations to effect any Additional Closing pursuant to this Agreement following the Initial Closing in accordance with Section 8.2, (i) the parties’ obligations under Sections 1.1(c) and (d) and 1.2(c) shall be null and void and of no further force or effect, (ii) all other provisions of this Agreement shall remain in full force and effect, and (iii) no party shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of Sections 1.1(c) and (d) and 1.2(c) or with respect to such Additional Closing generally, except to the extent of any actual fraud in the making of the representations and warranties set forth in this Agreement or in any certificate delivered hereunder or intentional or willful breach of this Agreement with respect thereto prior to such termination. (Signature page follows) The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. API GROUP CORPORATION ARRAY TECHNOLOGIES, INC. By: /s/ Xxxxxxx Xxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxxx Xxxxx Xxxxx Title: Chief Executive Financial Officer Purchaser VIKING GLOBAL EQUITIES MASTER LTD. BCP HELIOS AGGREGATOR L.P. By: Viking Global Performance LLC, its BCP 8/BEP 3 Holdings Manager L.L.C. Its: General Partner By: /s/ Xxxxxxx Xxxxx Xxxx Name: Xxxxxxx Xxxxx Xxxx Title: Authorized Signatory VIKING GLOBAL EQUITIES II LP By: Viking Global Performance LLC, its General Partner By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory Senior Managing Director EXHIBIT A DEFINED TERMS