Common use of Company Payments Clause in Contracts

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 22,800,000 (the “Termination Fee AmountFee”) ), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, concurrently with the occurrence of the applicable event described in clause (C), in the event that: (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii); (B) following the date of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(b)(i)or Section 8.1(b)(iii), a Company Acquisition Proposal, whether or not conditional, shall have been announced, commenced or become publicly disclosed or otherwise submitted, made or become known to the Company Board and shall not have been publicly withdrawn prior to the Termination Date (in the event of Section 8.1(b)(i)) or the Company Stockholder Meeting (in the event of Section 8.1(b)(iii)); and (C) within twelve (12) months following the termination of this Agreement pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii), the Company or any of its Subsidiaries consummates a Company Acquisition Proposal or enters into a definitive agreement with respect to a Company Acquisition Proposal, whether or not such Company Acquisition Proposal was the same Company Acquisition Proposal referenced in the preceding clause (B). For purposes of this Section 8.3(b)(i), each reference to “more than twenty percent (20%)” in the definition of “Company Acquisition Transaction” shall be deemed to be a reference to “a majority.” (ii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(e)(ii8.1(d), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in . (iii) In the event that (A) (1) this Agreement is terminated by the Company pursuant to Section 8.1(b8.1(e) the Company shall pay to Parent the Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, immediately before and as a condition to the effectiveness of such termination. (2iv) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f)(i8.1(g), the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (B2) following Business Days after demand by Parent. (v) Except in the execution event of a material breach of Section 5.3 or Section 6.5, in any circumstance in which Parent receives payment of the Termination Fee pursuant to this Section 8.3(b), the receipt of the Termination Fee in such circumstance shall constitute the sole and delivery exclusive remedy of Parent and Merger Sub against the Company or any of its or its Affiliates’ former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees (collectively, the “Company Related Parties”) for any and all losses and damages suffered or incurred as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise arising out of, or directly or indirectly relating to, this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, and prior to upon receipt of the Termination Fee in such circumstance, none of the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal Related Parties shall have been publicly announced any further liability or shall have become publicly known, obligation relating to or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination arising out of this Agreement, either an Acquisition Transaction the transactions contemplated hereby or in respect of any other document, theory of law or equity or oral representations made or alleged to be made in connection herewith or therewith, in contract, in tort or otherwise (whether or not except that (x) the Acquisition Transaction referenced in obligations under the preceding clause Confidentiality Agreement shall continue to survive and (B)y) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (Bshall also be obligated with respect to Section 8.3(e)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” Except as expressly provided in the definition immediately preceding sentence, following the receipt of “Acquisition Transaction” the Termination Fee in such circumstance, (A) none of Parent, Merger Sub or any Parent Related Party shall be deemed entitled to bring, maintain or support any Legal Proceedings against the Company or any Company Related Party arising out of or in connection with this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, and (B) Parent and Merger Sub shall use their reasonable best efforts to cause any Legal Proceedings pending in connection with this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, to the extent maintained by Parent, Merger Sub or any Parent Related Party against the Company or any Company Related Party to be references to “50%”dismissed with prejudice promptly.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 11,650,000 (the “Termination Fee Amount”) ), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In , within one business day after demand by Parent, in the event that (A) following the execution and delivery of this Agreement and prior to the Company Stockholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Company Voting Proposal, an Acquisition Proposal in respect of the Company shall have been publicly announced or shall have become publicly known, or any Person shall have publicly announced prior to the Company Stockholder Meeting an intention to make an Acquisition Proposal in respect of the Company and such Acquisition Proposal has not been withdrawn at least 10 Business Days prior to the Company Stockholder Meeting, (B) this Agreement is terminated pursuant to Section 8.1(e)(ii9.1(d)(ii), concurrently with and as (C) within twelve months following the termination of this Agreement, either an Acquisition Transaction in respect of the Company (whether or not the Acquisition Transaction referenced in the preceding clause (A)) is consummated or the Company enters into a condition letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction in respect of the Company (whether or not the Acquisition Transaction referenced in the preceding clause (A)) and such Acquisition Transaction is ultimately consummated (whether or not consummated during the foregoing 12-month period); provided, however, that for the purposes of this Section 9.3(b)(i), (x) all references to 15% and 50% in the effectiveness definition of such termination, “Acquisition Transaction” shall be replaced by 50.1% and (y) the reference to 85% in the definition of “Acquisition Transaction” shall be replaced by 49.9%. (ii) The Company shall pay to Parent a fee equal to the Termination Fee Amount Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one business day after demand by Parent, in the event that (A) following the execution and delivery of this Agreement and (x) in the case of a termination pursuant to Section 9.1(e), prior to the breach forming the basis of such termination contemplated by the following clause (B) and (y) in the case of a termination pursuant to Section 9.1(c), prior to the termination of this Agreement, in each case, a bona fide Acquisition Proposal with respect to the Company shall have been made to the Company or the Company Board or an Acquisition Proposal in respect of the Company shall have been directly communicated or otherwise made known to the Company Stockholders, or shall have been publicly announced or shall have become publicly known, or any Person shall have publicly announced an intention (whether or not conditional and whether or not withdrawn) to make an Acquisition Proposal in respect of the Company, (B) Parent terminates this Agreement pursuant to Section 9.1(c) or Section 9.1(e), and (C) within twelve months following the termination of this Agreement, either an Acquisition Transaction in respect of the Company (whether or not the Acquisition Transaction referenced in the preceding clause (A)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction in respect of the Company (whether or not the Acquisition Transaction referenced in the preceding clause (A)) and such Acquisition Transaction is ultimately consummated (whether or not consummated during the foregoing 12-month period); provided, however, that for the purposes of this Section 9.3(b)(ii), (x) all references to 15% and 50% in the definition of “Acquisition Transaction” shall be replaced by 50.1% and (y) the reference to 85% in the definition of “Acquisition Transaction” shall be replaced by 49.9% . (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, Parent within two (2) Business Days business days after demand by Parent, in the event that (AParent terminates this Agreement pursuant to Section 9.1(g) (1or after a Triggering Event occurs with respect to the Company, and this Agreement thereby becomes terminable pursuant to Section 9.1(g) as a result, the Company terminates this Agreement for another reason). (iv) In the event that the Company terminates this Agreement pursuant to Section 9.1(h), the Company shall pay to Parent a fee equal to the Termination Fee Amount in advance of, or concurrently with, such termination. (v) In no event shall the Company be required to pay the Termination Fee Amount pursuant to this Section 9.3(b) on more than one occasion. (vi) The Company shall reimburse Parent for Parent’s documented out-of-pocket expenses actually incurred in connection with this Agreement (the “Parent Expense Reimbursement”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent within three (3) business days after demand by Parent, in the event that this Agreement is terminated pursuant to Section 8.1(b9.1(d)(ii) (or (2) after the Company Stockholder Meeting has been held and a vote taken on the Company Voting Proposal and there has been a failure to obtain the Requisite Company Stockholder Approval, and this Agreement is terminated thereby becomes terminable pursuant to Section 8.1(f)(i9.1(d)(ii) as a result, and the Company terminates this Agreement for another reason); provided, however, that (A) the Company shall not be obligated to pay any amounts in excess of two million five hundred thousand dollars ($2,500,000) pursuant to this Section 9.3(b)(vi), and (B) following the execution and delivery of this Agreement and prior to if the Company Stockholders’ Meeting (in is required to pay the case of any termination referred Termination Fee Amount pursuant to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) aboveSection 9.3(b), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination amount of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” such payment shall be deemed reduced by the amount of the Parent Expense Reimbursement previously paid to be references to “50%”Parent.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 34,611,981.00 (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i8.1(d), (B) following after the execution and delivery date of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)such termination, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%.” (iv) In the event that this Agreement is terminated pursuant to Section 8.1(b) hereof, within two (2) Business Days after demand by Parent, the Company shall pay to Parent an amount equal to eight million dollars ($8,000,000), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (v) Notwithstanding the foregoing, in no event shall the aggregate amounts payable from the Company to Parent under this Section 8.3(b) exceed the Termination Fee Amount.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars $18,500,000 ($32,850,000.00eighteen million and five hundred thousand U.S. dollars) (the “Termination Fee AmountFee”) ), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that: (A) this Agreement is terminated by Parent or the Company pursuant to ‎Section 9.1(d) as a result of the failure to obtain the Company Shareholder Approval, (B) after the date of this Agreement and at or prior to the date of the Company Shareholders Meeting an Acquisition Proposal shall have been publicly announced and shall not have been withdrawn or otherwise abandoned and (C) within twelve (12) months following such termination of this Agreement the Company enters into a definitive agreement to effect such Acquisition Proposal with the party that made such Acquisition Proposal, which is subsequently consummated. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(e)(ii), concurrently with and as a condition ‎Section 9.1(e) (A) prior to the effectiveness receipt of such terminationthe Company Shareholder Approval, the Company shall pay to Parent a fee equal the Termination Fee, or (B) following the receipt of the Company Shareholder Approval, the Company shall pay to Parent the Termination Fee, provided that solely in such event the Termination Fee Amount shall be equal to $25,000,000 (twenty five million U.S. dollars), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as a condition to the effectiveness of such termination. (iii) In the event that this Agreement is terminated by Parent pursuant to ‎Section 9.1(g), the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent. (iv) The Company shall pay to Parent a fee equal to the Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b‎Section 9.1(c) or (2) but only if at such time Parent would not be prohibited from terminating this Agreement is terminated pursuant to Section 8.1(f)(iby the proviso in ‎Section 9.1(c)), (B) following there has been publicly disclosed after the execution and delivery date of this Agreement and prior to the Company Stockholders’ Meeting (in the case date of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly knownthat remains outstanding and not withdrawn as of the date of termination of this Agreement, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the after such termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter definitive agreement to effect such Acquisition Proposal with the party that made such Acquisition Proposal, which is subsequently consummated. (v) In the event that this Agreement is terminated pursuant to ‎Section 9.1(d), the Company shall reimburse Parent for its out of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced pocket expenses in the preceding clause agreed amount of $1,250,000 (B)). For purposes of this Section 8.3(b)(iiione million and two hundred and fifty thousand U.S. dollars), all references by wire transfer of immediately available funds to “15%” and “85%” an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent. In no event shall any such reimbursement of expenses be made if the definition of “Acquisition Transaction” Company shall be deemed or may be required to be references to “50%”pay a Termination Fee.

Company Payments. (i) In The Company shall pay to Parent, in immediately available funds, upon demand by Parent, an amount equal to $1,000,000 (the event that "Initial Termination Fee"), if this Agreement is terminated by Parent pursuant to Section 8.1(f)(ii7.1(e). In addition, the Company shall pay to Parent, in immediately available funds, an amount equal to $3,000,000 (the "Subsequent Termination Fee") no later than two days after the earlier of (A) the entry by the Company into an agreement or letter of intent with respect to an Acquisition Proposal or (B) forty-five (45) days after the termination of this Agreement. (ii) The Company shall pay to Parent in immediately available funds, upon demand by Parent, an amount equal to $4,000,000 (the "Termination Fee"), if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(b) or (d) and any of the following shall occur: (1) if following the date hereof and prior to the termination of this Agreement, a third party has announced an Acquisition Proposal and within two nine (9) months following the termination of this Agreement a Company Acquisition (as defined below) is consummated; or (2) Business Days after demand if following the date hereof and prior to the termination of this Agreement, a third party has announced an Acquisition Proposal and within nine (9) months following the termination of this Agreement the Company enters into an agreement or letter of intent providing for a Company Acquisition. (iii) The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by Parentthis Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) , and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement "Company Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a fee equal merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (which 50 the “Termination Fee Amount”) by wire transfer stockholders of the Company immediately available funds to an account preceding such transaction hold less than 65% of the aggregate equity interests in the surviving or accounts designated in writing by Parent. resulting entity of such transaction, (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, sale or other disposition by the Company shall pay of assets representing in excess of 35% of the aggregate fair market value of the Company's business immediately prior to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account such sale or accounts designated in writing by Parent. (iii) The Company shall pay to Parent the acquisition by any person or group (including by way of a fee equal to tender offer or an exchange offer or issuance by the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(iCompany), (B) following directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 35% of the execution and delivery voting power of this Agreement and prior to the Company Stockholders’ Meeting (in then outstanding shares of capital stock of the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”Company.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) one Business Days Day after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or Section 8.1(c) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting termination of this Agreement (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Company, and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not resulting from the Acquisition Transaction Proposal referenced in the preceding clause (B) and whether or not with the same counter-party or parties that made the Acquisition Proposal referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not resulting from the Acquisition Transaction Proposal referenced in the preceding clause (B) and whether or not with the same counter-party or parties that made the Acquisition Proposal referenced in the preceding clause (B)). For purposes of . (ii) In the event that this Agreement is terminated pursuant to Section 8.3(b)(iii8.1(e)(ii), all references prior and as a condition to “15%” and “85%” the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the definition event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within one Business Day after demand by Parent, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of “Acquisition Transaction” shall be deemed immediately available funds to be references to “50%”an account or accounts designated in writing by Parent.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to $31,006,183 (the “Termination Fee AmountFee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that that: (A) (1) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b9.1(b) or (2provided, that (x) this Agreement the condition to the Offer set forth in clause (A) of Annex A is terminated satisfied at the time of such termination pursuant to Section 8.1(f)(i9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the Competing Acquisition Transaction referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); and (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the such termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)Agreement, an a Competing Acquisition Proposal Transaction shall have been publicly announced or shall have become publicly knowndisclosed and, or in either case, shall not have been communicated withdrawn or otherwise made known to the Company abandoned; and (C) within twelve (12) months following the such termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an definitive agreement with any third party that effectuates a Competing Acquisition Transaction (whether or not the a Competing Acquisition Transaction referenced in the preceding clause (B))is consummated. For purposes of this Section 8.3(b)(iii)the foregoing, all references to a “15%Competing Acquisition Transaction” and “85%” in shall have the definition of same meaning as an “Acquisition Transaction” except that all references therein to (i) “more than twenty percent (20%)” shall be deemed to be references to “50more than forty percent (40%)” and (ii) “more than eighty percent (80%)” shall be deemed to be references to “more than sixty percent (60%).” (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as a condition to the effectiveness of such termination. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Five Million Eight Hundred Fifty Thousand Dollars ($32,850,000.005,000,000) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A) following the execution and delivery of this Agreement and prior to the valid termination of this Agreement pursuant to Section 9.1(b), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, and (B) this Agreement is validly terminated pursuant to Section 9.1(b), and (C) within twelve (12) months following the valid termination of this Agreement pursuant to Section 9.1(b), either (1) an Acquisition Transaction (whether or not related to the Acquisition Proposal referenced in the preceding clause (A)) is consummated, or (2) the Company enters into a letter of intent, memorandum of understanding or other Contract providing for any Acquisition Transaction (whether or not related to the Acquisition Proposal referenced in the preceding clause (A)) and such Acquisition Transaction is consummated (whether or not within the preceding twelve (12) month period). The fee amount payable pursuant to this Section 9.3(b)(i) shall be paid within one (1) Business Day of the consummation of the applicable Acquisition Transaction contemplated by the foregoing clause (C). (ii) In the event that this Agreement is validly terminated pursuant to Section 8.1(e)(ii9.1(g), concurrently with and as a condition to the effectiveness of such termination, the Company shall promptly (and in any event with two (2) Business Days) following such termination pay to Parent a fee equal to the Termination Fee Amount Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The In the event that this Agreement is validly terminated pursuant to Section 9.1(h), as a condition to such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay $40,000,000 to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee AmountFee”) ), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. , (iiA) In concurrently with, and as a condition to, the event that termination of this Agreement is terminated by the Company pursuant to Section 8.1(e)(ii), concurrently with 8.01(b)(ii) and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account termination or accounts designated in writing (B) within two (2) Business Days after demand by Parent, if this Agreement is terminated by Parent pursuant to Section 8.01(c)(ii). (iiiii) The Company shall pay to Parent a fee equal to the Termination Fee Amountto Parent, net of any Expenses reimbursement previously paid by the Company to Parent pursuant to Section 8.03(a), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that if (A) (1) this Agreement is terminated (1) by Parent or the Company pursuant to Section 8.1(b8.01(a)(ii), (2) by Parent or the Company pursuant to Section 8.01(a)(iii) or (23) this Agreement is terminated by Parent pursuant to Section 8.1(f)(i8.01(c)(i), ; (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)such termination, an a Competing Acquisition Proposal Transaction shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company disclosed and not publicly withdrawn; and (C) within twelve (12) months following such termination (the termination of this Agreement“Tail Period”), either an a Competing Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is has been consummated or the Company enters has entered into a letter of intent, memorandum of understanding or Contract providing for an definitive agreement with respect to any Competing Acquisition Transaction (whether or not during the Tail Period and such Competing Acquisition Transaction referenced in the preceding clause (B))is thereafter consummated. For purposes of this Section 8.3(b)(iii)the foregoing, all references to a “15%Competing Acquisition Transaction” and “85%” in shall have the definition of same meaning as an “Acquisition Transaction” except that all references therein to “more than 20%” shall be deemed to be references to “50%a majority.” (iii) If Parent or its designee receives full payment pursuant to this Section 8.03(b), or reimbursement of any applicable Expenses pursuant to Section 8.03(a), the receipt of the applicable Termination Fee and/or Expenses (if applicable) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other person in connection with the Transaction Agreements (and the termination hereof), the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates arising out of or in connection with the Transaction Agreements, any of the Transactions or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.03(b) shall limit the rights of Parent and Acquisition Sub under Section 8.03(c). The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars the sum of (x) $32,850,000.0024.8 million, and (y) the amount of Parent’s documented out-of-pocket expenses associated with the transactions contemplated by this Agreement of up to $3,000,000 (the “Termination Fee Amount”) ), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In , within one business day after demand by Parent, in the event that (A) following the execution and delivery of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal in respect of the Company shall have been publicly announced or shall have become publicly known, or any Person shall have publicly announced an intention to make an Acquisition Proposal in respect of the Company and such Acquisition Proposal has not been withdrawn at least 10 business days prior to the then-scheduled Expiration Date, (B) this Agreement is terminated pursuant to Section 8.1(e)(ii10.1(c), concurrently with and as (C) within twelve months following the termination of this Agreement, either an Acquisition Transaction in respect of the Company (whether or not the Acquisition Transaction referenced in the preceding clause (A)) is consummated or the Company enters into a condition letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction in respect of the Company (whether or not the Acquisition Transaction referenced in the preceding clause (A)) and such Acquisition Transaction is ultimately consummated (whether or not consummated during the foregoing 12-month period); provided, however, that for the purposes of this Section 10.3(b)(i), (x) all references to 15% and 50% in the effectiveness definition of such termination, “Acquisition Transaction” shall be replaced by 50.1% and (y) the reference to 85% in the definition of “Acquisition Transaction” shall be replaced by 49.9%. (ii) The Company shall pay to Parent a fee equal to the Termination Fee Amount Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one business day after demand by Parent, in the event that (A) following the execution and delivery of this Agreement and (x) in the case of a termination pursuant to Section 10.1(d), prior to the breach forming the basis of such termination contemplated by the following clause (B) and (y) in the case of a termination pursuant to Section 10.1(c), prior to the termination of this Agreement, in each case, a bona fide Acquisition Proposal with respect to the Company shall have been made to the Company or the Company Board or a bona fide Acquisition Proposal in respect of the Company shall have been directly communicated or otherwise made known to any of the Key Stockholders, or shall have been publicly announced or shall have become publicly known, or any Person shall have publicly announced an intention (whether or not conditional and whether or not withdrawn) to make an Acquisition Proposal in respect of the Company, (B) Parent terminates this Agreement pursuant to Section 10.1(c), or Section 10.1(d), and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction in respect of the Company (whether or not the Acquisition Transaction referenced in the preceding clause (A)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction in respect of the Company (whether or not the Acquisition Transaction referenced in the preceding clause (A)) and such Acquisition Transaction is ultimately consummated (whether or not consummated during the foregoing 12-month period); provided, however, that for the purposes of this Section 10.3(b)(ii), (x) all references to 15% and 50% in the definition of “Acquisition Transaction” shall be replaced by 50.1% and (y) the reference to 85% in the definition of “Acquisition Transaction” shall be replaced by 49.9% . (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, Parent within two (2) Business Days business days after demand by Parent, in the event that (A) (1) Parent terminates this Agreement is terminated pursuant to Section 8.1(b10.1(f) (or (2) after a Triggering Event occurs with respect to the Company, and this Agreement is terminated thereby becomes terminable pursuant to Section 8.1(f)(i10.1(f) as a result, the Company terminates this Agreement for another reason). (iv) In the event that the Company terminates this Agreement pursuant to Section 10.1(g), (B) following the execution and delivery of this Agreement and prior Company shall pay to Parent a fee equal to the Company Stockholders’ Meeting (Termination Fee Amount in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly knownadvance of, or concurrently with, such termination. (v) In no event shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following be required to pay the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of Termination Fee Amount pursuant to this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”10.3(b) on more than one occasion.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated pursuant to (x) Section 8.1(f)(ii8.1(c) (Termination Date) (provided that at the Termination Date, all of the conditions set forth in Section 7.1 (other than the condition set forth in Section 7.1(a)) and Section 7.3 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, so long as such conditions are at the time of termination capable of being satisfied as if such time were the Closing), within two (2y) Section 8.1(d) (Requisite Stockholder Approval) or (z) Section 8.1(e) (Company Breach); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, any Person shall have publicly announced or provided to the Company Board or management of the Company an Acquisition Proposal, and not irrevocably (and publicly, in the case of an Acquisition Proposal that has been publicly announced) withdrawn such Acquisition Proposal at least five Business Days after demand by Parentprior to the Company Stockholder Meeting or prior to the date of termination in the case of a termination pursuant to Section 8.1(c) (Termination Date) or Section 8.1(e) (Company Breach); and (C) within 12 months following such termination of this Agreement, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company shall pay promptly (and in any event within three Business Days) upon the earlier of entry into such definitive agreement or the consummation of such Acquisition Transaction pay, or cause to be paid, to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Company Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section 8.3(b)(i), all references to “20%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.” (ii) In the event that If this Agreement is validly terminated pursuant to Section 8.1(e)(ii8.1(f) (Company Board Recommendation Change), concurrently with and as a condition to the effectiveness of such termination, then the Company shall pay must promptly (and in any event within three Business Days) following such termination pay, or cause to be paid, to Parent a fee equal to the Company Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The If this Agreement is validly terminated pursuant to Section 8.1(h) (Superior Proposal), then the Company shall pay must prior to or substantially concurrently with such termination pay, or cause to be paid, to Parent a fee equal to the Company Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to $4,454,040 (the “Termination Fee AmountFee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parentthe consummation of any Acquisition Proposal described below, in the event that that: (A) (1) this Agreement is terminated by Parent pursuant to Section 8.1(b7.1(b) or (2) unless the Company would have at such time been entitled to terminate this Agreement is terminated pursuant to Section 8.1(f)(i7.1(c) but for such termination by Parent pursuant to Section 7.1(b), ) or by the Company pursuant to Section 7.1(b); (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred pursuant to in clause (A)(2) aboveSection 7.1(b), an Acquisition Proposal shall have been made to the Company Stockholders or otherwise publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company disclosed; and (C) within twelve (12) months following the termination of this AgreementAgreement pursuant to Section 7.1(b), either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)1) is consummated or the Company enters into a letter definitive agreement in respect of intent, memorandum of understanding or Contract providing for an any Acquisition Transaction Proposal (whether or which need not be the same Acquisition Transaction referenced Proposal described in the preceding clause (B) above) and the transactions contemplated by such Acquisition Proposal are subsequently consummated or (2) the transactions contemplated by any Acquisition Proposal (which need not be the same Acquisition Proposal described in clause (B) above) are consummated. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(e)). For purposes , the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, concurrently with the termination of this Agreement as a condition to the effectiveness of such termination. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 8.3(b)(iii7.1(f), all references the Company shall pay to “15%” and “85%” Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”writing by Parent, within two (2) Business Days after such termination.

Company Payments. (i) In The Company shall pay to Parent in immediately available funds, within one (1) business day after demand by Parent, an amount equal to $4,825,000 (the event that "TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 8.1(f)(ii)7.1(g) or Section 7.1(h) hereof. (ii) If (A) this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(b) or Section 7.1(d) hereof, (B) following the date hereof and prior to the termination of this Agreement, a third party has announced an Acquisition Proposal, and (C) within nine (9) months following the termination of this Agreement a Company Acquisition (as defined below) is consummated, then the Company shall pay to Parent in immediately available funds, within two one (21) Business Days business day after demand by Parent, an amount equal to the Termination Fee. (iii) if (A) this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(b) or Section 7.1(d) hereof, (B) following the date hereof and prior to the termination of this Agreement, a third party has announced an Acquisition Proposal, and (C) within nine (9) months following the termination of this Agreement the Company enters into an agreement or letter of intent providing for a Company Acquisition, the Company shall pay to Parent, in immediately available funds, within one (1) business day following the consummation of the Company Acquisition referred to in the foregoing clause (C), an amount equal to the Termination Fee. (iv) The Company hereby acknowledges and agrees that the agreements set forth in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent a fee equal its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00be made. Payment of the fees described in this Section 7.3(b) (shall not be in lieu of damages incurred in the “Termination Fee Amount”) by wire transfer event of immediately available funds to an account or accounts designated in writing by Parentbreach of this Agreement. (iiv) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition Notwithstanding anything to the effectiveness contrary set forth in this Agreement, each of such terminationthe parties hereto hereby expressly acknowledges and hereby agrees that, the Company shall pay with respect to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement pursuant to Section 7.1 hereof (other than a termination based upon fraud or the willful or intentional breach of this Agreement) under circumstances in which the case Termination Fee is payable pursuant to Section 7.3(b) hereof, payment of the Termination Fee shall constitute liquidated damages with respect to any termination referred claim for damages or any other claim which Parent or Merger Sub would otherwise be entitled to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced assert against the Company or shall have become publicly knownits assets, or shall have been communicated against any of the Company's directors, officers, employees or otherwise made known stockholders, with respect to the Company and (C) within twelve (12) months following the any such termination of this Agreement, either an Acquisition Transaction and shall constitute the sole and exclusive remedy with respect to any such termination of this Agreement. The parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any such termination of this Agreement pursuant to Section 7.1 hereof (whether other than a termination based upon fraud or not the Acquisition Transaction referenced willful or intentional breach of this Agreement) under circumstances in which the preceding clause Termination Fee is payable pursuant to Section 7.3(b) hereof, the right to such payment: (A) constitutes a reasonable estimate of the damages that will be suffered by reason of any such termination this Agreement and (B)) is consummated shall be in full and complete satisfaction of any and all damages arising as a result of any such termination of this Agreement. Except for nonpayment of the Termination Fee pursuant to Section 7.3(b) the parties hereto hereby agree that, upon any termination of this Agreement pursuant to Section 7.1 hereof (other than a termination based upon fraud or the willful or intentional breach of this Agreement) under circumstances in which the Termination Fee is payable pursuant to Section 7.3(b) hereof, in no event shall Parent or Merger Sub be entitled to seek or to obtain any recovery or judgment against the Company enters into a letter or any subsidiaries of intentthe Company or any of their respective assets, memorandum or against any of understanding their respective directors, officers, employees or Contract providing stockholders for an Acquisition Transaction any such termination of this Agreement, and in no event shall Parent or Merger Sub be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, special, indirect or punitive damages, for any such termination of this Agreement. Notwithstanding the foregoing, payment of the Termination Fee pursuant to Section 7.3(b) hereof shall not constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would be entitled to assert against the Company or its assets, or against any of the Company's directors, officers, employees or stockholders, with respect to any such termination of this Agreement based upon fraud or the willful or intentional breach of any representations, warranties or covenants of the Company in this Agreement, and shall not constitute the sole and exclusive remedy with respect to any such termination of this Agreement based upon fraud or the willful or intentional breach of any of the representations, warranties or covenants of the Company in this Agreement. (whether or not vi) For the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iiiAgreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale; or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), all references directly or indirectly, of beneficial ownership or a right to “15%” and “85%” acquire beneficial ownership of shares representing in the definition excess of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%”) of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) In the event that this Agreement is terminated The Company shall pay to Parent $19,168,150 (such amount plus any Additional Termination Fee payable pursuant to Section 8.1(f)(ii6.17(a), the “Termination Fee”), within two (2) Business Days after demand by ParentParent (but in no event prior to the consummation referred to below), in the event that: (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(d) (for Section 8.1(d), only if terminated as a result of a breach by the Company of its covenants or obligations, and not representations or warranties) hereunder such that the condition set forth in Section 7.2(b) would not be satisfied); (B) following the execution and delivery of this Agreement and prior to any such termination of this Agreement, a Competing Acquisition Transaction shall have been publicly announced or shall have become publicly disclosed and shall not have been publicly withdrawn; and (C) within twelve (12) months following any such termination of this Agreement, the Company or any of its Affiliates either (x) consummates a Competing Acquisition Transaction or (y) enters into a definitive agreement for a Competing Acquisition Transaction which is subsequently consummated (whether before or after such twelve (12) month period), in each case, whether or not the Competing Acquisition Transaction was the same Competing Acquisition Transaction referred to in clause (B) of this Section 8.3(b). For purposes of the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that all references therein to “more than twenty percent (20%)” shall be deemed to be references to “a majority.” (ii) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(e), the Company shall pay to Parent the Termination Fee as a fee equal condition to Thirty Two Million Eight Hundred Fifty Thousand Dollars the effectiveness of such termination. ($32,850,000.00iii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), the Company shall pay to Parent the Termination Fee within two (2) Business Days after demand by Parent. (iv) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Parent’s rights set forth in Section 9.8, in any circumstance in which Parent receives payment of the Termination Fee pursuant to this Section 8.3(b), the receipt of the Termination Fee in such circumstance shall constitute the sole and exclusive remedy of Parent, Acquisition Sub and Parent Related Parties against the Company or any of its former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees (collectively, the “Company Related Parties”) for any and all losses and damages suffered or incurred 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 (whether willfully, intentionally, unintentionally or otherwise, including for Willful Breach) or otherwise arising out of, or directly or indirectly relating to, this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, and, upon receipt of the Termination Fee Amount”in such circumstance, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby or in respect of any other document, theory of law or equity or oral representations made or alleged to be made in connection herewith or therewith, in contract, in tort or otherwise (except that (x) the obligations under the Confidentiality Agreement shall continue to survive and (y) the Company shall also be obligated with respect to Section 8.3(e)). Except as expressly provided in the immediately preceding clause (iv), following the receipt of the Termination Fee in such circumstance, (A) none of Parent, Acquisition Sub or any Parent Related Party shall be entitled to bring, maintain or support any Legal Proceedings against the Company or any Company Related Party arising out of or in connection with this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, and (B) Parent and Acquisition Sub shall use their reasonable best efforts to cause any Legal Proceedings pending in connection with this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, to the extent maintained by Parent, Acquisition Sub or any Parent Related Party against the Company or any Company Related Party to be dismissed with prejudice promptly. (v) The Company shall make any required payment of the Termination Fee (x) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. , or (iiy) at the option of the Company, if the Company Escrow Account is then fully funded, by causing the Company Escrow Agent to deliver to Parent, in accordance with the instructions of Parent and the terms of the Company Escrow Agreement, the Company Escrow Amount. In the event that this Agreement such payment is terminated not timely made in full, Parent may send a written request to the Company Escrow Agent requesting the release of amounts held pursuant to Section 8.1(e)(ii)the Company Escrow Agreement, concurrently with and as a condition to the effectiveness of such termination, the Company shall pay cooperate with Parent to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in effectuate such release. In the event that (A) (1) this Agreement such payment is terminated made in full other than pursuant to Section 8.1(bclause (y) or of the first sentence of this sub-section (2) this Agreement is terminated pursuant to Section 8.1(f)(iv), (B) following Parent thereafter shall cooperate reasonably with the execution and delivery of this Agreement and prior Company in effecting the release to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”Escrow Amount.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated pursuant to Section 8.1(f)(ii8.1(c), within two Section 8.1(d) or Section 8.1(e); (2B) Business Days after demand by Parent, at the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness time of such termination, the Company shall pay to Parent a fee equal to conditions set forth in Section 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the Termination Fee Amount by wire transfer conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of immediately available funds to an account or accounts designated in writing by Parent. such termination was the Closing Date; (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (BC) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case termination of any termination referred this Agreement pursuant to in clause (A)(1) aboveSection 8.1(c), Section 8.1(d) or prior to the breach Section 8.1(e), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or inaccuracy that forms the basis for disclosed and not withdrawn or otherwise abandoned; and (D) within one year following the termination of this Agreement (in the case of any termination referred pursuant to in clause (A)(2) aboveSection 8.1(c), an Acquisition Proposal shall have been publicly announced Section 8.1(d) or shall have become publicly knownSection 8.1(e), or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this Agreementas applicable, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for the consummation of an Acquisition Transaction (whether or not Transaction, then the Company will concurrently with the consummation of such Acquisition Transaction referenced in pay to Parent an amount equal to $72,000,000 (the preceding clause (B)“Company Termination Fee”). For purposes of this Section 8.3(b)(iii8.3(b)(i), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated pursuant to Section 8.1(f), then the Company must promptly (and in any event within two Business Days) following such termination pay to Parent the Company Termination Fee. (iii) If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must prior to or concurrently with such termination pay to Parent the Company Termination Fee; provided, that if (A) such termination occurs prior to the later of (1) the No-Shop Period Start Date and (2) one day following the expiration of any Notice Period commenced prior to the No-Shop Period Start Date and (B) the Company enters into a definitive Alternative Acquisition Agreement to consummate an Acquisition Transaction substantially concurrently with such termination, then the “Company Termination Fee” shall mean an amount equal to $36,000,000.

Company Payments. (i) In the event that The Company shall pay to Parent, in immediately available funds, upon demand by Parent, an amount equal to $1,000,000, if this Agreement is terminated by Parent pursuant to Section 8.1(f)(ii7.1(e). In addition, if this Agreement is terminated by Parent pursuant to Section 7.1(e), the Company shall also pay to Parent, in immediately available funds, an amount equal to $3,000,000 no later than two days after the earlier of (A) the entry by the Company into an agreement or letter of intent with respect to an Acquisition Proposal or (B) forty-five (45) days after the termination of this Agreement. (ii) The Company shall pay to Parent in immediately available funds, upon demand by Parent, an amount equal to $4,000,000 (the "Termination Fee"), if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(b) or (d) and any of the following shall occur: (1) if following the date hereof and prior to the termination of this Agreement, a third party has announced an Acquisition Proposal and within two nine (9) months following the termination of this Agreement a Company Acquisition (as defined below) is consummated; or (2) Business Days after demand if following the date hereof and prior to the termination of this Agreement, a third party has announced an Acquisition Proposal and within nine (9) months following the termination of this Agreement the Company enters into an agreement or letter of intent providing for a Company Acquisition. (iii) The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by Parentthis Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) , and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement "Company Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a fee equal merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (which 50 the “Termination Fee Amount”) by wire transfer stockholders of the Company immediately available funds to an account preceding such transaction hold less than 65% of the aggregate equity interests in the surviving or accounts designated in writing by Parent. resulting entity of such transaction, (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, sale or other disposition by the Company shall pay of assets representing in excess of 35% of the aggregate fair market value of the Company's business immediately prior to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account such sale or accounts designated in writing by Parent. (iii) The Company shall pay to Parent the acquisition by any person or group (including by way of a fee equal to tender offer or an exchange offer or issuance by the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(iCompany), (B) following directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 35% of the execution and delivery voting power of this Agreement and prior to the Company Stockholders’ Meeting (in then outstanding shares of capital stock of the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”Company.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to $100,000,000.00 (the “Termination Fee AmountFee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by ParentDays, in the event that that: (A) (1) this Agreement is terminated (1) by Parent or the Company pursuant to Section 8.1(b10.1(b) (provided, that (x) each of the Antitrust Condition, the Illegality Condition and the Government Litigation Condition is satisfied at the time of such termination pursuant to Section 10.1(b) and (y) the right to terminate this Agreement pursuant to Section 10.1(b) is then available to Parent) or (2) this Agreement is terminated by Parent pursuant to Section 8.1(f)(i10.1(d) (provided, that there shall not have occurred a breach, violation or inaccuracy of the type that would entitle the Company to terminate this Agreement pursuant to Section 10.1(c), without regard to the notice and lapse of time requirements set forth therein); and (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in under any of the case of any termination referred to circumstances described in clause (A)(2A) above), an Acquisition Proposal that is an offer or proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company disclosed; and (C) within twelve three-hundred and sixty five (12365) months days following the termination of this AgreementAgreement under any of the circumstances described in clause (A) above, either an the Company enters into a legally binding definitive agreement providing for, or consummates, a Competing Acquisition Transaction (whether or not such Competing Acquisition Transaction is with respect to the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction Proposal referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii)the foregoing, all references to a “15%Competing Acquisition Transaction” and “85%” in shall have the definition of same meaning as an “Acquisition Transaction” except that all references therein to “more than twenty percent (20%)” shall be deemed to be references to “a majority,” and the reference therein to “eighty percent (80%)” shall be deemed to be a reference to “fifty percent (50%)”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 10.1(e), the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as a condition to the effectiveness of such termination. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 10.1(f) (or by the Company pursuant to Section 10.1(b) following any time at which Parent was entitled to terminate this Agreement pursuant to Section 10.1(f)), the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 20,000,000 (the “"Termination Fee Amount”) "), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In , in the event that (A) following the execution and delivery of this Agreement and prior to the Company Stockholder Meeting, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, and (B) this Agreement is terminated pursuant to Section 8.1(e)(ii8.1(d) (or, after a vote on the Merger Proposal has been taken at the Company Stockholder Meeting and the Requisite Merger Approval has not been obtained, the Company terminates this Agreement for any other reason), concurrently with and (C) within twelve (12) months following the termination of this Agreement, either (1) any Acquisition Transaction is consummated or (2) the Company enters into a letter of intent, memorandum of understanding or other Contract providing for any Acquisition Transaction and such Acquisition Transaction or any other Acquisition Transaction is subsequently consummated within twenty four (24) months after the date on which such letter of intent, memorandum of understanding or other Contract is executed by the parties thereto. The fee amount payable pursuant to this Section 8.3(b)(i) shall be paid on the date of, and as a condition to the effectiveness of such terminationto, the consummation of the applicable Acquisition Transaction contemplated by the foregoing clause (C). (ii) The Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A) following the execution and delivery of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, and (B) this Agreement is terminated pursuant to Section 8.1(b) or Section 8.1(g), and (C) within twelve (12) months following the termination of this Agreement, either (1) any Acquisition Transaction is consummated or (2) the Company enters into a letter of intent, memorandum of understanding or other Contract providing for any Acquisition Transaction and such Acquisition Transaction or any other Acquisition Transaction is subsequently consummated within twenty four (24) months after the date on which such letter of intent, memorandum of understanding or other Contract is executed by the parties thereto. The fee amount payable pursuant to this Section 8.3(b)(ii) shall be paid on the date of, and as a condition to, the consummation of the applicable Acquisition Transaction contemplated by the foregoing clause (C). (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event this Agreement is terminated pursuant to Section 8.1(f), concurrently with and as a condition to the effectiveness of such termination. (iv) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) one Business Days Day after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i8.1(h), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (or its designee the “Company Termination Fee Amount”) Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In , within two Business Days after demand by Parent, in the event that (A) this Agreement is terminated pursuant to Section 8.1(e)(ii8.1(b); (B) the failure of the Merger to be consummated by the Termination Date is not the result of actions taken by Parent or Merger Sub in breach of this Agreement or any failure to take action by Parent or Merger Sub in breach of this Agreement, which breach has resulted in a failure to satisfy the conditions set forth in Section 7.1(b), concurrently with and as a condition to Section 7.1(c), Section 7.3(a) or Section 7.3(b)); (C) at the effectiveness time of such termination, the closing conditions set forth in Section 7.1(b) and Section 7.1(c) are capable of being satisfied or would be capable of being satisfied but for actions taken by the Company in breach of this Agreement or any failure to take action by the Company in breach of this Agreement; (D) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(b), (1) a Competing 53 Table of Contents Acquisition Transaction shall have been publicly announced, disclosed or communicated and not withdrawn, (2) a Person or group shall have publicly disclosed an intention to make, propose or communicate a proposal for a Competing Acquisition Transaction and not withdrawn such intention, or (3) a proposal for a Competing Acquisition Transaction shall have become publicly known and not withdrawn; and (E) within twelve months following the termination of this Agreement pursuant to Section 8.1(b), the Company enters into a definitive agreement providing for a Competing Acquisition Transaction and such Competing Acquisition Transaction is subsequently consummated. (ii) The Company shall pay to Parent a fee equal to or its designee the Company Termination Fee Amount (less any Transaction Expenses, if any, previously paid to Parent or its designees by the Company pursuant to Section 8.3(b)(v)), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two Business Days after demand by Parent, in the event that (A) this Agreement is terminated pursuant to Section 8.1(d), (B) following the execution and delivery of this Agreement and prior to the Company Stockholder Meeting (or any postponement or adjournment thereof), (1) a Competing Acquisition Transaction shall have been publicly announced, disclosed or communicated and not withdrawn, (2) a Person or group shall have disclosed an intention to make, propose or communicate a proposal for a Competing Acquisition Transaction and not withdrawn such proposal or intention or (3) a proposal for a Competing Acquisition Transaction shall have become publicly known and not withdrawn, and (C) within twelve months following the termination of this Agreement pursuant to Section 8.1(d), the Company enters into a definitive agreement providing for a Competing Acquisition Transaction and such Competing Acquisition Transaction is subsequently consummated. (iii) The Company shall pay to Parent or its designee the Company Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, prior to and as a fee equal condition to the effectiveness of any termination, in the event that this Agreement is terminated pursuant to Section 8.1(g). (iv) The Company shall pay to Parent or its designee the Company Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that this Agreement is terminated pursuant to Section 8.1(h). (v) In the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b8.1(d) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), and (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Stockholder Meeting (in the case of or any termination referred to in clause (A)(1) above) postponement or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) aboveadjournment thereof), an (1) a Competing Acquisition Proposal Transaction shall have been publicly announced announced, disclosed or communicated and not withdrawn, (2) a Person or group shall have publicly disclosed an intention to make, propose or communicate a proposal for a Competing Acquisition Transaction and not withdrawn such intention, or (3) a proposal for a Competing Acquisition Transaction shall have become publicly knownknown and not withdrawn, or shall have been communicated or otherwise made known to the Company shall pay Parent or its designee within two (2) Business Days following delivery by Parent of an invoice therefor, all out-of-pocket fees and expenses incurred by Parent or Merger Sub in connection with the transaction contemplated by this Agreement (C) 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 (BExpenses”)) is consummated or ; provided that the Company enters into a letter shall not be required to pay more than an aggregate of intent, memorandum of understanding or Contract providing for an Acquisition $10,000,000 in Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of Expenses pursuant to this Section 8.3(b)(iii8.3(b)(v), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to ten million dollars ($10,000,000) (the “Termination Fee AmountFee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that that: (A) (1) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b7.1(b) or (2) this Agreement is terminated pursuant solely as a result of the failure to Section 8.1(f)(i), satisfy the Minimum Condition prior to such termination; (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in pursuant to Section 7.1(b) solely as a result of the case of any termination referred failure to in clause (A)(2) above)satisfy the Minimum Condition prior to such termination, an a Competing Acquisition Proposal Transaction shall have been publicly announced or shall have become publicly knowndisclosed and, or in either case, shall not have been communicated withdrawn or otherwise made known to the Company abandoned; and (C) within twelve (12) months following the termination of this AgreementAgreement pursuant to Section 7.1(b) solely as a result of the failure to satisfy the Minimum Condition prior to such termination, either an Acquisition Transaction (whether or not the Competing Acquisition Transaction referenced in the preceding clause (B)) is consummated or a binding definitive agreement for such Competing Acquisition Transaction shall be entered into by the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not and the Acquisition Transaction referenced in the preceding clause (B))counterparty within such twelve-month period and such transaction shall subsequently be consummated. For purposes of this Section 8.3(b)(iii)the foregoing, all references to a “15%Competing Acquisition Transaction” and “85%” in shall have the definition of same meaning as an “Acquisition Transaction” except that all references therein to “more than twenty percent (20%)” shall be deemed to be references to “50%a majority.” (ii) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(e), the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as a condition to the effectiveness of such termination. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(f), the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent.

Company Payments. (i) In the event that this Agreement is terminated by Newco or the Company pursuant to Section 8.1(f)(ii8.1(d), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars Newco an amount in cash ($32,850,000.00without interest) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount amount of reasonable, documented, out-of-pocket costs and expenses actually incurred by wire transfer Newco, Merger Sub and the Guarantors in connection with the negotiation of immediately available funds this Agreement and the consummation of the transactions contemplated hereby (such Expenses not to an account or accounts designated exceed $10,000,000 in writing by Parent. the aggregate) (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount“Newco Expenses”), by wire transfer of immediately available funds to an account or accounts designated in writing by ParentNewco, within two (2) Business Days after such termination. (ii) The Company shall pay to Newco the Company Termination Fee (less any Newco Expenses previously paid by the Company pursuant to Section 8.3(b)(i)), by wire transfer of immediately available funds to an account or accounts designated in writing by Newco, within two (2) Business Days after demand by ParentNewco, in the event that (A) (1) this Agreement is terminated by Newco or the Company pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i8.1(d), (B) at the time of such termination, the conditions set forth in Section 7.1(c) and Section 7.3(a) and Section 7.3(b) have been satisfied (in the case of Section 7.3(b), solely with respect to covenants and other obligations of Newco and Merger Sub to be satisfied prior to the date of termination, and for all such conditions treating the date of termination as if it were the Closing Date), (C) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting termination of this Agreement pursuant to Section8.1(d), a Competing Acquisition Transaction shall have been publicly announced and not withdrawn or shall have become publicly known and not withdrawn, and (in the case of any termination referred to in clause (A)(1D) above) or prior to the breach or inaccuracy that forms the basis for within 270 calendar days following the termination of this Agreement (in the case of any termination referred pursuant to in clause (A)(2) aboveSection 8.1(d), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this Agreement, either an a Competing Acquisition Transaction (whether or not the Competing Acquisition Transaction referenced in the preceding clause (BC)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for an a Competing Acquisition Transaction (whether or not the Competing Acquisition Transaction referenced in the preceding clause (BC))) and such Competing Acquisition Transaction is subsequently consummated. For purposes of this Section 8.3(b)(iii)the foregoing, all references to a “15%Competing Acquisition Transaction” and “85%” in shall have the definition of same meaning as an “Acquisition Transaction” except that all references therein to “twenty percent (20%)” shall be deemed to be references a reference to “fifty percent (50%)”. (iii) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(g), the Company shall pay to Newco the Company Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Newco, at or prior to the time of such termination and as a condition to the effectiveness of such termination. (iv) In the event that this Agreement is terminated by Newco pursuant to Section 8.1(i), the Company shall pay to Newco a cash fee equal to the Company Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Newco, within two (2) Business Days after such termination.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Fifty Seven Million Eight Hundred Fifty Thousand Dollars ($32,850,000.0057,000,000) (the “Termination Fee Amount”) ), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A) following the execution and delivery of this Agreement and prior to the Purchase Time, an Acquisition Proposal shall have been publicly announced or shall have become generally publicly known (and not withdrawn, unless such Acquisition Proposal is withdrawn within ten (10) Business Days of any scheduled expiration of the Offer, in which case such withdrawal shall be disregarded for purposes of this provision), and (B) this Agreement is validly terminated pursuant to Section 9.1(d) and at the time of the expiration of the Offer the Minimum Tender Condition had not been satisfied, and (C) within twelve (12) months following the valid termination of this Agreement pursuant to Section 9.1(d), either (1) an Acquisition Transaction is consummated (whether or not related to the Acquisition Proposal referenced in the preceding clause (A)), or (2) the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not related to the Acquisition Proposal referenced in the preceding clause (A)) and such Acquisition Transaction is consummated (whether or not within the preceding twelve (12) month period). The fee amount payable pursuant to this Section 9.3(b)(i) shall be paid within one (1) Business Day of the consummation of the applicable Acquisition Transaction contemplated by the foregoing clause (C). (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the The Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A) following the execution and delivery of this Agreement and prior to the valid termination of this Agreement pursuant to Section 9.1(b), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, and (B) this Agreement is validly terminated pursuant to Section 9.1(b), and (C) within twelve (12) months following the valid termination of this Agreement pursuant to Section 9.1(b), either (1) an Acquisition Transaction (whether or not related to the Acquisition Proposal referenced in the preceding clause (A)) is consummated, or (2) the Company enters into a letter of intent, memorandum of understanding or other Contract providing for any Acquisition Transaction (whether or not related to the Acquisition Proposal referenced in the preceding clause (A)) and such Acquisition Transaction is consummated (whether or not within the preceding twelve (12) month period). The fee amount payable pursuant to this Section 9.3(b)(ii) shall be paid within one (1) Business Day of the consummation of the applicable Acquisition Transaction contemplated by the foregoing clause (C). (iii) The In the event that this Agreement is validly terminated (A) pursuant to Section 9.1(d) and at the expiration of the Offer the Minimum Tender Condition is not satisfied, if such termination is preceded by the occurrence of any of the events referenced in Section 9.1(g)(ii)-(v), or (B) pursuant to Section 9.1(g), then the Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one (1) Business Day after demand by Parent. (iv) In the event that this Agreement is validly terminated pursuant to Section 9.1(h), as a condition to such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (v) In the event this Agreement is validly terminated pursuant to Section 9.1(d) and at the expiration of the Offer the Minimum Tender Condition is not satisfied, the Company shall pay to Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as promptly as possible following receipt of an invoice from Parent (but in any event within two (2) Business Days after demand Days) all of Parent’s out-of-pocket fees and expenses (including legal and other third party advisors fees and expenses) incurred by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution Parent and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) its Affiliates on or prior to the breach or inaccuracy that forms the basis for the valid termination of this Agreement (in connection with the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of transactions contemplated by this Agreement, either an Acquisition Transaction but in no event more than Three Million Dollars (whether or not $3,000,000) (the Acquisition Transaction referenced in “Parent Expenses”), provided, however, that the preceding clause (B)) is consummated or the Company enters into a letter amount of intent, memorandum any payment of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of Parent Expenses pursuant to this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” 9.3(b)(v) shall be deemed credited against any Termination Fee that becomes payable pursuant to be references to “50%”Section 9.3(b).

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to Investor $28,000,000 (the “Termination Fee AmountFee”), by wire transfer of immediately available funds to an account or accounts designated in writing by ParentInvestor, within two (2) Business Days after demand by ParentInvestor, in the event that that: (A) (1) this Agreement is terminated by Investor or the Company pursuant to Section 8.1(b8.1(b)(i) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i8.1(b)(iii), ; (B) following the execution and delivery date of this Agreement and prior to the Company Stockholders’ Meeting (in the case termination of any termination referred this Agreement pursuant to in clause (A)(1) aboveSection 8.1(b)(i) or Section 8.1(b)(iii) a Competing Acquisition Transaction, whether or not conditional, shall have been announced, commenced or become publicly disclosed or otherwise submitted, made or become known to the Company Board and, in either case, shall not have been withdrawn or otherwise abandoned prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Agreement; and (C) within twelve (12) months following the termination of this AgreementAgreement pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii), either an the Company or any of its Subsidiaries consummates a Competing Acquisition Transaction (or enters into a definitive agreement with respect to a Competing Acquisition Transaction that is later consummated, whether or not such Competing Acquisition Transaction was the same Competing Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii)the foregoing, all references to a “15%Competing Acquisition Transaction” and “85%” in shall have the definition of same meaning as an “Acquisition Transaction” except that all references therein to “more than fifteen percent (15%)” shall be deemed to be references to “50%a majority.” (ii) The Company shall pay to Investor the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Investor, within two (2) Business Days after demand by Investor, in the event that this Agreement is terminated by Investor pursuant to Section 8.1(d); provided that if Investor terminates this Agreement pursuant to Section 8.1(d) in respect of a breach by the Company of its covenants contained in Section 5.1(b) of this Agreement with respect to the matters identified under the “Category 2” heading on Schedule 5.1(b), the Company shall pay the Termination Fee only if such breach is willful and is not otherwise cured in accordance with Section 8.1(d) and, as a result of such willful breach, the condition set forth in Section 7.2(b) would not be satisfied). (iii) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(e), the Company shall pay to Investor the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Investor, as a condition to the effectiveness of such termination. (iv) In the event that this Agreement is terminated by Investor pursuant to Section 8.1(f), the Company shall pay to Investor the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Investor, within two (2) Business Days after demand by Investor. (v) Except in the event of a material breach of Section 5.2 or Section 6.5, in any circumstance in which Investor receives payment of the Termination Fee pursuant to this Section 8.3(b), the receipt of the Termination Fee in such circumstance shall constitute the sole and exclusive remedy of Investor and Acquisition Sub against the Company or any of its former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees (collectively, the “Company Related Parties”) for any and all losses and damages suffered or incurred as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise arising out of, or directly or indirectly relating to, this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, and upon receipt of the Termination Fee in such circumstance, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby or in respect of any other document, theory of law or equity or oral representations made or alleged to be made in connection herewith or therewith, in contract, in tort or otherwise (except that (x) the obligations under the Confidentiality Agreement and the Side Letter shall continue to survive and (y) the Company shall also be obligated with respect to Section 8.3(e)). Except as expressly provided in the immediately preceding sentence, following the receipt of the Termination Fee in such circumstance, (A) none of Investor, Acquisition Sub or any Investor Related Party shall be entitled to bring, maintain or support any Legal Proceedings against the Company or any Company Related Party arising out of or in connection with this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, and (B) Investor and Acquisition Sub shall use their reasonable best efforts to cause any Legal Proceedings pending in connection with this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, to the extent maintained by Investor, Acquisition Sub or any Investor Related Party against the Company or any Company Related Party to be dismissed with prejudice promptly.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to $9,275,000 (the “Termination Fee AmountFee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that that: (A) (1) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b9.1(b) or (2) this Agreement is terminated pursuant solely as a result of the failure to Section 8.1(f)(i), satisfy the Minimum Condition prior to such termination; and (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in pursuant to Section 9.1(b) solely as a result of the case of any termination referred failure to in clause (A)(2) above)satisfy the Minimum Condition prior to such termination, an a Competing Acquisition Proposal Transaction shall have been publicly announced or shall have become publicly knowndisclosed and, or in either case, shall not have been communicated withdrawn or otherwise made known to the Company abandoned; and (C) within twelve (12) months following the termination of this AgreementAgreement (the “Tail Period”) pursuant to Section 9.1(b) solely as a result of the failure to satisfy the Minimum Condition prior to such termination, either an the Company has entered into a definitive agreement with respect to any Competing Acquisition Transaction (whether or not the any Competing Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B))has been consummated. For purposes of this Section 8.3(b)(iii)the foregoing, all references to a “15%Competing Acquisition Transaction” and “85%” in shall have the definition of same meaning as an “Acquisition Transaction” except that all references therein to “more than twenty percent (20%)” shall be deemed to be references to “50%a majority.” (ii) The Company shall pay the Termination Fee to Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that: (A) this Agreement is terminated by Parent pursuant to Section 9.1(d); (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 9.1(d), a Competing Acquisition Transaction shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) during the Tail Period, the Company has entered into a definitive agreement with respect to any Competing Acquisition Transaction or any Competing Acquisition Transaction has been consummated. (iii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as a condition to the effectiveness of such termination. (iv) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent.

Company Payments. (i) In If (x) the event that Board of Directors of the Company shall have withheld, withdrawn or modified in a manner adverse to Parent its recommendation in favor of adoption and approval of this Agreement is terminated pursuant and approval of the Merger, and at that time there shall not have occurred a Material Adverse Effect on Parent, (y) the Board of Directors of the Company recommends a Company Superior Proposal to Section 8.1(f)(ii)the stockholders of the Company, within two or (2z) Business Days after demand the Company fails to hold the Company Stockholders Meeting as required by Parentthis Agreement by June 30, 1999, the Company shall pay to Parent a fee an amount equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars $5,000,000 within one ($32,850,000.001) business day following the earlier to occur of (the “Termination Fee Amount”A) by wire transfer termination of immediately available funds this Agreement pursuant to an account Section 8.1(b)(i) or accounts designated in writing by Parent8.1(i) hereof and (B) a Company Negative Vote (as defined below). (ii) In If no payment shall be required pursuant to clause 8.3(b)(i) above, and if (x) the event that vote of the stockholders of the Company approving and adopting this Agreement is terminated pursuant and approving the Merger shall not have been obtained by reason of the failure to Section 8.1(e)(ii), concurrently obtain the required vote upon a vote taken at a meeting of stockholders duly convened therefor or at any adjournment thereof (a "COMPANY NEGATIVE VOTE") and (y) prior to such Company Negative Vote there shall have occurred an Acquisition Proposal with and as a condition respect to the effectiveness Company which shall have been publicly disclosed and not withdrawn (a "COMPANY COMPETING PROPOSAL") and (z) (i) within twelve (12) months of such terminationCompany Negative Vote, the Company shall enter into a definitive agreement with respect to an Acquisition Proposal with the party (or any affiliate of the party) that made the Company Competing Proposal an Acquisition Proposal with such party (or any such affiliate) with respect to the Company shall have been consummated or (ii) within six (6) months following such Company Negative Vote, the Company shall enter into a definitive agreement with respect to an Acquisition Proposal with any other party or an Acquisition Proposal with any other party with respect to the Company shall have been consummated, then, provided that there shall have not occurred a Material Adverse Effect on Parent prior to the Company Negative Vote, the Company shall pay to Parent a fee an amount equal to $5,000,000 within one business day following demand therefor after the Termination Fee Amount by wire transfer occurrence of immediately available funds to an account or accounts designated the events set forth in writing by Parent. (iiix) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two and (2y) Business Days after demand by Parent, in the event that and either (A) (1) this Agreement is terminated pursuant to Section 8.1(bz)(i) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1z)(ii) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that If (A) (x) this Agreement is validly terminated by either the Company or Parent pursuant to Section 8.1(f)(ii‎8.1(c) (Termination Date) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to Section 8.1(c)), within two (2y) Parent validly terminates this Agreement pursuant to Section ‎8.1(e) (Material Breach) or (z) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(g) (Offer Conditions) as a result of the failure to satisfy the Minimum Condition; (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced (or became known to the general public) and has not been publicly withdrawn (or which withdrawal has become known to the general public) at least three (3) Business Days after demand by Parentprior to the earlier of the date of the Offer Expiration Time and the date of such termination; and (C) within twelve (12) months following such termination of this Agreement, either an Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Proposal and such Acquisition Proposal is subsequently consummated, then the Company shall pay pay, or cause to be paid, to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Company Termination Fee Amount”) prior to or substantially concurrently with such event by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section ‎8.3(b)(i), all references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%.” (ii) In the event that If this Agreement is validly terminated pursuant to Section 8.1(e)(ii‎8.1(d) (Company Board Recommendation Change) or Section ‎8.1(f) (No Solicitation), concurrently with and as a condition to the effectiveness of such termination, then the Company shall pay must promptly (and in any event within three (3) Business Days) following such termination pay, or cause to be paid, to Parent a fee equal to the Company Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The If this Agreement is validly terminated pursuant to Section ‎8.1(j) (Superior Proposal), then the Company shall pay must prior to or concurrently with such termination pay, or cause to be paid, to Parent a fee equal to the Company Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii8.1(e)(ii), within two (2) one Business Days Day after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Fifteen Million Eight Seven Hundred Fifty Sixty Thousand Dollars ($32,850,000.0015,760,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii8.1(d)(ii), concurrently with prior to and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee AmountAmount (less any amounts previously paid by the Company pursuant to Section 8.3(b)(iv)), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) one Business Days Day after demand by Parent, in the event that (A) (1A)(1) this Agreement is terminated pursuant to Section 8.1(b8.1(b)(i) or Section 8.1(c) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i8.1(e)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting such termination of this Agreement (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Company, and (C) within twelve (12) months following the such termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for definitive agreement with respect to an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For ) (for purposes of this Section 8.3(b)(iii), all the references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%.” (iv) In the event that this Agreement is terminated pursuant to Section 8.1(b)(i), or by Parent pursuant to Section 8.1(e)(i), the Company shall cause to be paid to Parent, in cash, by wire transfer of immediately available funds to an account designated by Parent, within one (1) Business Day thereafter, up to an aggregate amount of $4.0 million of all reasonable and documented out of pocket expenses of Parent and its Affiliates incurred on or after January 1, 2014, including reasonable and documented fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other service providers, incurred by Parent and its Affiliates or on their respective behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that If (A) (1) this Agreement is validly terminated pursuant to (x) Section 8.1(b8.1(c) or Section 8.1(d) or (2y) this Agreement is terminated by Parent pursuant to Section 8.1(f)(i8.1(e) (each, an “Applicable Termination”), ; (B) following the execution and delivery of this Agreement and prior to an Applicable Termination, the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), has received an Acquisition Proposal shall have or an Acquisition Proposal has been publicly announced made or shall have become publicly known, or shall have been communicated or otherwise made known to the Company disclosed; and (C) within twelve (12) months following the termination of this Agreementsuch Applicable Termination, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for definitive agreement with respect to an Acquisition Transaction (whether or not then the Company will, substantially concurrently with the earlier of the execution of the definitive agreement in respect of such Acquisition Transaction referenced and the consummation of such Acquisition Transaction, pay to Parent an amount equal to $17,200,000 (the “Company Termination Fee”), in accordance with the preceding clause (B))payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. For purposes of this Section 8.3(b)(iii8.3(b)(i), all references to “1520%” and “8580%” in the definition of “Acquisition Transaction” shall will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated pursuant to Section 8.1(f), then the Company must promptly (and in any event within two (2) Business Days) following such termination pay to Parent the Company Termination Fee. (iii) If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must substantially concurrently with (but no later than the date of) such termination pay to Parent the Company Termination Fee; provided that, if the Company terminates this Agreement pursuant to Section 8.1(h) and enters into a definitive Alternative Acquisition Agreement with an Exempted Person to consummate an Acquisition Transaction contemplated by a Superior Proposal prior to the Cut-Off Time with respect to such Exempted Person, then the “Company Termination Fee” shall mean an amount equal to $10,000,000.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the sum of (A) the Parent Expenses, up to a maximum of Two Million Five Hundred Thousand Dollars ($2,500,000), plus (B) Forty Two Million Five Hundred Thousand Dollars ($42,500,000) (such sum, collectively, the “Termination Fee AmountFee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two five (25) Business Days after demand by Parent(unless Parent agrees in writing to reject payment of such Termination Fee), in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b6.1(b), Section 6.1(c) or Section 6.1(f) (2) this Agreement is terminated provided that the breach giving rise to such termination pursuant to Section 8.1(f)(i)6.1(f) shall have occurred following the public announcement or public disclosure of the Acquisition Proposal referenced in clause (B) below) and at the time of such termination the Minimum Condition had not been satisfied, (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly knowndisclosed, or shall have been communicated or otherwise made known to the Company and (C) within twelve three-hundred and sixty five (12365) months days following the termination of this Agreement, either an the Company (x) consummates a Competing Acquisition Transaction or (y) enters into a definitive agreement providing for a Competing Acquisition Transaction that is subsequently consummated (whether or not such Competing Acquisition Transaction is with respect to the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction Proposal referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii)the foregoing, all references to a “15%Competing Acquisition Transaction” and “85%” in shall have the definition of same meaning as an “Acquisition Transaction” except that all references therein to “fifteen percent (15%) or more” shall be deemed to be references to “at least a majority,” and the reference therein to “eighty-five percent (85%)” shall be deemed to be a reference to “fifty percent (50%)”.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated pursuant to Section 8.1(f)(ii8.1(c), within two Section 8.1(d) or Section 8.1(e); (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (1) pursuant to Section 8.1(c) or Section 8.1(d), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or shall have become publicly known (in either case, not by or on behalf of Parent, its Affiliates or its Representatives) and not publicly withdrawn or otherwise abandoned prior to the Company Shareholders Meeting; or (2) Business Days after demand by Parentpursuant to Section 8.1(e), an Acquisition Proposal for an Acquisition Transaction shall have become known to the Company Board and shall pay not have been abandoned or otherwise not pursued and (C) within twelve months following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is at any time subsequently consummated, then the Company will promptly (and in any event on the earlier of the date such definitive agreement is signed or the consummation of such Acquisition Transaction) pay, or cause to be paid, to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00or its designees) (the “Company Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section 8.3(b)(i), all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.” Table of Contents (ii) In the event that If this Agreement is validly terminated pursuant to Section 8.1(e)(ii8.1(f), concurrently with and as a condition to the effectiveness of such termination, then the Company shall pay promptly (and in any event within two (2) Business Days following such termination) pay, or cause to be paid, to Parent a fee equal to (or its designees) the Company Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company shall pay substantially concurrently with such termination pay, or cause to be paid, to Parent a fee equal to (or its designees) the Company Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated pursuant to Section 8.1(f)(ii8.1(c), within two Section 8.1(d) or Section 8.1(e); (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (1) pursuant to Section 8.1(d) an Acquisition Proposal for an Acquisition Transaction has been publicly announced or shall have become publicly known and not publicly withdrawn or otherwise abandoned at least five Business Days prior to the Company Shareholders Meeting; or (2) pursuant to Section 8.1(c) or Section 8.1(e) an Acquisition Proposal for an Acquisition Transaction shall have become known to the Company Board and shall not have been abandoned or otherwise not pursued and (C) within twelve months following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is at any time subsequently consummated, then the Company will promptly (and in any event within two Business Days after demand by Parentsuch consummation) pay, or cause to be paid, to Parent (or its designees) the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section 8.3(b)(i), all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.” (ii) In the event that If this Agreement is validly terminated pursuant to Section 8.1(e)(ii8.1(f), concurrently with and as a condition to the effectiveness of such termination, then the Company shall pay promptly (and in any event within two Business Days following such termination) pay, or cause to be paid, to Parent a fee equal to (or its designees) the Company Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company shall pay concurrently with such termination pay, or cause to be paid, to Parent a fee equal to (or its designees) the Company Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In If (A) (1) Parent or the event that Company terminates this Agreement is terminated pursuant to Section 8.1(f)(ii7.1(c), within two (2) Business Days Parent terminates this Agreement pursuant to Section 7.1(e), or (3) Parent or the Company terminates this Agreement pursuant to Section 7.1(d), (B) after demand the date hereof and prior to the date of such termination (except in the case of termination pursuant to Section 7.1(d), in which case prior to the Company Required Vote being obtained) an Acquisition Proposal is publicly disclosed (whether by Parentthe Company or a third party), or otherwise made known to the Company Board or Company management, and (C) within twelve months of such termination, an Acquisition Proposal is consummated or a definitive agreement in respect of an Acquisition Proposal is entered into, then, on the earlier of the date of entry into such definitive agreement and the consummation of such Acquisition Proposal, the Company shall pay to Parent a fee an amount equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 150,000,000 in cash (the “Company Termination Fee”); provided, however, that no Company Termination Fee Amount”shall be payable under this Section 7.3(b)(i) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii)if, concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced Proposal described in the preceding clause (B)) was irrevocably withdrawn (publicly, if it had been disclosed) unless the definitive agreement or the Acquisition Proposal described in clause (C) is consummated or with the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Person who made such Acquisition Transaction (whether or not the Acquisition Transaction referenced Proposal described in the preceding clause (B))) or an Affiliate of such Person or a group of which such Person or one of its Affiliates is a party. For purposes of this Section 8.3(b)(iii7.3(b)(i), all references to “15%” and “8520%” in the definition of “Acquisition TransactionProposal” shall will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated (A) pursuant to Section 7.1(d) at a time when Parent had the right to terminate pursuant to Section 7.1(f) or (B) pursuant to Section 7.1(f), then the Company must promptly (and in any event within two business days) following such termination pay to Parent the Company Termination Fee. (iii) If this Agreement is validly terminated pursuant to Section 7.1(h), then the Company must prior to or substantially concurrently with such termination pay to Parent the Company Termination Fee.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Fifty Seven Million Eight Hundred Fifty Thousand Dollars ($32,850,000.0057,000,000) (the “Termination Fee Amount”) ), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A) following the execution and delivery of this Agreement and prior to the Company Stockholder Meeting, an Acquisition Proposal shall have been publicly announced or shall have become generally publicly known (and not withdrawn, unless such Acquisition Proposal is withdrawn within ten (10) Business Days of the date of the Company Stockholder Meeting, in which case such withdrawal shall be disregarded for purposes of this provision), and (B) this Agreement is validly terminated pursuant to Section 8.1(d) (or, after a vote on the Merger Proposal has been taken at the Company Stockholder Meeting and the Requisite Merger Approval has not been obtained, the Company terminates this Agreement for any other reason), and (C) within twelve (12) months following the valid termination of this Agreement pursuant to Section 8.1(d) (or, after a vote on the Merger Proposal has been taken at the Company Stockholder Meeting and the Requisite Merger Approval has not been obtained, the termination of this Agreement for any other reason), either (1) an Acquisition Transaction is consummated (whether or not related to the Acquisition Proposal referenced in the preceding clause (A)), or (2) the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not related to the Acquisition Proposal referenced in the preceding clause (A)) and such Acquisition Transaction is consummated (whether or not within the preceding twelve (12) month period). The fee amount payable pursuant to this Section 8.3(b)(i) shall be paid within one (1) Business Day of the consummation of the applicable Acquisition Transaction contemplated by the foregoing clause (C). (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the The Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A) following the execution and delivery of this Agreement and prior to the valid termination of this Agreement pursuant to Section 8.1(b), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, and (B) this Agreement is validly terminated pursuant to Section 8.1(b), and (C) within twelve (12) months following the valid termination of this Agreement pursuant to Section 8.1(b), either (1) an Acquisition Transaction (whether or not related to the Acquisition Proposal referenced in the preceding clause (A)) is consummated, or (2) the Company enters into a letter of intent, memorandum of understanding or other Contract providing for any Acquisition Transaction (whether or not related to the Acquisition Proposal referenced in the preceding clause (A)) and such Acquisition Transaction is consummated (whether or not within the preceding twelve (12) month period). The fee amount payable pursuant to this Section 8.3(b)(ii) shall be paid within one (1) Business Day of the consummation of the applicable Acquisition Transaction contemplated by the foregoing clause (C). (iii) The In the event that this Agreement is validly terminated (A) pursuant to Section 8.1(d), if such termination is preceded by the occurrence of any of the events referenced in Section 8.1(g)(ii)—(v), or (B) pursuant to Section 8.1(g), then the Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one (1) Business Day after demand by Parent. (iv) In the event that this Agreement is validly terminated pursuant to Section 8.1(h), as a condition to such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (v) In the event this Agreement is validly terminated pursuant to Section 8.1(d), the Company shall pay to Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as promptly as possible following receipt of an invoice from Parent (but in any event within two (2) Business Days after demand Days) all of Parent’s out-of-pocket fees and expenses (including legal and other third party advisors fees and expenses) incurred by ParentParent and its Affiliates on or prior to the valid termination of this Agreement in connection with the transactions contemplated by this Agreement, but in the no event that more than Three Million Dollars (A$3,000,000) (1the “Parent Expenses”), provided, however, that the amount of any payment of Parent Expenses pursuant to this Section 8.1(b)(vi) this Agreement is terminated shall be credited against any Termination Fee that becomes payable pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 22,800,000 (the “Termination Fee AmountFee”) ), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. , concurrently with the occurrence of the applicable event described in clause (ii) In C), in the event that that: (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(e)(ii8.1(b)(i) or Section 8.1(b)(iii); (B) following the date of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii), concurrently with and as a condition an Acquisition Proposal, whether or not conditional, shall have been announced, commenced or become publicly disclosed or otherwise submitted, made or become known to the effectiveness Company Board and shall not have been publicly withdrawn prior to the Termination Date (in the event of such terminationSection 8.1(b)(i)) or the Company Stockholder Meeting (in the event of Section 8.1(b)(iii)); and (C) within twelve (12) months following the termination of this Table of Contents Agreement pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii), the Company shall pay to Parent or any of its Subsidiaries consummates an Acquisition Proposal or enters into a fee equal to the Termination Fee Amount by wire transfer of immediately available funds definitive agreement with respect to an account Acquisition Proposal, whether or accounts designated not such Acquisition Proposal was the same Acquisition Proposal referenced in writing by Parentthe preceding clause (B). For purposes of this Section 8.3(b)(i), each reference to “more than twenty percent (20%)” in the definition of “Acquisition Transaction” shall be deemed to be a reference to “a majority.” (iiiii) The Company shall pay to Parent a fee equal to the Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated by Parent pursuant to Section 8.1(b8.1(d). (iii) or (2) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(f)(i)8.1(e) the Company shall pay to Parent the Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, (B) following immediately before and as a condition to the execution and delivery effectiveness of such termination; provided that, notwithstanding the foregoing, in the event that this Agreement and prior to is terminated by the Company Stockholders’ Meeting (pursuant to Section 8.1(e) in the case of any termination referred order to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters enter into a letter of intentdefinitive agreement relating to a Superior Proposal with an Excluded Party, memorandum of understanding or Contract providing “Termination Fee” for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii) shall mean $14,250,000. (iv) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), all references the Company shall pay to “15%” and “85%” Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent. (v) Except in the definition event of a material breach of Section 5.2 or Section 6.5, in any circumstance in which Parent receives payment of the Termination Fee pursuant to this Section 8.3(b), the receipt of the Termination Fee in such circumstance shall constitute the sole and exclusive remedy of Parent and Merger Sub against the Company or any of its former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees (collectively, the “Acquisition Transaction” Company Related Parties”) for any and all losses and damages suffered or incurred as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise arising out of, or directly or indirectly relating to, this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, and upon receipt of the Termination Fee in such circumstance, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby or in respect of any other document, theory of law or equity or oral representations made or alleged to be made in connection herewith or therewith, in contract, in tort or otherwise (except that (x) the obligations under the Confidentiality Agreement shall continue to survive and (y) the Company shall also be obligated with respect to Section 8.3(e)). Except as expressly provided in the immediately preceding sentence, following the receipt of the Termination Fee in such circumstance, (A) none of Parent, Merger Sub or any Parent Related Party shall be deemed entitled to bring, maintain or support any Legal Proceedings against the Company or any Company Related Party arising out of or in connection with this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, and (B) Parent and Merger Sub shall use their reasonable best efforts to cause any Legal Proceedings pending in connection with this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, to the extent maintained by Parent, Merger Sub or any Parent Related Party against the Company or any Company Related Party to be references to “50%”dismissed with prejudice promptly.

Company Payments. (i) In the event that that: (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f)(ii8.1(b) (provided that the Minimum Condition has not been satisfied at the time of such termination and the conditions to the Offer set forth in Section 1.1(b)(ii) and Section 1.1(b)(iii)(A) have been satisfied at the time of such termination) or by Parent pursuant to Section 8.1(d); (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(b) or Section 8.1(d) a Competing Acquisition Transaction shall have been publicly announced or shall have become publicly disclosed; and (C) within 12 months following the termination of this Agreement pursuant to Section 8.1(b) or Section 8.1(d), within two the Company enters into a Contract with any third party with respect to any Competing Acquisition Transaction (2which Competing Acquisition Transaction is subsequently consummated, whether during or following such 12-month period) Business Days after demand by Parentor any Competing Acquisition Transaction is consummated, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to or contemporaneously with the Company Stockholders’ Meeting (in the case consummation of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an such Competing Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B))Transaction. For purposes of this Section 8.3(b)(iii)only subclause (C) of the foregoing, all references to a “15%Competing Acquisition Transaction” and “85%” in shall have the definition of same meaning as an “Acquisition Transaction” except that all references in this Agreement to “more than 20 percent” shall be deemed to be references to “50%a majority.” (ii) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(e), the Company shall pay to Parent the Company Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as a condition to the effectiveness of such termination. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), the Company shall pay to Parent the Company Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as promptly as practicable (and in any event within two Business Days) after such termination by Parent.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that If: (A) (1) this Agreement is validly terminated pursuant to (x) Section 8.1(b8.1(c) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the limitations set forth in Section 8.1(c)(i), Section 8.1(c)(ii) or Section 8.1(d)) or (2y) this Agreement is terminated by Parent pursuant to Section 8.1(f)(i8.1(e) (each, an “Applicable Termination”), ; (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)before an Applicable Termination, an Acquisition Proposal shall have for an Acquisition Transaction has been publicly announced or shall have become publicly known, or shall have been communicated disclosed and not withdrawn or otherwise made known to the Company abandoned; and (C) within twelve (12) months following the termination of this Agreementsuch Applicable Termination, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for the consummation of an Acquisition Transaction (whether or not Transaction, which is thereafter consummated, then the Company will concurrently with the consummation of such Acquisition Transaction referenced pay to Parent an amount equal to $49,842,548 less any Parent Expenses or Parent FCC Expenses that have been previously paid pursuant to Section 8.3(b)(iii) or Section 8.3(b)(iv) (the “Company Termination Fee”), in accordance with the preceding clause (B))payment instructions that have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. For purposes of this Section 8.3(b)(iii8.3(b)(i), all references to “15%” and “8520%” in the definition of “Acquisition Transaction” shall will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated pursuant to Section 8.1(f) or Section 8.1(h), then the Company must promptly (and in any event within two (2) Business Days) following such termination pay to Parent the Company Termination Fee, in accordance with the payment instructions that have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. (iii) In the event this Agreement is terminated by the Company or Parent pursuant to Section 8.1(d) under circumstances in which the Company Termination Fee is not then payable pursuant to Section 8.3(b), then within two (2) Business Days after written demand by Parent, the Company shall pay to Parent up to $5,000,000 of Parent’s reasonable and documented out-of-pocket fees and expenses (including legal fees and expenses) incurred by Parent and its Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement (including the Financing) (the “Parent Expenses”) in cash by wire transfer of same day funds to an account designated in writing by Parent; provided, that the existence of circumstances which could require the Company Termination Fee to become subsequently payable by the Company pursuant to Section 8.3(b) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 8.3(b)(iii); provided, further, that the payment by the Company of Parent Expenses pursuant to this Section 8.3(b)(iii) shall not relieve the Company of any subsequent obligation to pay the Company Termination Fee pursuant to Section 8.3(b) except solely to the extent indicated in Section 8.3(b). (iv) If (A) this Agreement is terminated pursuant to Section 8.1(b) due to an Injunction arising from the FCC Consent or (B) Parent or the Company shall terminate the Agreement pursuant to Section 8.1(c) and all conditions to this Agreement are satisfied (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or waived (where permissible pursuant to applicable Law), other than the conditions set forth in Section 7.1(d) and Parent and Merger Sub are not then in material breach of any provision of this Agreement (provided that any breach by Parent or Merger Sub shall not be deemed a material breach unless it is the primary cause of the failure of any condition to this Agreement to be satisfied), then within two (2) Business Days after written demand by Parent, the Company shall pay to Parent up to $10,000,000 of Parent’s reasonable and documented out-of-pocket fees and expenses (including legal fees and expenses) incurred by Parent and its Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement (including the Financing) (the “Parent FCC Expenses”) in cash by wire transfer of same day funds to an account designated in writing by Parent; provided, that the existence of circumstances which could require the Company Termination Fee to become subsequently payable by the Company pursuant to Section 8.3(b) shall not relieve the Company of its obligations to pay the Parent FCC Expenses pursuant to this Section 8.3(b)(iv); provided, further, that the payment by the Company of Parent FCC Expenses pursuant to this Section 8.3(b)(iv) shall not relieve the Company of any subsequent obligation to pay the Company Termination Fee pursuant to Section 8.3(b) except solely to the extent indicated in Section 8.3(b).

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee in immediately available funds, within three (3) business days after written demand by Parent, an amount equal to Thirty Four Million Two Million Eight Hundred Fifty and Seventy One Thousand Dollars ($32,850,000.004,271,000) (the “Termination Fee Amount”"TERMINATION FEE") if this Agreement is terminated by wire transfer of immediately available funds Parent pursuant to an account or accounts designated in writing by ParentSECTION 7.1(J) hereof. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the The Company shall pay to Parent in immediately available funds, concurrent with a fee termination by Company of this Agreement pursuant to SECTION 7.1(E) hereof, an amount equal to the Termination Fee, and no such termination of this Agreement shall be deemed effected until such time as the Termination Fee Amount by wire transfer of immediately available funds shall have been paid to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee in immediately available funds, within one (1) business day after written demand by Parent, an amount equal to the Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) if this Agreement is terminated by Parent pursuant to Section 8.1(bSECTION 7.1(B) or SECTION 7.1(D) hereof and any of the following shall occur: (2A) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) if following the execution and delivery of this Agreement date hereof and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement Agreement, a Third Party has announced, and not publicly definitively withdrawn at least five (in the case of any termination referred 5) business days prior to in clause (A)(2) above)such termination, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this Agreement any Company Acquisition (as defined below) is consummated; or (B) if following the date hereof and prior to the termination of this Agreement, either a Third Party has announced, and not publicly definitively withdrawn at least five (5) business days prior to such termination, an Acquisition Transaction Proposal and within twelve (whether or not 12) months following the Acquisition Transaction referenced in the preceding clause (B)) is consummated or termination of this Agreement the Company enters into a letter of intent, memorandum of understanding intent or similar document or any written Contract providing for any Company Acquisition or publicly announces its intent to enter into a Company Acquisition, and such Company Acquisition is subsequently consummated within nine (9) months thereafter. (iv) The Company shall pay to Parent in immediately available funds, within two (2) business days after written demand by Parent, if this Agreement is terminated by Parent pursuant to SECTION 7.1(G) based on a failure to satisfy the condition set forth in SECTION 6.3(B) and, (x) prior to such termination, the Company has received, or a Third Party has announced, an Acquisition Transaction Proposal and (whether y) such breach is intended to facilitate such Acquisition Proposal or benefit the Third Party making such Acquisition Proposal without similarly benefiting Parent, an amount equal to the out-of-pocket fees and expenses incurred by Parent and Merger Sub in connection with the negotiation, execution and delivery of this Agreement and the transactions contemplated hereby (including, without limitation, reasonable attorney fees and expenses, reasonable advisor fees and expenses, travel costs, filing fees, printing, mailing and solicitation costs and expenses). (v) The Company hereby acknowledges and agrees that the agreements set forth in this SECTION 7.3(B) with respect to payment of the Termination Fee are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Acquisition Transaction referenced Company fails to pay in a timely manner the amounts due pursuant to this SECTION 7.3(B) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this SECTION 7.3(B), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this SECTION 7.3(B) at the prime rate of Citibank N.A. in effect on the date such payment was required to be made. Payment of the Termination Fee by the Company shall constitute liquidated damages, and Parent's right to receive a Termination Fee in the preceding clause circumstances provided in this SECTION 7.3(B) is the exclusive remedy available to the Parent for any failure of the Merger and other Transactions to be consummated in those circumstances, and the Company shall 62 have no further liability with respect to this Agreement or the Transactions, except as described in the previous sentence; PROVIDED that in no event shall a Termination Fee be in lieu of damages incurred as a result of any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. Notwithstanding the foregoing, the payment by the Company of any Parent Expenses pursuant to SECTION 7.2(B)(IV) shall not constitute liquidated damages with respect to any claim which Parent or Merger Sub would be entitled to assert against the Company or its assets, or against any of the Company's directors, officers, employees or stockholders, with respect to any such breach, and shall not constitute the sole and exclusive remedy with respect to any such breach. (B)). vi) For the purposes of this Section 8.3(b)(iiiAgreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the Transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than a majority of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of all or more than a majority of the assets of the Company and its subsidiaries, taken as a whole, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), all references directly or indirectly, of beneficial ownership or a right to “15%” and “85%” acquire beneficial ownership of shares representing in excess of a majority of the definition voting power of “Acquisition Transaction” shall be deemed to be references to “50%”the then outstanding shares of capital stock of the Company.

Company Payments. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 8.1(f)(ii7.1(j) by reason of the occurrence of a Triggering Event, the Company shall reimburse Parent for all of the out-of-pocket expenses of Parent and Merger Sub (including printing fees, filing fees and expenses of their legal, financial and other advisors) related to the Transactions, Merger and this Agreement, up to a maximum of Three Hundred Fifty Thousand Dollars ($350,000) (collectively, the "Expenses") and pay Parent a termination fee in an amount equal to One Hundred Fifty Thousand Dollars ($150,000) (the "Termination Fee"), in each case in immediately available funds, within two (2) Business Days after demand by Parent, the business days thereafter,. (ii) The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of in immediately available funds to an account or accounts designated in writing funds, concurrent with the termination by Parent. (ii) In the event that Company of this Agreement is terminated pursuant to Section 8.1(e)(ii7.1(e), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee an amount equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parentand Expenses. (iii) The Company shall pay to Parent a fee in immediately available funds, within one (1) business day after the occurrence of the events stipulated in paragraphs (A) or (B) below, as the case may be, an amount equal to the Termination Fee Amountand Expenses, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) if this Agreement is terminated by Parent pursuant to Section 8.1(b7.1(b) or Section 7.1(d) and any of the following shall occur: (2A) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) if following the execution and delivery of this Agreement date hereof and prior to the Company Stockholders’ Meeting termination of this Agreement, a third party has announced an Acquisition Proposal and has not publicly definitively withdrawn such Acquisition Proposal at least five (in the case of any termination referred to in clause (A)(15) above) or days prior to the breach earlier to occur of the End Date or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)Stockholders' Meeting, an Acquisition Proposal shall have been publicly announced or shall have become publicly knownas applicable, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) 12 months following the termination of this Agreement any Company Acquisition (as defined below) is consummated; or (B) if following the date hereof and prior to the termination of this Agreement, either a third party has announced an Acquisition Transaction Proposal and has not publicly definitively withdrawn such Acquisition Proposal at least five (whether 5) days prior to the earlier to occur of the End Date or not the Acquisition Transaction referenced in Stockholders' Meeting, as applicable, and within 12 months following the preceding clause (B)) is consummated or termination of this Agreement the Company enters into a letter of intent, memorandum of understanding intent or similar document or any Contract providing for any Company Acquisition. (iv) The Company hereby acknowledges and agrees that the agreements set forth in this Section 7.3(b) are an Acquisition Transaction integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (whether or including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not the Acquisition Transaction referenced be in lieu of damages incurred in the preceding clause event of any intentional or willful breach of or any intentional misrepresentation in this Agreement. (v) Notwithstanding anything to the contrary set forth in this Agreement, each of the parties hereto hereby expressly acknowledges and hereby agrees that, with respect to any termination of this Agreement pursuant to Section 7.1 (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee and Expenses are payable pursuant to this Section 7.3(b), payment of the Termination Fee and Expenses shall constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would otherwise be entitled to assert against the Company or its assets, or against any Employees or stockholders of the Company, with respect to any such termination of this Agreement, and shall constitute the sole and exclusive remedy with respect to any such termination of this Agreement. The parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any such termination of this Agreement pursuant to Section 7.1 (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee and Expenses are payable pursuant to this Section 7.3(b), the right to such payment: (A) constitutes a reasonable estimate of the damages that will be suffered by reason of any such termination this Agreement, and (B) shall be in full and complete satisfaction of any and all damages arising as a result of any such termination of this Agreement. Except for nonpayment of the Termination Fee and Expenses pursuant to this Section 7.3(b), the parties agree that, upon any termination of this Agreement pursuant to Section 7.1 (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee and Expenses payable pursuant to this Section 7.3(b), in no event shall Parent or Merger Sub be entitled to seek or to obtain any recovery or judgment against the Company or any subsidiaries of the Company or any of their respective assets, or against any of their respective directors, officers, Employees or stockholders for any such termination of this Agreement, and in no event shall Parent or Merger Sub be entitled to seek or obtain any other damages of any kind, including consequential, special, indirect or punitive damages, for any such termination of this Agreement. Notwithstanding the foregoing, payment of the Termination Fee and Expenses pursuant to this Section 7.3(b) shall not constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would be entitled to assert against the Company or its assets, or against any Employees or stockholders of the Company, with respect to any such termination of this Agreement based upon the willful or intentional breach or intentional misrepresentation of any representations, warranties or covenants of the Company in this Agreement, and shall not constitute the sole and exclusive remedy with respect to any such termination of this Agreement based upon the willful or intentional breach or intentional misrepresentation of any of the representations, warranties or covenants of the Company in this Agreement. (vi) For the purposes of this Section 8.3(b)(iiiAgreement, "Company Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (A) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 60% of the aggregate equity interests in the surviving or resulting entity of such transaction or any direct or indirect parent thereof, (B) a sale or other disposition by the Company of assets representing in excess of 50% of the aggregate fair market value of the Company's business immediately prior to such sale or (C) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), all references directly or indirectly, of beneficial ownership or a right to “15%” and “85%” acquire beneficial ownership of shares representing in excess of 50% of the definition voting power of “Acquisition Transaction” shall be deemed to be references to “50%”the then outstanding shares of capital stock of the Company.

Company Payments. (i) The Company shall pay to Parent $32,300,000 (the “Termination Fee”), within two Business Days after the satisfaction of the following conditions: (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b)(i), Section 8.1(b)(iii), or Section 8.1(d) (for Section 8.1(d), only if terminated as a result of a breach by the Company of its covenants or obligations, and not its representations or warranties, such that the condition set forth in Section 7.2(b) would not be satisfied); (B) following the execution and delivery of this Agreement and prior to any such termination of this Agreement, a Competing Acquisition Transaction shall have been publicly announced or shall have become publicly disclosed and was not publicly withdrawn at least 10 Business Days prior to such termination; and (C) concurrently with or within 12 months following any such termination of this Agreement, the Company or any of its Affiliates either (x) consummates a Competing Acquisition Transaction or (y) enters into a definitive agreement for a Competing Acquisition Transaction, in each case, whether or not the Competing Acquisition Transaction was the same Competing Acquisition Transaction referred to in clause (B) of this Section 8.3(b). For purposes of the foregoing provisions of this Section 8.3(b)(i) only, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that all references therein to “15%” shall be deemed to be references to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(f)(ii8.1(e), within two (2) Business Days after demand by Parent, the Company shall pay to Parent the Termination Fee concurrently with and as a fee equal condition to Thirty Two Million Eight Hundred Fifty Thousand Dollars the effectiveness of such termination. ($32,850,000.00iii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), the Company shall pay to Parent the Termination Fee within two Business Days after such termination. (iv) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Parent’s rights set forth in Section 9.7, in any circumstance in which Parent receives payment of the Termination Fee pursuant to this Section 8.3(b), the receipt of the Termination Fee in such circumstance shall, except in the case of fraud or Willful Breach of this Agreement by the Company, constitute the sole and exclusive remedy of Parent, Acquisition Sub, Parent’s Subsidiaries and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees (“Parent Related Parties”) against the Company and its Subsidiaries or any of its or their former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees (collectively, the “Company Related Parties”) for any and all losses and damages suffered or incurred 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 prior to the date of such termination, and, upon Parent’s receipt of the Termination Fee Amount”in such circumstance, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby or in respect of any other document, theory of law or equity or oral representations made or alleged to be made in connection herewith or therewith, in contract, in tort or otherwise (except that (x) the Company shall be obligated pursuant those provisions that expressly survive such termination in accordance with Section 8.2, (y) the obligations under the Confidentiality Agreement shall continue to survive, and (z) the Company shall also be obligated with respect to Section 8.3(e)). Except as expressly provided in this clause (iv), following the receipt of the Termination Fee in such circumstance, and, except in the case of fraud or Willful Breach of this Agreement by the Company, (A) none of Parent, Acquisition Sub or any Parent Related Party shall be entitled to bring, maintain or support any Legal Proceedings against the Company or any Company Related Party arising out of or in connection with this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, and (B) Parent and Acquisition Sub shall use their reasonable best efforts to cause any Legal Proceedings pending in connection with this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, to the extent maintained by Parent, Acquisition Sub or any Parent Related Party against the Company or any Company Related Party to be dismissed with prejudice promptly. (v) The Company shall make any required payment of the Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii8.1(e)(ii), within two (2) one Business Days Day after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Fifteen Million Eight Seven Hundred Fifty Sixty Thousand Dollars ($32,850,000.0015,760,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii8.1(d)(ii), concurrently with prior to and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee AmountAmount (less any amounts previously paid by the Company pursuant to Section 8.3(b)(iv)), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) one Business Days Day after demand by Parent, in the event that (A) (1A)(1) this Agreement is terminated pursuant to Section 8.1(b8.1(b)(i) or Section 8.1(c) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i8.1(e)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting such termination of this Agreement (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Company, and (C) within twelve (12) months following the such termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for definitive agreement with respect to an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For ) (for purposes of this Section 8.3(b)(iii), all the references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%.” (iv) In the event that this Agreement is terminated pursuant to Section 8.1(b)(i), or by Parent pursuant to Section 8.1(e)(i), the Company shall cause to be paid to Parent, in cash, by wire transfer of immediately available funds to an account designated by Parent, within one (1) Business Day thereafter, up to an aggregate amount of $4.0 million of all reasonable and documented out of pocket expenses of Parent and its Affiliates incurred on or after January 1, 2014, including reasonable and documented fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other service providers, incurred by Parent and its Affiliates or on their respective behalf in connection with 76 or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby.

Company Payments. (i) In the event that this Agreement is terminated pursuant Company shall pay to Section 8.1(f)(ii)Parent in immediately available funds, within two one (21) Business Days business day after demand by Parent, an amount equal to $11,484,800 (the "Termination Fee") if this Agreement is terminated by Parent pursuant to Section 7.1(g). (ii) Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of in immediately available funds to an account or accounts designated in writing funds, within one (1) business day after demand by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee an amount equal to the Termination Fee Amount if this Agreement is terminated by wire transfer of immediately available funds Parent pursuant to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Section 7.1(h); provided, however, that no Termination Fee Amount, by wire transfer of immediately available funds shall be payable pursuant to an account or accounts designated in writing by Parent, within two (2this Section 7.3(b)(ii) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated a Triggering Event occurs pursuant to Section 8.1(b7.1(h) or (2) this Agreement is terminated in response to an unsolicited tender offer made by a third party pursuant to Section 8.1(f)(i), (BRegulation 14(d) following of the execution Exchange Act and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an no Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) Transaction is consummated within twelve (12) months following of the Triggering Event. (iii) Company shall pay Parent in immediately available funds, within one (1) business day after demand by Parent, an amount equal to the Termination Fee, if (A) this Agreement is terminated by Parent or Company, as applicable, pursuant to Section 7.1(b) or (d) and (B) within 12 months of termination of this Agreement, either Company shall enter into an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing agreement for an Acquisition Transaction or shall consummate an Acquisition Transaction. (whether or iv) The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if Company fails to pay in a timely manner the Acquisition Transaction referenced amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the preceding clause (B)). For purposes event of breach of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”Agreement.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 53,500,000.00 (the “Termination Fee AmountFee”) ), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two Business Days, in the event that: (A) this Agreement is terminated by Parent or the Company pursuant to Section 10.1(a) or Section 10.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided that all other conditions in Annex A have been satisfied other than those that were to be satisfied at the Appointment Time); (B) after the date of this Agreement and prior to such termination, an offer or proposal that constitutes an Acquisition Proposal (excluding for this purpose any mere “inquiry” from the definition of Acquisition Proposal) shall have been publicly announced or shall have become publicly known; and (C) within twelve months following such termination, either a Competing Acquisition Transaction (whether or not resulting from the Acquisition Proposal referenced in the preceding clause (B)) is consummated or the Company enters into a definitive agreement providing for a Competing Acquisition Transaction (whether or not resulting from the Acquisition Proposal referenced in the preceding clause (B)). For purposes of the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that all references therein to “more than twenty percent (20%)” shall be deemed to be references to “a majority,” and the reference therein to “eighty percent (80%)” shall be deemed to be a reference to “fifty percent (50%).” (ii) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(e)(ii10.1(e), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as a condition to the effectiveness of such termination. (iii) The In the event that this Agreement is terminated by Parent pursuant to Section 10.1(f) (or by the Company pursuant to Section 10.1(b) following any time at which Parent was entitled to terminate this Agreement pursuant to Section 10.1(f)), the Company shall pay to Parent a fee equal to the Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”Days.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 63,000,000 (the “Company Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with prior to and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Company Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Company Termination Fee Amount, Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two three (23) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or ), (2) this Agreement is terminated pursuant to Section 8.1(d) or (3) this Agreement is terminated pursuant to Section 8.1(f)(i)) solely due to a willful and material breach of the covenants and agreements by the Company in this Agreement, (B) following the execution and delivery of this Agreement and prior to the Company StockholdersShareholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the termination of his Agreement (in the case of any termination referred to in clause (A)(2) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2A)(3) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, and not publicly withdrawn, or (in the case of any termination of this Agreement pursuant to Section 8.1(d) or Section 8.1(f)(i) only) shall have been communicated or otherwise made known to the Company and not withdrawn, and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for an Acquisition Transaction and such Acquisition Transaction is ultimately consummated (whether or not consummated during the foregoing 12 month period, and whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%.”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00x) (in the “Termination Fee Amount”) by wire transfer case of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii10.3(b)(i), promptly, but in any event within one Business Day following the earlier of the entry into an Alternative Acquisition Agreement or the consummation of the Acquisition Transaction referred to therein; (y) in the case of Section 10.3(b)(ii), prior to or concurrently with with, and as a condition to the effectiveness of to, such termination; and (z) in the case of Section 10.3(b)(iii), promptly, but in any event within five (5) Business Days following termination by Parent, to Parent the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two : (2i) Business Days after demand by Parent, in the event that if (A) (1) this Agreement is validly terminated (i) by Parent pursuant to Section 8.1(b10.1(e), (ii) by Parent or the Company pursuant to Section 10.1(c) and at the time of such termination, Parent could have terminated this Agreement pursuant to Section 10.1(e) or (2iii) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f)(i10.1(c) and at the time of such termination pursuant to Section 10.1(c), the Minimum Condition has not been satisfied; (B) following the execution and delivery of this the Original Merger Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the such termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)Agreement, an Acquisition Proposal shall have been made to the Company or the Company Board or publicly announced or shall have become publicly known, or shall have been communicated disclosed and not withdrawn or otherwise made known publicly abandoned, in each case, at least two (2) Business Days prior to the Company such termination; and (C) within twelve (12) months following the such termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding an Alternative Acquisition Agreement with respect to any Acquisition Proposal (other than with Parent or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)Merger Sub). For purposes of this Section 8.3(b)(iii10.3(b)(i), all references to “15%” and “8520%” in the definition of “Acquisition Transaction” shall will be deemed to be references to “50%”; (ii) if this Agreement is validly terminated by the Company pursuant to Section 10.1(h); or (iii) if this Agreement is validly terminated by Parent pursuant to Section 10.1(f).

Company Payments. (i) In the event that If (A) this Agreement is validly terminated pursuant to (x) Section 8.1(f)(ii8.1(c) (provided that, at the Termination Date, the Requisite Stockholder Approval has not been obtained or Parent has the right to terminate pursuant to Section 8.1(e)), (y) Section 8.1(d) or (z) Section 8.1(e); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, any Person shall have publicly announced an Acquisition Proposal (or an Acquisition Proposal shall have otherwise become publicly known), which Acquisition Proposal has not been withdrawn publicly without qualification prior to the earlier of (I) five days prior to the Company Stockholder Meeting (as such meeting may have been adjourned or postponed in accordance with this Agreement) and (II) such termination of this Agreement; and (C) within two twelve months following such termination of this Agreement, (I) an Acquisition Transaction is consummated, (II) the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction or (III) to the extent the Company has not entered into a definitive agreement providing for the consummation of an Acquisition Transaction, in the case of an Acquisition Proposal that is a tender or exchange offer, the Company Board shall have (1) approved or recommended to the Company Stockholders or (2) Business Days after demand by Parentotherwise not opposed such Acquisition Proposal, and in the case of this clause (III)(2), such Acquisition Proposal is subsequently consummated (which, for the avoidance of doubt, may be consummated at any time following termination of this Agreement), then the Company shall promptly (and in any event within two Business Days) after such entry into a definitive agreement or such approval or recommendation, in the case of clause (II) or (III)(1), respectively, or consummation, in the case of clause (I) or (III)(2), pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Company Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of Section 8.3(b)(i), all references to “20%” in the definition of “Acquisition Transaction” (including as used in the definition of “Acquisition Proposal”) will be deemed to be references to “50%.” (ii) In If this Agreement is validly terminated pursuant to Section 8.1(f) (or in the event that (A) the Company Board shall have made a Company Board Recommendation Change and (B) this Agreement is terminated (I) by either the Company or Parent pursuant to (x) Section 8.1(c) (at a time when the Requisite Stockholder Approval has not been obtained or Parent has the right to terminate pursuant to Section 8.1(e)(ii8.1(e)) or (y) Section 8.1(d) or (II) by Parent pursuant to Section 8.1(e)), concurrently with and as a condition to the effectiveness of such termination, then the Company shall must promptly (and in any event within two Business Days) following such termination pay to Parent a fee equal to the Company Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company shall must prior to or substantially concurrently with such termination pay to Parent a fee equal to the Company Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that If this Agreement is terminated by Parent or Company, as applicable, prior to the Effective Time pursuant to Sections 8.1(b)(i) or (ii) or Section 8.1(f)(ii8.1(c), within two (2) Business Days after demand by Parent, the Company shall promptly, but in any event no later than two days after the date of such termination, pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of 22,600,000 in immediately available funds to an account (the "TERMINATION FEE"); provided, that in the case of a termination under Section 8.1(b)(i) or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant prior to Section 8.1(e)(ii)which no Triggering Event has occurred, concurrently with and as a condition to the effectiveness of (i) such termination, the Company payment shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that be made only if (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery date of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of Agreement, any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (CB) within twelve (12) 12 months following the termination of this Agreement, either an a Company Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)as defined below) is consummated consummated, or the Company enters into a letter of intent, memorandum of understanding or Contract an agreement providing for a Company Acquisition and such Company Acquisition is later consummated, and (ii) such payment shall be made promptly, but in any event no later than two days after the consummation of such Company Acquisition. Company acknowledges that the agreements contained in this Section 8.3(b) are an Acquisition Transaction integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if Company fails to pay in a timely manner the amounts due pursuant to this Section 8.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against Company, Company shall pay to Parent its reasonable costs and expenses (whether or not including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the Acquisition Transaction referenced amounts set forth in this Section 8.3(b) at the preceding clause (B))prime rate Bank of America N.T. and S.A. in effect on the date such payment was required to be made. For purposes Parent agrees that the payment provided for in this Section 8.3(b) shall be the sole and exclusive remedy of Parent and Merger Sub upon termination of this Agreement where such fee has been paid, and such remedies shall be limited to the sum stipulated in this Section 8.3(b)(iii8.3(b), all references regardless of the circumstances giving rise to “15%” and “85%” such termination; provided, however, that nothing herein shall relieve the Company from liability for the willful breach of, or fraud in the definition connection with, any of “Acquisition Transaction” shall be deemed to be references to “50%”its representations, warranties, covenants or agreements set forth in this Agreement.

Company Payments. (i) In the event that If this Agreement is terminated by Parent pursuant to Section 8.1(f)(ii7.1(j) by reason of the occurrence of a Triggering Event, the Company shall reimburse Parent for all of the out-of-pocket expenses of Parent and Merger Sub (including printing fees, filing fees and expenses of their legal, financial and other advisors) related to the Transactions, Merger and this Agreement, up to a maximum of Three Hundred Fifty Thousand Dollars ($350,000) (collectively, the “Expenses”) and pay Parent a termination fee in an amount equal to One Hundred Fifty Thousand Dollars ($150,000) (the “Termination Fee”), in each case in immediately available funds, within two (2) Business Days after demand by Parent, the business days thereafter,. (ii) The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of in immediately available funds to an account or accounts designated in writing funds, concurrent with the termination by Parent. (ii) In the event that Company of this Agreement is terminated pursuant to Section 8.1(e)(ii7.1(e), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee an amount equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parentand Expenses. (iii) The Company shall pay to Parent a fee in immediately available funds, within one (1) business day after the occurrence of the events stipulated in paragraphs (A) or (B) below, as the case may be, an amount equal to the Termination Fee Amountand Expenses, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) if this Agreement is terminated by Parent pursuant to Section 8.1(b7.1(b) or Section 7.1(d) and any of the following shall occur: (2A) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) if following the execution and delivery of this Agreement date hereof and prior to the Company Stockholders’ Meeting termination of this Agreement, a third party has announced an Acquisition Proposal and has not publicly definitively withdrawn such Acquisition Proposal at least five (in the case of any termination referred to in clause (A)(15) above) or days prior to the breach earlier to occur of the End Date or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)Stockholders’ Meeting, an Acquisition Proposal shall have been publicly announced or shall have become publicly knownas applicable, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) 12 months following the termination of this Agreement any Company Acquisition (as defined below) is consummated; or (B) if following the date hereof and prior to the termination of this Agreement, either a third party has announced an Acquisition Transaction Proposal and has not publicly definitively withdrawn such Acquisition Proposal at least five (whether 5) days prior to the earlier to occur of the End Date or not the Acquisition Transaction referenced in Stockholders’ Meeting, as applicable, and within 12 months following the preceding clause (B)) is consummated or termination of this Agreement the Company enters into a letter of intent, memorandum of understanding intent or similar document or any Contract providing for any Company Acquisition. (iv) The Company hereby acknowledges and agrees that the agreements set forth in this Section 7.3(b) are an Acquisition Transaction integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (whether or including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not the Acquisition Transaction referenced be in lieu of damages incurred in the preceding clause event of any intentional or willful breach of or any intentional misrepresentation in this Agreement. (v) Notwithstanding anything to the contrary set forth in this Agreement, each of the parties hereto hereby expressly acknowledges and hereby agrees that, with respect to any termination of this Agreement pursuant to Section 7.1 (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee and Expenses are payable pursuant to this Section 7.3(b), payment of the Termination Fee and Expenses shall constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would otherwise be entitled to assert against the Company or its assets, or against any Employees or stockholders of the Company, with respect to any such termination of this Agreement, and shall constitute the sole and exclusive remedy with respect to any such termination of this Agreement. The parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any such termination of this Agreement pursuant to Section 7.1 (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee and Expenses are payable pursuant to this Section 7.3(b), the right to such payment: (A) constitutes a reasonable estimate of the damages that will be suffered by reason of any such termination this Agreement, and (B) shall be in full and complete satisfaction of any and all damages arising as a result of any such termination of this Agreement. Except for nonpayment of the Termination Fee and Expenses pursuant to this Section 7.3(b), the parties agree that, upon any termination of this Agreement pursuant to Section 7.1 (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee and Expenses payable pursuant to this Section 7.3(b), in no event shall Parent or Merger Sub be entitled to seek or to obtain any recovery or judgment against the Company or any subsidiaries of the Company or any of their respective assets, or against any of their respective directors, officers, Employees or stockholders for any such termination of this Agreement, and in no event shall Parent or Merger Sub be entitled to seek or obtain any other damages of any kind, including consequential, special, indirect or punitive damages, for any such termination of this Agreement. Notwithstanding the foregoing, payment of the Termination Fee and Expenses pursuant to this Section 7.3(b) shall not constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would be entitled to assert against the Company or its assets, or against any Employees or stockholders of the Company, with respect to any such termination of this Agreement based upon the willful or intentional breach or intentional misrepresentation of any representations, warranties or covenants of the Company in this Agreement, and shall not constitute the sole and exclusive remedy with respect to any such termination of this Agreement based upon the willful or intentional breach or intentional misrepresentation of any of the representations, warranties or covenants of the Company in this Agreement. (vi) For the purposes of this Section 8.3(b)(iiiAgreement, “Company Acquisition” shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (A) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 60% of the aggregate equity interests in the surviving or resulting entity of such transaction or any direct or indirect parent thereof, (B) a sale or other disposition by the Company of assets representing in excess of 50% of the aggregate fair market value of the Company’s business immediately prior to such sale or (C) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), all references directly or indirectly, of beneficial ownership or a right to “15%” and “85%” acquire beneficial ownership of shares representing in excess of 50% of the definition voting power of “Acquisition Transaction” shall be deemed to be references to “50%”the then outstanding shares of capital stock of the Company.

Company Payments. (i) In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 8.1(f)(iiSections 7.1(b), (e) or (f), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $3.25 million in immediately available funds (the "TERMINATION FEE"); provided, that in the case of termination under Section 7.1(b), such payment shall be made only if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced an Acquisition Proposal for an Acquisition Transaction and within two 12 months following the termination of this Agreement the Company enters into or announces an intention to enter into a Company Acquisition (2as defined below). The Company acknowledges that the agreements contained in this Section 7.3(b) Business Days after demand are an integral part of the transactions contemplated by Parentthis Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amounts due pursuant to this Section 7.3(b) , and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. For the purposes -61- 67 of this Agreement "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement); (i) a fee equal merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (which the “Termination Fee Amount”) by wire transfer stockholders of the Company immediately available funds to an account preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or accounts designated in writing by Parent. resulting entity of such transaction or (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, sale or other disposition by the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. assets (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, excluding inventory and used equipment sold in the event that (Aordinary course of business) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following representing in excess of 50% of the execution and delivery aggregate fair market value of this Agreement and the Company's business immediately prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”such sale.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to $20,000,000 (the “Termination Fee AmountFee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that that: (A) (1) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b9.1(b) as a result of either the failure to satisfy the Minimum Condition or (2) following the date hereof, the Company having breached, failed to perform or violated it covenants or agreements under this Agreement is terminated pursuant (which has not been cured prior to Section 8.1(f)(ithe Termination Date), ; (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement pursuant to Section 9.1(b) as a result of either the failure to satisfy the Minimum Condition or following the date hereof, the Company having breached, failed to perform or violated it covenants or agreements under this Agreement (in which has not been cured prior to the case of any termination referred to in clause (A)(2) aboveTermination Date), an ; a Competing Acquisition Proposal Transaction shall have been publicly announced or shall have become publicly knowndisclosed and, or in either case, shall not have been communicated withdrawn or otherwise made known to the Company abandoned, and (C) within twelve (12) months following the termination of this AgreementAgreement (the “Tail Period”) pursuant to Section 9.1(b) as a result of either the failure to satisfy the Minimum Condition or following the date hereof, either an the Company having breached, failed to perform or violated it covenants or agreements under this Agreement (which has not been cured prior to the Termination Date), the Company has entered into a definitive agreement with respect to the Competing Acquisition Transaction referred to in Clause (whether B) or not the such Competing Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B))has been consummated. For purposes of this Section 8.3(b)(iii)the foregoing, all references to a “15%Competing Acquisition Transaction” and “85%” in shall have the definition of same meaning as an “Acquisition Transaction” except that all references therein to “more than twenty percent (20%)” shall be deemed to be references to “50%a majority.” (ii) The Company shall pay the Termination Fee to Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that: (A) this Agreement is terminated by Parent pursuant to Section 9.1(d); (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 9.1(d), a Competing Acquisition Transaction shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) during the Tail Period, the Company has entered into a definitive agreement with respect to any Competing Acquisition Transaction or any Competing Acquisition Transaction has been consummated. (iii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as a condition to the effectiveness of such termination; provided, however, that if this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii) to accept a Superior Proposal from an Excluded Party prior to the No-Shop Period Start Date, the Termination Fee shall equal the Go-Shop Termination Fee. (iv) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after Parent’s delivery of written notice of termination.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated pursuant to (x) Section 8.1(f)(ii8.1(c) (provided that, at the Termination Date, all of the conditions set forth in Article VII, other than the condition set forth in Section 7.1(a), within two have been satisfied or waived (2other than those conditions that by their terms are to be satisfied at the Closing, so long as such conditions are at the time of termination capable of being satisfied as if such time were the Closing)), (y) Business Days after demand by ParentSection 8.1(d) or (z) Section 8.1(e); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, any Person shall have publicly announced or the Company shall have publicly disclosed an Acquisition Proposal, which Acquisition Proposal has not been withdrawn or otherwise abandoned prior to such termination; and (C) within twelve months following such termination of this Agreement, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated, then the Company shall promptly (and in any event within three Business Days) after such consummation pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Company Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section 8.3(b)(i), all references to “20%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.” (ii) In the event that If this Agreement is validly terminated pursuant to Section 8.1(e)(ii8.1(f), concurrently with and as a condition to the effectiveness of such termination, then the Company shall must promptly (and in any event within three Business Days) following such termination pay to Parent a fee equal to the Company Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company shall must prior to or substantially concurrently with such termination pay to Parent a fee equal to the Company Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 7,000,000 (the “"Termination Fee Amount”Fee") by wire transfer of in immediately available funds (A) within one (1) business day after demand by Parent following termination of this Agreement if this Agreement is terminated by Parent pursuant to Section 7.1(g) or (B) if this Agreement is terminated by Parent pursuant to Section 7.1(h), upon the earlier of (x) 10 days after demand by Parent following termination of this Agreement and (y) the consummation of an account Acquisition Transaction with another party or accounts designated in writing by Parentthe entering into of an agreement providing for the consummation of an Acquisition Proposal with another party. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee in immediately available funds, within one (1) business day after termination of this Agreement, an amount equal to all out-of-pocket expenses and fees incurred by Parent arising out of, or in connection with or related to, the Termination Fee Amount transactions contemplated by wire transfer this Agreement, including, without limitation, all fees and expenses of immediately available funds agents, counsel, commercial banks, investment banking firms, accountants, experts and consultants to an account or accounts designated in writing Parent and its affiliates if this Agreement is terminated by ParentParent pursuant to Section 7.1(f). (iii) The Company shall pay to Parent a fee in immediately available funds, within one (1) business day after demand by Parent following the consummation of an Acquisition Transaction with another party or the entering into of an agreement providing for the consummation of an Acquisition Proposal with another party, an amount equal to the Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that if (A) (1) this Agreement is terminated by Parent or Company, as applicable, pursuant to Section 8.1(b7.1(b) or (d) and (B)(1) within 18 months of termination of this Agreement, Company shall enter into an agreement for an Acquisition Transaction or shall consummate an Acquisition Transaction; (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred pursuant to in clause (A)(2) aboveSection 7.1(b), an Acquisition Proposal shall have been made known to Company or to Company stockholders generally or any person shall have publicly announced an intention (whether or not conditional and whether or not such Acquisition Proposal shall have become publicly known, been rejected or shall have been communicated withdrawn or otherwise made known terminated prior to the Company and (C) within twelve (12) months following the Stockholders' Meeting or any termination of this Agreement, either ) to make an Acquisition Transaction Proposal or (3) in the case of termination pursuant to Section 7.1 (d), prior to or during the Company Stockholders' Meeting (or any subsequent meeting of the Company stockholders at which it is proposed that the Merger be approved), an Acquisition Proposal shall have been made directly to the Company stockholders generally or any person shall have publicly announced an intention (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (conditional and whether or not such Acquisition Proposal shall have been rejected or shall have been withdrawn or terminated prior to the Company Stockholders' Meeting or any termination of this Agreement) to make an Acquisition Transaction referenced Proposal. (iv) Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent would not enter into this Agreement; accordingly, if Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Subject to Section 8.7, payment of the fees described in this Section 7.3(b) shall be in lieu of damages incurred in the preceding clause (B)). For purposes event of breach of this Section 8.3(b)(iii), all references to “15%” Agreement other than a material and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”willful breach.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 2,000,000 (the “Termination Fee Amount”) ), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In , in the event that (A) following the execution and delivery of this Agreement and prior to the Company Stockholder Meeting, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, and (B) this Agreement is terminated pursuant to Section 8.1(e)(ii7.1(d) and (C) within twelve (12) months following the termination of this Agreement, either (1) any Acquisition Transaction is consummated (whether or not the Acquisition Proposal referenced in the preceding clause (A)) or (2) the Company enters into a letter of intent, memorandum of understanding or other Contract providing for any Acquisition Transaction (whether or not the Acquisition Proposal referenced in the preceding clause (A)), concurrently with and such Acquisition Transaction is subsequently consummated. The Termination Fee Amount payable pursuant to this Section 7.3(b)(i) shall be paid on the date of, and as a condition to the effectiveness of such terminationto, the consummation of the applicable Acquisition Transaction contemplated by the foregoing clause (C). For purposes of this Section 7.3(b)(i), the term “Acquisition Transaction” shall have the meaning assigned to such term in Section 1.6(a), except that all references therein to 15% shall be deemed to be references to 50%. (ii) The Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A) following the execution and delivery of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, and (B) this Agreement is terminated pursuant to Section 7.1(b) or Section 7.1(f), and (C) within twelve (12) months following the termination of this Agreement, either (1) any Acquisition Transaction (whether or not the Acquisition Proposal referenced in the preceding clause (A)) is consummated or (2) the Company enters into a letter of intent, memorandum of understanding or other Contract providing for any Acquisition Transaction (whether or not the Acquisition Proposal referenced in the preceding clause (A)), and such Acquisition Transaction is subsequently consummated. The Termination Fee Amount payable pursuant to this Section 7.3(b)(ii) shall be paid on the date of, and as a condition to, the consummation of the applicable Acquisition Transaction contemplated by the foregoing clause (C). For purposes of this Section 7.3(b)(ii), the term “Acquisition Transaction” shall have the meaning assigned to such term in Section 1.6(a), except that all references therein to 15% shall be deemed to be references to 50%. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) one Business Days Day after demand by Parent, in the event that this Agreement is terminated pursuant to Sections 7.1(g)(ii), 7.1(g)(iii), 7.1(g)(iv) or 7.1(g)(v). (iv) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b7.1(g)(i) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), and (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this Agreement, either an (1) any Acquisition Transaction is consummated (whether or not the Acquisition Transaction referenced in was publicly announced or publicly known prior to the preceding clause termination of this Agreement) or (B)2) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an any Acquisition Transaction (whether or not the Acquisition Transaction referenced in was publicly announced or publicly known prior to the preceding termination of this Agreement), and such Acquisition Transaction is subsequently consummated. The Termination Fee Amount payable pursuant to this Section 7.3(b)(iv) shall be paid on the date of, and as a condition to, the consummation of the applicable Acquisition Transaction contemplated by the foregoing clause (B)). For purposes of this Section 8.3(b)(iii7.3(b)(iv), all references to “15%” and “85%” in the definition of term “Acquisition Transaction” shall have the meaning assigned to such term in Section 1.6(a), except that all references therein to 15% shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to Newco or its designee the Company Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentNewco, within two (2) Business Days after demand by ParentNewco, in the event that (A) (1) Newco or the Company terminate this Agreement is terminated pursuant to Section 8.1(b); (B) the failure of the Merger to be consummated by the Termination Date is not the result of actions taken by Newco or Merger Sub in breach of this Agreement or any failure to take action by Newco or Merger Sub in breach of this Agreement, which breach has resulted in a failure to satisfy the conditions set forth in Section 7.1(b), Section 7.1(c), Section 7.3(a) or Section 7.3(b)); (C) at the time of such termination, the closing conditions set forth in Section 7.1(b) and Section 7.1(c) are capable of being satisfied or would be capable of being satisfied but for actions taken by the Company in breach of this Agreement or any failure to take action by the Company in breach of this Agreement; and (D) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(b), (1) a Competing Acquisition Transaction shall have been publicly announced, disclosed or communicated and not withdrawn, (2) a Person or group shall have publicly disclosed an intention to make, propose or communicate a proposal for a Competing Acquisition Transaction and not withdrawn such intention, or (3) a proposal for a Competing Acquisition Transaction shall have become publicly known and not withdrawn, and (D) within twelve months following the termination of this Agreement is terminated pursuant to Section 8.1(f)(i8.1(b), the Company enters into a definitive agreement providing for a Competing Acquisition Transaction and such Competing Acquisition Transaction is subsequently consummated. (ii) The Company shall pay to Newco or its designee the Company Termination Fee (less any Transaction Expenses, if any, previously paid to Newco or its designees by the Company pursuant to Section 8.3(b)(v)), by wire transfer of immediately available funds to an account or accounts designated in writing by Newco, within two Business Days after demand by Newco, in the event that (A) Newco or the Company terminate this Agreement pursuant to Section 8.1(d), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Stockholder Meeting (in the case of or any termination referred to in clause (A)(1) above) postponement or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) aboveadjournment thereof), (1) an Acquisition Transaction shall have been publicly announced, disclosed or communicated and not withdrawn, (2) a Person or group shall have disclosed an intention to make, propose or communicate a proposal for an Acquisition Transaction and not withdrawn such proposal or intention or (3) a proposal for an Acquisition Proposal shall have been publicly announced or shall have become publicly knownknown and not withdrawn, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this AgreementAgreement pursuant to Section 8.1(d), either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for an a Competing Acquisition Transaction (whether or not the and such Competing Acquisition Transaction referenced is subsequently consummated. (iii) The Company shall pay to Newco or its designee the Company Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Newco, prior to and as a condition to the effectiveness of any termination, in the preceding clause event that the Company terminates this Agreement pursuant to Section 5.3(a) or Section 8.1(i). (Biv) The Company shall pay to Newco or its designee the Company Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Newco, within two Business Days after demand by Newco, in the event that Newco terminates this Agreement pursuant to Section 8.1(j). (v) In the event that Newco or the Company terminates this Agreement pursuant to Section 8.1(d). For purposes , then in any such event, the Company shall pay Newco or its designee within two (2) Business Days following delivery by Newco of an invoice therefor, all out-of-pocket fees and expenses incurred by Newco or Merger Sub in connection with the transaction contemplated by this Agreement, including the Financing (the “Transaction Expenses”); provided that the Company shall not be required to pay more than an aggregate of $20,000,000 in Transaction Expenses pursuant to this Section 8.3(b)(iii8.1(b)(v), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent in immediately available funds, within one (1) business day after demand by Parent (or prior to, and a fee condition to the effectiveness of, termination of this Agreement pursuant to Section 7.1(h)), an amount equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 120,000,000 (the “Termination Fee Amount”"TERMINATION FEE") if this Agreement is terminated by wire transfer of immediately available funds Parent pursuant to an account Section 7.1(g) or accounts designated in writing by ParentCompany pursuant to Section 7.1(h). (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that If (A) (1) this Agreement is terminated by Parent or Company, as applicable, pursuant to Section 8.1(bSections 7.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(id)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any such termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), a third party shall have announced an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this Agreement, either an Agreement a Company Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)as defined below) is consummated or the Company enters into a an agreement or binding letter of intent, memorandum of understanding or Contract intent providing for a Company Acquisition, then Company shall pay Parent in immediately available funds at or prior to consummating such Company Acquisition an Acquisition Transaction amount equal to the Termination Fee. (whether or iii) Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if Company fails to pay in a timely manner the Acquisition Transaction referenced amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the preceding clause (B))event of breach of this Agreement. For the purposes of this Section 8.3(b)(iiiAgreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company pursuant to which the stockholders of Company immediately preceding such transaction hold less than 60% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by Company of assets representing in excess of 60% of the aggregate fair market value of Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Company), all references directly or indirectly, of beneficial ownership or a right to “15%” and “85%” acquire beneficial ownership of shares representing in excess of 50% of the definition voting power of “Acquisition Transaction” shall be deemed to be references to “50%”the then outstanding shares of capital stock of Company.

Company Payments. (i) In the event that this Agreement is terminated pursuant The Company shall pay to Section 8.1(f)(ii)Parent in immediately available funds, within two one (21) Business Days business day after demand by Parent, an amount equal to $1,140,000.00 (the "Termination Fee") if this Agreement is terminated by Parent pursuant to Section 7.1(i) hereof. (ii) The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of in immediately available funds to an account or accounts designated in writing funds, concurrent with a termination by Parent. (ii) In the event that Company of this Agreement is terminated pursuant to Section 8.1(e)(ii)7.1(e) hereof, concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee an amount equal to the Termination Fee, and no such termination of this Agreement shall be deemed effected until such time as the Termination Fee Amount by wire transfer of immediately available funds shall have been paid to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of in immediately available funds to an account or accounts designated in writing by Parentfunds, within two one (21) Business Days business day after demand by Parent, in an amount equal to the event that (A) (1) Termination Fee, if this Agreement is terminated by Parent pursuant to Section 8.1(b7.1(b) or Section 7.1(d) hereof and any of the following shall occur: (2A) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) if following the execution and delivery of this Agreement date hereof and prior to the Company Stockholders’ Meeting termination of this Agreement, a third party has announced an Acquisition Proposal and has not publicly definitively withdrawn such Acquisition Proposal at least five (in the case of any termination referred to in clause (A)(15) above) or business days prior to the breach earlier to occur of the End Date or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)Stockholders' Meeting, an Acquisition Proposal shall have been publicly announced or shall have become publicly knownas applicable, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this Agreement any Company Acquisition (as defined below) is consummated; or (B) if following the date hereof and prior to the termination of this Agreement, either a third party has announced an Acquisition Transaction Proposal and has not publicly definitively withdrawn such Acquisition Proposal at least five (whether 5) business days prior to the earlier to occur of the End Date or not the Acquisition Transaction referenced in Stockholders' Meeting, as applicable, and within twelve (12) months following the preceding clause (B)) is consummated or termination of this Agreement the Company enters into a letter of intent, memorandum of understanding intent or similar document or any Contract providing for any Company Acquisition. (iv) The Company shall pay to Parent in immediately available funds, within one (1) business day after demand by Parent, if this Agreement is terminated by Parent pursuant to Section 7.1(g) based on a failure to satisfy the condition set forth in Section 6.3(b) and, (x) prior to such termination, the Company has received, or a third party has announced, an Acquisition Transaction Proposal and (whether y) such breach is intended to or has the effect of facilitating such Acquisition Proposal or benefiting the person making such acquisition proposal without similarly benefiting Parent, an amount equal to the out-of-pocket fees and expenses incurred by Parent and Merger Sub in connection with the negotiation, execution and delivery of this Agreement and the transactions contemplated hereby (including, without limitation, reasonable attorney fees and expenses, reasonable advisor fees and expenses, travel costs, filing fees, printing, mailing and solicitation costs and expenses) (the "Expenses"); provided, that the Company shall not the Acquisition Transaction referenced be -52- required, pursuant to this Section 7.3(b)(iv), to pay Parent for Expenses in excess of $500,000 in the preceding clause aggregate. Notwithstanding the foregoing, payment of such Expenses shall not constitute liquidated damages with respect to any claim which Parent or Merger Sub would be entitled to assert against the Company or its assets, or against any of the Company's directors, officers, employees or stockholders, with respect to any such breach, and shall not constitute the sole and exclusive remedy with respect to any such breach. (v) The Company hereby acknowledges and agrees that the agreements set forth in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made; provided, however, that if Parent makes a claim for the amounts set forth in this Section 7.3(b) that results in a judgment against Parent, Parent shall pay to the Company its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of any intentional or willful breach of, or any intentional misrepresentation made in, this Agreement. (vi) Notwithstanding anything to the contrary set forth in this Agreement, each of the parties hereto hereby expressly acknowledges and hereby agrees that, with respect to any termination of this Agreement pursuant to Section 7.1 hereof (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee is payable pursuant to this Section 7.3(b), payment of the Termination Fee shall constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would otherwise be entitled to assert against the Company or its assets, or against any of the Company's directors, officers, employees or stockholders, with respect to any such termination of this Agreement, and shall constitute the sole and exclusive remedy with respect to any such termination of this Agreement. The parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any such termination of this Agreement pursuant to Section 7.1 hereof (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee is payable pursuant to this Section 7.3(b), the right to such payment: (A) constitutes a reasonable estimate of the damages that will be suffered by reason of any such termination this Agreement and (B) shall be in full and complete satisfaction of any and all damages arising as a result of any such termination of this Agreement. Except for nonpayment of the Termination Fee pursuant to this Section 7.3(b) the parties hereto hereby agree that, upon any termination of this Agreement pursuant to Section 7.1 hereof (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee is payable pursuant to this Section 7.3(b)), in no event shall Parent or Merger Sub be entitled to seek or to obtain any recovery or judgment against the Company or any subsidiaries of the Company or any of their respective assets, or against any of their respective directors, officers, employees or stockholders for any such termination of this Agreement, and in no event shall Parent or Merger Sub be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, special, indirect or punitive damages, for any such termination of this Agreement. Notwithstanding the foregoing, payment of the Termination Fee pursuant to this Section 7.3(b) shall not constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would be entitled to assert against the Company or its assets, or against any of the Company's directors, officers, employees or stockholders, with respect to any such termination of this Agreement based upon the willful or intentional breach or intentional misrepresentation of any representations, warranties or covenants of the Company in this Agreement, and shall not constitute the sole and exclusive remedy with respect to any such termination of this Agreement based upon the willful or intentional breach or misrepresentation of any of the representations, warranties or covenants of the Company in this Agreement. (vii) For the purposes of this Section 8.3(b)(iiiAgreement, "Company Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than a majority of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of a majority of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), all references directly or indirectly, of beneficial ownership or a right to “15%” and “85%” acquire beneficial ownership of shares representing in excess of a majority of the definition voting power of “Acquisition Transaction” shall be deemed to be references to “50%”the then outstanding shares of capital stock of the Company.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee in immediately available funds, within three (3) business days after written demand by Parent, an amount equal to Thirty Two Three Million Eight Nine Hundred Fifty and Twenty Five Thousand Dollars ($32,850,000.003,925,000) (the “Termination Fee AmountFee”) if this Agreement is terminated by wire transfer of immediately available funds Parent pursuant to an account or accounts designated in writing by ParentSection 7.1(j) hereof. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the The Company shall pay to Parent in immediately available funds, concurrent with a fee termination by Company of this Agreement pursuant to Section 7.1(e) hereof, an amount equal to the Termination Fee, and no such termination of this Agreement shall be deemed effected until such time as the Termination Fee Amount by wire transfer of immediately available funds shall have been paid to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee in immediately available funds, within one (1) business day after written demand by Parent, an amount equal to the Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) if this Agreement is terminated by Parent pursuant to Section 8.1(b7.1(b) or Section 7.1(d) hereof and any of the following shall occur: (2A) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) if following the execution and delivery of this Agreement date hereof and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement Agreement, a Third Party has announced, and not publicly definitively withdrawn at least five (in the case of any termination referred 5) business days prior to in clause (A)(2) above)such termination, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this Agreement any Company Acquisition (as defined below) is consummated; or (B) if following the date hereof and prior to the termination of this Agreement, either a Third Party has announced, and not publicly definitively withdrawn at least five (5) business days prior to such termination, an Acquisition Transaction Proposal and within twelve (whether or not 12) months following the Acquisition Transaction referenced in the preceding clause (B)) is consummated or termination of this Agreement the Company enters into a letter of intent, memorandum of understanding intent or similar document or any written Contract providing for any Company Acquisition or publicly announces its intent to enter into a Company Acquisition, and such Company Acquisition is subsequently consummated within nine (9) months thereafter. (iv) The Company shall pay to Parent in immediately available funds, within two (2) business days after written demand by Parent, if this Agreement is terminated by Parent pursuant to Section 7.1(g) based on a failure to satisfy the condition set forth in Section 6.3(b) and, (x) prior to such termination, the Company has received, or a Third Party has announced, an Acquisition Transaction Proposal and (whether y) such breach is intended to facilitate such Acquisition Proposal or benefit the Third Party making such Acquisition Proposal without similarly benefiting Parent, an amount equal to the out-of-pocket fees and expenses incurred by Parent and Merger Sub in connection with the negotiation, execution and delivery of this Agreement and the transactions contemplated hereby (including, without limitation, reasonable attorney fees and expenses, reasonable advisor fees and expenses, travel costs, filing fees, printing, mailing and solicitation costs and expenses). (v) The Company hereby acknowledges and agrees that the agreements set forth in this Section 7.3(b) with respect to payment of the Termination Fee are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Acquisition Transaction referenced Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of Citibank N.A. in effect on the date such payment was required to be made. Payment of the Termination Fee by the Company shall constitute liquidated damages, and Parent’s right to receive a Termination Fee in the preceding clause circumstances provided in this Section 7.3(b) is the exclusive remedy available to the Parent for any failure of the Merger and other Transactions to be consummated in those circumstances, and the Company shall have no further liability with respect to this Agreement or the Transactions, except as described in the previous sentence; provided that in no event shall a Termination Fee be in lieu of damages incurred as a result of any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. Notwithstanding the foregoing, the payment by the Company of any Parent Expenses pursuant to Section 7.2(b)(iv) shall not constitute liquidated damages with respect to any claim which Parent or Merger Sub would be entitled to assert against the Company or its assets, or against any of the Company’s directors, officers, employees or stockholders, with respect to any such breach, and shall not constitute the sole and exclusive remedy with respect to any such breach. (B)). vi) For the purposes of this Section 8.3(b)(iiiAgreement, “Company Acquisition” shall mean any of the following transactions (other than the Transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than a majority of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of all or more than a majority of the assets of the Company and its subsidiaries, taken as a whole, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), all references directly or indirectly, of beneficial ownership or a right to “15%” and “85%” acquire beneficial ownership of shares representing in excess of a majority of the definition voting power of “Acquisition Transaction” shall be deemed to be references to “50%”the then outstanding shares of capital stock of the Company.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated pursuant to Section 8.1(f)(ii8.1(d) or Section 8.1(e); (B) at the time of such termination, the conditions set forth in Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied as if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide written Acquisition Proposal shall have been publicly announced or publicly disclosed and not publicly withdrawn or otherwise abandoned; and (D) within two twelve (212) Business Days after demand by Parentmonths following such termination of this Agreement, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction then the Company shall pay promptly (and in any event within three (3) Business Days) after the earlier of (x) the consummation of, or (y) the entry into of a definitive agreement with respect to, such Acquisition Transaction pay, or cause to be paid, to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Company Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by ParentXxxxxx. For purposes of this Section 8.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” will be deemed to be references to “fifty and one tenth percent (50.1%).” (ii) In the event that If this Agreement is validly terminated pursuant to Section 8.1(e)(ii8.1(f), concurrently with and as a condition to the effectiveness of such termination, then the Company shall pay must promptly (and in any event within three (3) Business Days) following such termination pay, or cause to be paid, to Parent a fee equal to the Company Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company shall pay must, prior to or substantially concurrently with such termination, pay, or cause to be paid, to Parent a fee equal to the Company Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (or its designee the “Company Termination Fee Amount”) Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In , within two Business Days after demand by Parent, in the event that (A) this Agreement is terminated pursuant to Section 8.1(e)(ii8.1(b); (B) the failure of the Merger to be consummated by the Termination Date is not the result of actions taken by Parent or Merger Sub in breach of this Agreement or any failure to take action by Parent or Merger Sub in breach of this Agreement, which breach has resulted in a failure to satisfy the conditions set forth in Section 7.1(b), concurrently with and as a condition to Section 7.1(c), Section 7.3(a) or Section 7.3(b)); (C) at the effectiveness time of such termination, the closing conditions set forth in Section 7.1(b) and Section 7.1(c) are capable of being satisfied or would be capable of being satisfied but for actions taken by the Company in breach of this Agreement or any failure to take action by the Company in breach of this Agreement; (D) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(b), (1) a Competing Acquisition Transaction shall have been publicly announced, disclosed or communicated and not withdrawn, (2) a Person or group shall have publicly disclosed an intention to make, propose or communicate a proposal for a Competing Acquisition Transaction and not withdrawn such intention, or (3) a proposal for a Competing Acquisition Transaction shall have become publicly known and not withdrawn; and (E) within twelve months following the termination of this Agreement pursuant to Section 8.1(b), the Company enters into a definitive agreement providing for a Competing Acquisition Transaction and such Competing Acquisition Transaction is subsequently consummated. (ii) The Company shall pay to Parent a fee equal to or its designee the Company Termination Fee Amount (less any Transaction Expenses, if any, previously paid to Parent or its designees by the Company pursuant to Section 8.3(b)(v)), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two Business Days after demand by Parent, in the event that (A) this Agreement is terminated pursuant to Section 8.1(d), (B) following the execution and delivery of this Agreement and prior to the Company Stockholder Meeting (or any postponement or adjournment thereof), (1) a Competing Acquisition Transaction shall have been publicly announced, disclosed or communicated and not withdrawn, (2) a Person or group shall have disclosed an intention to make, propose or communicate a proposal for a Competing Acquisition Transaction and not withdrawn such proposal or intention or (3) a proposal for a Competing Acquisition Transaction shall have become publicly known and not withdrawn, and (C) within twelve months following the termination of this Agreement pursuant to Section 8.1(d), the Company enters into a definitive agreement providing for a Competing Acquisition Transaction and such Competing Acquisition Transaction is subsequently consummated. (iii) The Company shall pay to Parent or its designee the Company Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, prior to and as a fee equal condition to the effectiveness of any termination, in the event that this Agreement is terminated pursuant to Section 8.1(g). (iv) The Company shall pay to Parent or its designee the Company Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that this Agreement is terminated pursuant to Section 8.1(h). (v) In the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b8.1(d) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), and (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Stockholder Meeting (in the case of or any termination referred to in clause (A)(1) above) postponement or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) aboveadjournment thereof), an (1) a Competing Acquisition Proposal Transaction shall have been publicly announced announced, disclosed or communicated and not withdrawn, (2) a Person or group shall have publicly disclosed an intention to make, propose or communicate a proposal for a Competing Acquisition Transaction and not withdrawn such intention, or (3) a proposal for a Competing Acquisition Transaction shall have become publicly knownknown and not withdrawn, or shall have been communicated or otherwise made known to the Company shall pay Parent or its designee within two (2) Business Days following delivery by Parent of an invoice therefor, all out-of-pocket fees and expenses incurred by Parent or Merger Sub in connection with the transaction contemplated by this Agreement (C) 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 (BExpenses”)) is consummated or ; provided that the Company enters into a letter shall not be required to pay more than an aggregate of intent, memorandum of understanding or Contract providing for an Acquisition $10,000,000 in Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of Expenses pursuant to this Section 8.3(b)(iii8.3(b)(v), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f)(ii), then the Company shall pay or cause to be paid to Parent, as promptly as practicable (and, in any event, within two (2) Business Days after demand by Parentthe date of such termination), the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(e)(ii8.1(g), concurrently with and as a condition to the effectiveness of such termination, then the Company shall pay or cause to be paid to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by ParentParent at or prior to such termination. (iii) The In the event that this Agreement is terminated (a) by the Company or Parent pursuant to Section 8.1(b), or (b) by Parent pursuant to Section 8.1(f)(i) as a result of the Company’s breach of, or failure to, perform any covenant or agreement contained in this Agreement, and in any such case, (1) following the execution and delivery of this Agreement and prior to the Company Shareholders’ Meeting, an Acquisition Proposal shall have been publicly announced, shall have become publicly disclosed, or shall have been otherwise publicly made known to the Company Shareholders; and (2) within 12 months following the termination of this Agreement, the Company enters into a Contract with respect to any Acquisition Proposal and such Acquisition Proposal is thereafter consummated (which need not be the same Acquisition Proposal that was publicly made, disclosed or communicated prior to the Company Shareholders’ Meeting), then the Company shall pay (or cause to Parent a fee equal to be paid) the Termination Fee AmountAmount to Parent, prior to or concurrently with the consummation of such transaction, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent; provided, within two that for purposes of clause (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “8520%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”. (iv) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(d) (provided that prior to such termination the conditions set forth in Sections ‎7.1(b) and ‎7.1(c) shall have been satisfied, except if the failure of either such condition to be satisfied was the result of a breach of this Agreement by the Company), and (1) following the execution and delivery of this Agreement and prior to the Company Shareholders’ Meeting, an Acquisition Proposal shall have been publicly announced, shall have become publicly disclosed, or shall have been otherwise publicly made known to the Company Shareholders, and in each case not withdrawn; and (2) within 12 months following the termination of this Agreement, the Company enters into a Contract with respect to any Acquisition Proposal and such Acquisition Proposal is thereafter consummated (which need not be the same Acquisition Proposal that was publicly made, disclosed or communicated prior to the Company Shareholders’ Meeting), then the Company shall pay (or cause to be paid) the Termination Fee Amount to Parent, prior to or concurrently with the consummation of such transaction, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent; provided, that for purposes of clause (2) of this Section 8.3(b)(iv), all references to “20%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to $90,000,000 (the “Termination Fee AmountFee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that that: (A) (1) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b9.1(b) or as a result of the failure to satisfy the Minimum Condition prior to such termination (2provided, that (x) this Agreement the condition to the Offer set forth in clause (A) of Annex A is terminated satisfied at the time of such termination pursuant to Section 8.1(f)(i9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the Competing Acquisition Transaction referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the such termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)Agreement, an a Competing Acquisition Proposal Transaction shall have been publicly announced or shall have become publicly knowndisclosed and, or in either case, shall not have been communicated withdrawn or otherwise made known to the Company abandoned; and (C) within twelve (12) months following the such termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an definitive agreement with any third party that effectuates a Competing Acquisition Transaction (whether or not the a Competing Acquisition Transaction referenced in the preceding clause (B))is consummated. For purposes of this Section 8.3(b)(iii)the foregoing, all references to a “15%Competing Acquisition Transaction” and “85%” in shall have the definition of same meaning as an “Acquisition Transaction” except that all references therein to (i) “more than twenty percent (20%)” shall be deemed to be references to “more than fifty percent (50%)” and (ii) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%).” (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as a condition to the effectiveness of such termination. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iv) The payment by the Company of the Termination Fee pursuant to Section 9.4(b) shall be the sole and exclusive remedy of Parent and Acquisition Sub in the event of termination of this Agreement pursuant to Section 9.1(f) hereof.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated pursuant to Section 8.1(f)(ii8.1(c), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b8.1(d) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i8.1(e), ; (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case termination of any termination referred this Agreement pursuant to in clause (A)(1) aboveSection 8.1(c), Section 8.1(d) or prior to the breach Section 8.1(e), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or inaccuracy that forms the basis for disclosed and not withdrawn or otherwise abandoned; and (C) within one year following the termination of this Agreement (in the case of any termination referred pursuant to in clause (A)(2) aboveSection 8.1(c), an Acquisition Proposal shall have been publicly announced Section 8.1(d) or shall have become publicly knownSection 8.1(e), or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this Agreementas applicable, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for the consummation of an Acquisition Transaction (whether or not Transaction, then the Company will concurrently with the consummation of such Acquisition Transaction referenced pay to Parent an amount equal to $63,540,750 (the “Company Termination Fee”) in accordance with the preceding clause (B))payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. For purposes of this Section 8.3(b)(iii8.3(b)(i), all references to “15%” and “8520%” in the definition of “Acquisition Transaction” shall will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated pursuant to Section 8.1(f), then the Company must promptly (and in any event within two Business Days) following such termination pay to Parent the Company Termination Fee, in accordance with the payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. (iii) If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must prior to or concurrently with such termination pay to Parent the Company Termination Fee in accordance with the payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time; provided, that if the Company terminates this Agreement pursuant to Section 8.1(h) and enters into an Alternative Acquisition Agreement with an Excluded Party prior to the No-Shop Period Start Date with respect to a Superior Proposal that did not result from or arise in connection with an intentional and material breach of Section 5.3, then the “Company Termination Fee” shall mean an amount equal to $29,326,500.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated pursuant to Section 8.1(f)(ii8.1(c), within two Section 8.1(d) or Section 8.1(e); (2B) Business Days after demand by Parent, at the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness time of such termination, the Company shall pay to Parent a fee equal to conditions set forth in Sections 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the Termination Fee Amount by wire transfer conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of immediately available funds to an account or accounts designated in writing by Parent. such termination was the Closing Date; (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (BC) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case termination of any termination referred this Agreement pursuant to in clause (A)(1) aboveSection 8.1(c), Section 8.1(d) or prior to the breach Section 8.1(e), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or inaccuracy that forms the basis for disclosed and not withdrawn or otherwise abandoned; and (D) within one year following the termination of this Agreement (in the case of any termination referred pursuant to in clause (A)(2) aboveSection 8.1(c), an Acquisition Proposal shall have been publicly announced Section 8.1(d) or shall have become publicly knownSection 8.1(e), or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this Agreementas applicable, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for the consummation of an Acquisition Transaction (whether or not Transaction, then the Company will concurrently with the consummation of such Acquisition Transaction referenced in pay to Parent an amount equal to $58,140,000 (the preceding clause (B)“Company Termination Fee”). For purposes of this Section 8.3(b)(iii8.3(b)(i), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated pursuant to Section 8.1(f), then the Company must promptly (and in any event within two Business Days) following such termination pay to Parent the Company Termination Fee. (iii) If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must prior to or concurrently with such termination pay to Parent the Company Termination Fee; provided, that if (A) such termination occurs prior to the No-Shop Period Start Date and (B) the Company has entered into a definitive Alternative Acquisition Agreement to consummate an Acquisition Transaction at the time of such termination, then the “Company Termination Fee” shall mean an amount equal to $29,070,000.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that If (A) (1) this Agreement is validly terminated pursuant to Section 8.1(b7.1(c), Section 7.1(d) or (2) Parent validly terminates this Agreement is terminated pursuant to Section 8.1(f)(i7.1(e), (B) following after the execution and delivery of this Agreement date hereof and prior to the Company Stockholders’ Meeting date of such termination (except in the case of any termination referred pursuant to Section 7.1(d), in clause (A)(1) above) or which case prior to the breach Company Stockholder Meeting (or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2adjournment or postponement thereof)) above), an Acquisition Proposal shall have been is publicly announced disclosed (whether by the Company or shall have become publicly knowna third party), or shall have been communicated or otherwise made known to the Company Board, and in each case, is not withdrawn (publicly, if publicly disclosed) at least three business days prior to the earlier of the date of the Company Stockholder Meeting (or any adjournment or postponement thereof) and the date of such termination and (C) within twelve (12) months following the termination of this Agreementsuch termination, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) Proposal is consummated or a definitive agreement in respect of an Acquisition Proposal is entered into, then, on the earlier of the date of entry into such definitive agreement and the consummation of such Acquisition Proposal pay to Bansk Management I, L.P. the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B))Termination Fee. For purposes of this Section 8.3(b)(iii7.3(b)(i), all references to “1520%” and “8580%” in the definition of “Acquisition TransactionProposal” shall will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated (A) by the Company pursuant to Section 7.1(c) or Section 7.1(d) at a time when Parent had the right to terminate pursuant to Section 7.1(f) or (B) pursuant to Section 7.1(f), then the Company shall promptly (and in any event within two business days) following such termination pay to Bansk Management I, L.P. the Company Termination Fee. (iii) If this Agreement is validly terminated pursuant to Section 7.1(h), then the Company shall prior to or concurrently with such termination pay to Bansk Management I, L.P. the Company Termination Fee. (iv) Bansk Management I, L.P. shall be an express third-party beneficiary of, and shall have the right to enforce, this Section 7.3(b).

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that If (A) (1) this Agreement is validly terminated pursuant to (x) Section 8.1(b8.1(c) at a time when the Requisite Stockholder Approval has not been obtained and the conditions set forth in Section 7.1(b) or Section 7.1(c) (to the extent due to an injunction relating to Antitrust Laws that constitute Required Approvals or Required Investment Screening Laws) have not been satisfied (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the limitations set forth in Section 8.1(c)(i) or Section 8.1(c)(ii)) or Section 8.1(d) or (2y) this Agreement is terminated by Parent pursuant to Section 8.1(f)(i8.1(e) (each, an “Applicable Termination”), ; (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)an Applicable Termination, an Acquisition Proposal shall have has been publicly announced or shall have become disclosed (and, solely with respect to a termination pursuant to Section 8.1(d), such Acquisition Proposal has not been publicly known, or shall have been communicated withdrawn or otherwise made known publicly abandoned at least five (5) Business Days prior to the Company Stockholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Merger); and (C) within twelve (12) months following the termination of this Agreementsuch Applicable Termination, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for the consummation of an Acquisition Transaction Transaction, then the Company will substantially concurrently with the earlier of the execution of such definitive agreement and the consummation of such Acquisition Transaction, pay to Parent (whether or not its designee(s)) an amount equal to $171,734,000.00 (the Acquisition Transaction referenced “Company Termination Fee”), in accordance with the preceding clause (B))payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. For purposes of this Section 8.3(b)(iii8.3(b)(i), all references to “1520%” and “8580%” in the definition of “Acquisition Transaction” shall will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated pursuant to Section 8.1(f), then the Company must promptly (and in any event within two (2) Business Days) following such termination pay to Parent the Company Termination Fee. (iii) If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must prior to or substantially concurrently with (but no later than the date of) such termination pay to Parent the Company Termination Fee; provided, that if the Company terminates this Agreement pursuant to Section 8.1(h) and enters into an Alternative Acquisition Agreement prior to the No-Shop Period Start Date or, with respect to an Excluded Party, prior to the Cut-Off Time, in either case, with respect to a Superior Proposal, then the “Company Termination Fee” shall mean an amount equal to $92,472,000.00.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to Nine Million Dollars ($9,000,000) (the “Termination Fee AmountFee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that that: (A) (1) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b9.1(b) or (2) this Agreement is terminated pursuant as a result of the failure to Section 8.1(f)(i), satisfy the Minimum Condition prior to such termination; (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in pursuant to Section 9.1(b) as a result of the case of any termination referred failure to in clause (A)(2) above)satisfy the Minimum Condition prior to such termination, an a Competing Acquisition Proposal Transaction shall have been publicly announced or shall have become publicly knowndisclosed and, or in either case, shall not have been communicated withdrawn or otherwise made known to the Company abandoned; and (C) within twelve (12) months following the termination of this AgreementAgreement (the “Tail Period”) pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination, either an the Company has entered into a definitive agreement with respect to any Competing Acquisition Transaction (whether or not the any Competing Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B))has been consummated. For purposes of this Section 8.3(b)(iii9.4(b)(i) and Section 9.4(b)(ii), all references to a “15%Competing Acquisition Transaction” and “85%” in shall have the definition of same meaning as an “Acquisition Transaction” except that all references therein to “more than twenty percent (20%)” shall be deemed to be references to “50%a majority.” (ii) The Company shall pay the Termination Fee, less any Expenses paid pursuant to Section 9.4(a), to Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that: (A) this Agreement is terminated by Parent pursuant to Section 9.1(d); (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 9.1(d), a Competing Acquisition Transaction shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) during the Tail Period, the Company has entered into a definitive agreement with respect to any Competing Acquisition Transaction or any Competing Acquisition Transaction has been consummated. (iii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as a condition to the effectiveness of such termination. (iv) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f) or pursuant to Section 9.1(d) in connection with a breach of Section 2.2 (Company Actions), Section 6.2 (No Solicitation), Section 6.3 (Rights Plan), Section 7.3 (Company Board Recommendation) or Section 7.5 (Anti-Takeover Laws) by the Company, the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to $1,230,000 (One Million Two Hundred Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00U.S. Dollars) (the “"Termination Fee Amount”) "), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. , within one Business Day after demand by Parent, in the event that (iiA) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) hereof or Section 8.1(d) hereof, (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Stockholders generally, and in each case shall not have been withdrawn prior to such termination of this Agreement, and (C) within twelve (12) months following such termination of this Agreement, such Acquisition Transaction is consummated or the Company enters into a definitive agreement with respect to such Acquisition Transaction (for purposes of this Section 8.3(b)(1), the term "Acquisition Transaction" shall have the meaning set forth in the definition of Acquisition Transaction except that all references to 15% and 85% in such definition shall be deemed replaced by references to 50%). In the event that this Agreement is terminated by the Company pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination8.1(e)(2) hereof, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iiiParent within one Business Day after such termination by the Company. In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f)(2) The hereof, the Company shall pay to Parent a fee equal to the Termination Fee Amount, Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, Parent within two (2) one Business Days Day after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 20,000,000 (the “Termination Fee Amount”) ), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In , in the event that (A) following the execution and delivery of this Agreement and prior to the Company Stockholder Meeting, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, and (B) this Agreement is terminated pursuant to Section 8.1(e)(ii8.1(d) (or, after a vote on the Merger Proposal has been taken at the Company Stockholder Meeting and the Requisite Merger Approval has not been obtained, the Company terminates this Agreement for any other reason), concurrently with and (C) within twelve (12) months following the termination of this Agreement, either (1) any Acquisition Transaction is consummated or (2) the Company enters into a letter of intent, memorandum of understanding or other Contract providing for any Acquisition Transaction and such Acquisition Transaction or any other Acquisition Transaction is subsequently consummated within twenty four (24) months after the date on which such letter of intent, memorandum of understanding or other Contract is executed by the parties thereto. The fee amount payable pursuant to this Section 8.3(b)(i) shall be paid on the date of, and as a condition to the effectiveness of such terminationto, the consummation of the applicable Acquisition Transaction contemplated by the foregoing clause (C). (ii) The Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A) following the execution and delivery of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, and (B) this Agreement is terminated pursuant to Section 8.1(b) or Section 8.1(g), and (C) within twelve (12) months following the termination of this Agreement, either (1) any Acquisition Transaction is consummated or (2) the Company enters into a letter of intent, memorandum of understanding or other Contract providing for any Acquisition Transaction and such Acquisition Transaction or any other Acquisition Transaction is subsequently consummated within twenty four (24) months after the date on which such letter of intent, memorandum of understanding or other Contract is executed by the parties thereto. The fee amount payable pursuant to this Section 8.3(b)(ii) shall be paid on the date of, and as a condition to, the consummation of the applicable Acquisition Transaction contemplated by the foregoing clause (C). (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event this Agreement is terminated pursuant to Section 8.1(f), concurrently with and as a condition to the effectiveness of such termination. (iv) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) one Business Days Day after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i8.1(h), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. Subject to Section 8.03(c): (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay $475,000,000 to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee AmountFee”) ), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. , (iiA) In within two (2) Business Days after demand by Parent, in the event that this Agreement is has been terminated by Parent pursuant to Section 8.1(e)(ii8.01(c)(ii), or (B) substantially concurrently with the termination of this Agreement by the Company pursuant to Section 8.01(b)(ii) and as a condition to the effectiveness of such terminationtermination (provided that Parent shall have provided wiring instructions for such payment or, the Company if not, then such payment shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer be paid promptly following delivery of immediately available funds to an account or accounts designated in writing by Parentsuch instructions). (iiiii) The Company shall pay to Parent a fee equal to the Termination Fee Amountto Parent, net of any expenses reimbursement previously paid by the Company to Parent pursuant to Section 8.03(a), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement has been terminated (1) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b8.01(a)(ii), (2) by Parent or the Company pursuant to Section 8.01(a)(iii) or (23) this Agreement is terminated by Parent pursuant to Section 8.1(f)(i8.01(c)(i), ; (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)such termination, an a Competing Acquisition Proposal Transaction shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company disclosed; and (C) within twelve (12) months following such termination (the termination of this Agreement“Tail Period”), either an the Company has entered into a definitive agreement with respect to any Competing Acquisition Transaction (whether or not the any Competing Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B))has been consummated. For purposes of this Section 8.3(b)(iii)the foregoing, all references to a “15%Competing Acquisition Transaction” and “85%” in shall have the definition of same meaning as an “Acquisition Transaction” except that all references therein to “more than twenty percent (20%)” shall be deemed to be references to “more than fifty percent (50%).” (iii) In the event that Parent or its designee shall receive full payment pursuant to this Section 8.03(b), together with reimbursement of any applicable Expenses pursuant to Section 8.03(a), the receipt of the applicable Termination Fee and Expense (if applicable) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition 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 such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.03(b) shall limit the rights of Parent and Acquisition Sub under Section 9.08. The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.

Company Payments. (i) In If prior to or concurrent with the termination of this Agreement, (A) the Board of Directors of the Company shall have withheld, withdrawn, or modified in a manner adverse to Parent its unanimous recommendation in favor of the adoption and approval of this Agreement and the approval of the Merger or (B) Company shall have failed to include in the Proxy Statement/Prospectus the unanimous recommendation of the Board of Directors of Company in favor of this Agreement and the Merger, or (C) the Board of Directors of the Company shall have failed to reconfirm such unanimous recommendation within ten (10) business days after a written request from Parent to do so at any time following the announcement or disclosure of an Acquisition Proposal, or (D) the Board of Directors of the Company shall have accepted any Acquisition Proposal or recommended any Acquisition Proposal to the shareholders of Company, or (E) the Company shall have entered into any letter of intent or similar agreement or any contract, agreement, or commitment accepting any Acquisition Proposal, or (F) the Board of Directors shall have resolved to take any of the actions described in the foregoing clauses (A) (ii) If no payment shall be required pursuant to clause 7.3(b)(i) above, and if (x) the vote of the shareholders of Company as contemplated by this Agreement approving and adopting this Agreement and approving the Merger shall not have been obtained by reason of the failure to obtain the required vote at a meeting duly convened therefor or at any adjournment thereof (a "COMPANY NEGATIVE VOTE") and (y) prior to such Company Negative Vote there shall have occurred an Acquisition Proposal which shall have been publicly disclosed, and (z) within 12 months following such Company Negative Vote, the Company shall enter into a definitive agreement with respect to a Company Acquisition, then Company shall pay to Parent an amount equal to $1,700,000 in immediately available funds within one business day following the execution by the Company of such definitive agreement; provided, however, that in the event that this Agreement a payment is terminated required pursuant to Section 8.1(f)(ii), this subparagraph 7.3(b)(ii) and within two (2) Business Days after demand by Parentfour months following the date the Company is required to make such payment the Company consummates a Company Acquisition, the Company shall pay to Parent a fee an amount (which shall be in addition to the amount previously required to be paid) equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars $2,500,000 in immediately payable funds within one business day following such consummation. "COMPANY ACQUISITION" shall mean any of the following transactions or series of related transactions: ($32,850,000.00i) (a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the “Termination Fee Amount”) by wire transfer Company pursuant to which the shareholders of the Company immediately available funds to an account preceding such transaction or accounts designated series of related transactions hold less than 60% of the equity interests in writing by Parent. the surviving or resulting entity of such transaction or transactions; (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with a sale and as a condition to the effectiveness of such termination, issuance by the Company shall pay to Parent a fee equal to of shares of capital stock of the Termination Fee Amount by wire transfer Company which would, upon issuance, represent more than 40% of immediately available funds to an account or accounts designated in writing by Parent. the outstanding shares of capital stock of the Company; (iii) The a sale or other disposition by the Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two assets (2) Business Days after demand by Parent, excluding inventory and used equipment sold in the event that (Aordinary course of business) (1) this Agreement is terminated pursuant representing in excess of 40% of the fair market value of the Company's business immediately prior to Section 8.1(b) such sale; or (2iv) this Agreement is terminated pursuant to Section 8.1(f)(ithe acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Company), (B) following directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of 40% or more of the execution and delivery then outstanding shares of this Agreement and prior to capital stock of the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”Company.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 27,500,000 (the “Company Termination Fee AmountFee”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Company Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Company Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two three (23) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b), (2) this Agreement is terminated pursuant to Section 8.1(d) and the Termination Date was not extended to the First Antitrust Termination Date, or (23) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), or prior to the willful and material breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2A)(3) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly knownknown and not publicly withdrawn, or shall have been communicated or otherwise made known to the Company and not withdrawn (solely in the case of any termination referred to in clause (A)(2) and (A)(3) above), or any Person shall have publicly announced an intention (whether or not conditional or not withdrawn) to make an Acquisition Proposal, and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B))Transaction. For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.” Table of Contents

Company Payments. (i) In the event that If (A) this Agreement is validly terminated (x) by Parent or the Company pursuant to Section 8.1(f)(ii8.1(c) or Section 8.1(d), within two only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the limitations set forth in Section 8.1(c), or (2y) Business Days after demand by ParentParent pursuant to Section 8.1(e) (each, an “Applicable Termination”); (B) following the execution and delivery of this Agreement and prior to an Applicable Termination, (x) in the event of a termination pursuant to Section 8.1(c) or Section 8.1(e) an Acquisition Proposal for an Acquisition Transaction has been publicly announced or disclosed or otherwise communicated to the Company shall or the Company Board and not withdrawn or (y) in the event of a termination pursuant to Section 8.1(d), an Acquisition Proposal for an Acquisition Transaction has been publicly announced, disclosed or made to the Company or the Company Board and not publicly withdrawn or publicly abandoned; and (C) within twelve months following such Applicable Termination, an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company will pay to Parent a fee an amount equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 20,300,000 (the “Company Termination Fee AmountFee”) concurrently with the earlier of entry into such definitive agreement or consummation of such Acquisition Transaction, in accordance with the payment instructions which have been provided to the Company by wire transfer Parent as of immediately available funds the date of this Agreement, or as further updated by written notice by Parent from time to an account or accounts designated time. For purposes of this Section 8.3(b)(i), all references to “20%” in writing by Parentthe definition of “Acquisition Transaction” shall be deemed to be references to “50%.” (ii) In the event that If this Agreement is validly terminated pursuant to (A) Section 8.1(e)(ii8.1(c) (and at such time Parent had the right to terminate pursuant to Section 8.1(f)) or Section 8.1(d) (and at such time Parent had the right to terminate pursuant to Section 8.1(f)) or (B) Section 8.1(f), concurrently with then the Company must promptly (and as a condition to the effectiveness of in any event within three Business Days) following such termination, pay, or cause to be paid, to Parent the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Parties acknowledge and agree that in no event will the Company shall be required to pay to Parent a fee equal to the Company Termination Fee Amounton more than one occasion, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes Termination Fee may be payable pursuant to more than one provision of this Section 8.3(b)(iii), all references to “15%” Agreement at the same or at different times and “85%” in upon the definition occurrence of “Acquisition Transaction” shall be deemed to be references to “50%”different events.

Company Payments. (i) In the event that this Agreement is terminated pursuant The Company shall pay to Section 8.1(f)(ii)Parent in immediately available funds, within two one (21) Business Days business day after demand by Parent, an amount equal to $1,140,000.00 (the "TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(i) hereof. (ii) The Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of in immediately available funds to an account or accounts designated in writing funds, concurrent with a termination by Parent. (ii) In the event that Company of this Agreement is terminated pursuant to Section 8.1(e)(ii)7.1(e) hereof, concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee an amount equal to the Termination Fee, and no such termination of this Agreement shall be deemed effected until such time as the Termination Fee Amount by wire transfer of immediately available funds shall have been paid to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of in immediately available funds to an account or accounts designated in writing by Parentfunds, within two one (21) Business Days business day after demand by Parent, in an amount equal to the event that (A) (1) Termination Fee, if this Agreement is terminated by Parent pursuant to Section 8.1(b7.1(b) or Section 7.1(d) hereof and any of the following shall occur: (2A) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) if following the execution and delivery of this Agreement date hereof and prior to the Company Stockholders’ Meeting termination of this Agreement, a third party has announced an Acquisition Proposal and has not publicly definitively withdrawn such Acquisition Proposal at least five (in the case of any termination referred to in clause (A)(15) above) or business days prior to the breach earlier to occur of the End Date or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)Stockholders' Meeting, an Acquisition Proposal shall have been publicly announced or shall have become publicly knownas applicable, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this Agreement any Company Acquisition (as defined below) is consummated; or (B) if following the date hereof and prior to the termination of this Agreement, either a third party has announced an Acquisition Transaction Proposal and has not publicly definitively withdrawn such Acquisition Proposal at least five (whether 5) business days prior to the earlier to occur of the End Date or not the Acquisition Transaction referenced in Stockholders' Meeting, as applicable, and within twelve (12) months following the preceding clause (B)) is consummated or termination of this Agreement the Company enters into a letter of intent, memorandum of understanding intent or similar document or any Contract providing for any Company Acquisition. (iv) The Company shall pay to Parent in immediately available funds, within one (1) business day after demand by Parent, if this Agreement is terminated by Parent pursuant to Section 7.1(g) based on a failure to satisfy the condition set forth in Section 6.3(b) and, (x) prior to such termination, the Company has received, or a third party has announced, an Acquisition Transaction Proposal and (whether y) such breach is intended to or has the effect of facilitating such Acquisition Proposal or benefiting the person making such acquisition proposal without similarly benefiting Parent, an amount equal to the out-of-pocket fees and expenses incurred by Parent and Merger Sub in connection with the negotiation, execution and delivery of this Agreement and the transactions contemplated hereby (including, without limitation, reasonable attorney fees and expenses, reasonable advisor fees and expenses, travel costs, filing fees, printing, mailing and solicitation costs and expenses) (the "EXPENSES"); provided, that the Company shall not the Acquisition Transaction referenced be required, pursuant to this Section 7.3(b)(iv), to pay Parent for Expenses in excess of $500,000 in the preceding clause aggregate. Notwithstanding the foregoing, payment of such Expenses shall not constitute liquidated damages with respect to any claim which Parent or Merger Sub would be entitled to assert against the Company or its assets, or against any of the Company's directors, officers, employees or stockholders, with respect to any such breach, and shall not constitute the sole and exclusive remedy with respect to any such breach. (v) The Company hereby acknowledges and agrees that the agreements set forth in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made; provided, however, that if Parent makes a claim for the amounts set forth in this Section 7.3(b) that results in a judgment against Parent, Parent shall pay to the Company its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of any intentional or willful breach of, or any intentional misrepresentation made in, this Agreement. (vi) Notwithstanding anything to the contrary set forth in this Agreement, each of the parties hereto hereby expressly acknowledges and hereby agrees that, with respect to any termination of this Agreement pursuant to Section 7.1 hereof (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee is payable pursuant to this Section 7.3(b), payment of the Termination Fee shall constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would otherwise be entitled to assert against the Company or its assets, or against any of the Company's directors, officers, employees or stockholders, with respect to any such termination of this Agreement, and shall constitute the sole and exclusive remedy with respect to any such termination of this Agreement. The parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any such termination of this Agreement pursuant to Section 7.1 hereof (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee is payable pursuant to this Section 7.3(b), the right to such payment: (A) constitutes a reasonable estimate of the damages that will be suffered by reason of any such termination this Agreement and (B) shall be in full and complete satisfaction of any and all damages arising as a result of any such termination of this Agreement. Except for nonpayment of the Termination Fee pursuant to this Section 7.3(b) the parties hereto hereby agree that, upon any termination of this Agreement pursuant to Section 7.1 hereof (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee is payable pursuant to this Section 7.3(b)), in no event shall Parent or Merger Sub be entitled to seek or to obtain any recovery or judgment against the Company or any subsidiaries of the Company or any of their respective assets, or against any of their respective directors, officers, employees or stockholders for any such termination of this Agreement, and in no event shall Parent or Merger Sub be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, special, indirect or punitive damages, for any such termination of this Agreement. Notwithstanding the foregoing, payment of the Termination Fee pursuant to this Section 7.3(b) shall not constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would be entitled to assert against the Company or its assets, or against any of the Company's directors, officers, employees or stockholders, with respect to any such termination of this Agreement based upon the willful or intentional breach or intentional misrepresentation of any representations, warranties or covenants of the Company in this Agreement, and shall not constitute the sole and exclusive remedy with respect to any such termination of this Agreement based upon the willful or intentional breach or misrepresentation of any of the representations, warranties or covenants of the Company in this Agreement. (vii) For the purposes of this Section 8.3(b)(iiiAgreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than a majority of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of a majority of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), all references directly or indirectly, of beneficial ownership or a right to “15%” and “85%” acquire beneficial ownership of shares representing in excess of a majority of the definition voting power of “Acquisition Transaction” shall be deemed to be references to “50%”the then outstanding shares of capital stock of the Company.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated pursuant to Section 8.1(f)(ii8.1(d) or Section 8.1(e); (B) at the time of such termination, the conditions set forth in Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied as if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide written Acquisition Proposal shall have been publicly announced or publicly disclosed and not publicly withdrawn or otherwise abandoned; and (D) within two twelve (212) Business Days after demand by Parentmonths following such termination of this Agreement, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction then the Company shall pay promptly (and in any event within three (3) Business Days) after the earlier of (x) the consummation of, or (y) the entry into of a definitive agreement with respect to, such Acquisition Transaction pay, or cause to be paid, to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Company Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section 8.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” will be deemed to be references to “fifty and one tenth percent (50.1%).” (ii) In the event that If this Agreement is validly terminated pursuant to Section 8.1(e)(ii8.1(f), concurrently with and as a condition to the effectiveness of such termination, then the Company shall pay must promptly (and in any event within three (3) Business Days) following such termination pay, or cause to be paid, to Parent a fee equal to the Company Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company shall pay must, prior to or substantially concurrently with such termination, pay, or cause to be paid, to Parent a fee equal to the Company Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the The Company shall pay to Parent a fee equal to Thirty Two One Hundred Seventy Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00170,000,000) (the “"Termination Fee Amount”) "), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parent, in the event that: (A) (1) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(c) hereof or (2) this Agreement is terminated by Parent pursuant to Section 9.1(e)(i) hereof; (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (in the case of any termination pursuant to Section 9.1(c) hereof) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination pursuant to Section 9.1(e)(i) hereof), a proposal for a Company Acquisition Transaction shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company; and (C) within twelve (12) months following the termination of this Agreement, either a Company Acquisition Transaction (whether or not the Company Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent or Contract providing for a Company Acquisition Transaction (whether or not the Company Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 9.4(b), the term "Company Acquisition Transaction" shall have the same meaning as the term "Acquisition Transaction" under this Agreement except that (i) all references to fifteen (15%) in the definition of "Acquisition Transaction" shall be deemed to be "a majority" for purposes of this definition of a "Company Acquisition Transaction" and (ii) the reference to "eighty five percent (85%)" in the definition of "Acquisition Transaction" shall be deemed to be "a majority" for purposes of this definition of a "Company Acquisition Transaction." (ii) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(e)(ii9.1(d)(ii), concurrently with prior and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The In the event that this Agreement is terminated by Parent pursuant to Section 9.1(e)(ii) hereof, the Company shall pay to Parent a fee equal to the Termination Fee Amount, Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, Parent within two (2) one Business Days Day after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that If (A) (1) this Agreement is validly terminated pursuant to (x) Section 8.1(b8.1(c) at a time when clauses (f) and (g) of the conditions set forth in ANNEX I have been satisfied (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the limitations set forth in Section 8.1(c)(i) or Section 8.1(c)(iii)) or (2y) this Agreement is terminated by Parent pursuant to Section 8.1(f)(i8.1(d) or Section 8.1(h) (each, an “Applicable Termination”), ; (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)an Applicable Termination, an Acquisition Proposal shall have has been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company disclosed; and (C) within twelve (12) months following the termination of this Agreementsuch Applicable Termination, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for the consummation of an Acquisition Transaction Transaction, then the Company will substantially concurrently with the earlier of the execution of such definitive agreement and the consummation of such Acquisition Transaction, pay to Parent (whether or not its designee(s)) an amount equal to $13,361,743 (the Acquisition Transaction referenced “Termination Fee”), in accordance with the preceding clause (B))payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. For purposes of this Section 8.3(b)(iii8.3(b)(i), all references to “1520%” and “8580%” in the definition of “Acquisition Transaction” shall will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated pursuant to Section 8.1(e), then the Company must promptly (and in any event within two (2) Business Days) following such termination pay to Parent the Termination Fee. (iii) If this Agreement is validly terminated pursuant to Section 8.1(g), then the Company must prior to or substantially concurrently with (but no later than the date of) such termination pay to Parent the Termination Fee.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars two hundred and ninety million dollars ($32,850,000.00290,000,000) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, less the amount of Parent Expenses previously paid to Parent pursuant to Section 8.3(b)(iv), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two three (23) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, known (in the case of any termination referred to in clause (A)(1) above) or shall have been communicated or otherwise made known to the Company (in the case of any termination referred to in clause (A)(2) above), (C) at the time of the Company Stockholder Meeting (in the case of any termination referred to in clause (A)(1) above) at the time of the breach that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), such Acquisition Proposal shall still be pending and not have been publically withdrawn (in the case of any termination referred to in clause (A)(1) above) or withdrawn (in the case of any termination referred to in clause (A)(2) above) and (CD) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “1520%” and “8580%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”. (iv) In the event this Agreement is terminated pursuant to Section 8.1(b), under circumstances in which the Termination Fee Amount is not then payable by the Company pursuant to Section 8.3(b)(iii), then within three (3) Business Day after demand by Parent, the Company shall pay to Parent up to a maximum of $35,000,000 (thirty five million dollars) of Parent’s reasonable and documented out-of-pocket fees and expenses (including reasonable legal fees and expenses) incurred by Parent and its Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement (including the Financing) (the “Parent Expenses”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent; provided, that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable by the Company pursuant to Section 8.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 8.3(b)(iv); provided, further, that the payment by the Company of Parent Expenses pursuant to this Section 8.3(b)(iv) shall not relieve the Company of any subsequent obligation to pay the Termination Fee Amount pursuant to Section 8.3(b)(iii) except to the extent indicated in Section 8.3(b)(iii).

Company Payments. (i) In the event that If (A) this Agreement is validly terminated pursuant to Section 8.1(f)(ii8.1(c), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b8.1(d) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i8.1(f), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case termination of any termination referred this Agreement pursuant to in clause (A)(1) aboveSection 8.1(c), Section 8.1(d) or prior to the breach Section 8.1(f), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or inaccuracy that forms the basis for disclosed and not withdrawn or otherwise abandoned; and (C) within one year following the termination of this Agreement (in the case of any termination referred pursuant to in clause (A)(2) aboveSection 8.1(c), an Acquisition Proposal shall have been publicly announced or shall have become publicly knownSection 8.1(d), or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this AgreementSection 8.1(f), as applicable, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for the consummation of an Acquisition Transaction (whether or not Transaction, then the Company will concurrently with the consummation of such Acquisition Transaction referenced pay to Parent an amount equal to $63,540,750 (the “Company Termination Fee”), in accordance with the preceding clause (B))payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. For purposes of this Section 8.3(b)(iii8.3(b)(i), all references to “15%” and “8520%” in the definition of “Acquisition Transaction” shall will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated pursuant to Section 8.1(g), then the Company must promptly (and in any event within two Business Days) following such termination pay to Parent the Company Termination Fee, in accordance with the payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. (iii) If this Agreement is validly terminated pursuant to Section 8.1(i), then the Company must prior to or concurrently with such termination pay to Parent the Company Termination Fee in accordance with the payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time.

Company Payments. (i) In the event that The Company shall pay to Parent $78 million in immediately available funds (A) if this Agreement is terminated by Parent pursuant to Section 8.1(f)(ii10.01(c)(i) or Section 10.01(c)(iii), within two one Business Day after demand therefor by Parent or (2B) if this Agreement is terminated by the Company pursuant to Section 10.01(d)(iv), simultaneously with such termination. (ii) (A) The Company shall pay to Parent in immediately available funds, within one Business Days Day after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that 43.35 million if this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(e)(ii)10.01(b)(iii) and (B) additionally, concurrently with and as a condition if (x) prior to the effectiveness Company Stockholder Meeting, an Acquisition Proposal shall have been made or publicly announced and (y) within 12 months following the date of such termination, the Company shall have entered into a definitive agreement with respect to, recommended to its stockholders or consummated an Acquisition Proposal (provided that for purposes of this clause (B), (1) each reference to “25%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%” and (2) the last sentence of the definition of Acquisition Proposal shall be disregarded, but it being understood that any transaction of the nature described in clause (i)-(iv) of the definition of Acquisition Proposal with respect to the Greyhound business of the Company and the Subsidiaries shall be considered together with all other relevant transactions in determining whether the condition set forth in the preceding clause (B) has been satisfied), then the Company shall pay to Parent Parent, within one Business Day following the date the Company enters into a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account definitive agreement or accounts designated in writing by Parentconsummates such transaction, $34.65 million. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of in immediately available funds to an account or accounts designated in writing by Parentfunds, within two (2) one Business Days Day after demand by Parent, in the event that $43.35 million if (A) (1) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i10.01(b)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)such termination, an Acquisition Proposal shall have been made or publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) 12 months following the termination date of this Agreementsuch termination, either the Company shall have entered into a definitive agreement with respect to, recommended to its stockholders or consummated an Acquisition Transaction (whether or not the Acquisition Transaction referenced Proposal with any Person in the preceding clause (B)) is consummated or respect of whom the Company enters into a letter was obligated prior to such termination to give notice to Parent pursuant to the second sentence of intentSection 8.06(d) or any Affiliate of any such Person (any such Person or Affiliate, memorandum of understanding or Contract providing an “Interested Person”) (provided that for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iiiclause (iii), all references (1) each reference to “15%” and “8525%” in the definition of “Acquisition Transaction” Proposal shall be deemed to be references a reference to “50%” and (2) the last sentence of the definition of Acquisition Proposal shall be disregarded, but it being understood that any transaction of the nature described in clause (i)-(iv) of the definition of Acquisition Proposal with respect to the Greyhound business of the Company and the Subsidiaries shall be considered together with all other relevant transactions in determining whether the condition set forth in the preceding clause (C) has been satisfied). (iv) If (A) this Agreement is terminated by either Parent or the Company pursuant to Section 10.01(b)(i), (B) prior to such termination, an Acquisition Proposal shall have been made or publicly announced and (C) within 6 months following the date of such termination, the Company shall have entered into a definitive agreement with respect to, recommended to its stockholders or consummated an Acquisition Proposal with any Person other than an Interested Person pursuant to which the sum (the “Total Consideration”) of (x) the Net Debt to be assumed by such Person as of the date (the “Measurement Date”) such definitive agreement is entered into or, if earlier, the date such Acquisition Proposal is recommended by the Company to its stockholders and (y) the aggregate consideration (the “Aggregate New Consideration”) received or expected to be received by the Company and its stockholders in connection with the Acquisition Proposal (calculated in the case of an Acquisition Proposal that relates to less than all of the outstanding Company Stock as if all of the outstanding Company Stock were being acquired at the per share price implied by such Acquisition Proposal and with any portion of the Aggregate New Consideration that is not cash being deemed to have a value for these purposes equal to its fair market value as of the Measurement Date) exceeds $3.601 billion, then the Company shall pay to Parent in immediately available funds, within one Business Day after demand by Parent, the lesser of (1) $43.35 million and (2) the excess of the Total Consideration over $3.601 billion (provided that for purposes of this clause (iv), (x) each reference to “25%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%” and (y) the last sentence of the definition of Acquisition Proposal shall be disregarded, but it being understood that any transaction of the nature described in clause (i)-(iv) of the definition of Acquisition Proposal with respect to the Greyhound business of the Company and the Subsidiaries shall be considered together with all other relevant transactions in determining whether the condition set forth in the preceding clause (C) has been satisfied). (v) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(ii), the Company shall reimburse Parent and its Affiliates in immediately available funds, within one Business Day after demand by Parent, for 100% of their reasonable and documented out-of-pocket fees and expenses (including the reasonable fees and expenses of their counsel) actually incurred by any of them in connection with this Agreement and the transactions contemplated hereby including the arrangement of, obtaining the commitment to provide or obtaining any debt or equity financing for such transactions, provided that the amount of such reimbursement shall not exceed $43.35 million.

Company Payments. (i) In the event that this Agreement is validly terminated pursuant to Section 8.1(f)(ii8.1(d), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee an amount in cash equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount1.25 million, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after the Company receives a written demand by for payment from Parent, in . (ii) In the event that (A) (1) this Agreement is validly terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i8.1(d), (B) at the time of such termination, the conditions set forth in Section 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date, (C) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting termination of this Agreement pursuant to Section 8.1(d), a Competing Acquisition Transaction shall have been publicly announced and not withdrawn or otherwise abandoned, and (in the case of any termination referred to in clause (A)(1D) above) or prior to the breach or inaccuracy that forms the basis for within one year following the termination of this Agreement (in the case of any termination referred pursuant to in clause (A)(2) aboveSection 8.1(d), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to either the Company and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Competing Acquisition Transaction referenced in the immediately preceding clause (B)C) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for an Acquisition Transaction (whether or not the Competing Acquisition Transaction referenced in the immediately preceding clause (B)). For purposes of this C) and such Competing Acquisition Transaction is subsequently consummated, then the Company shall pay to Parent the Company Termination Fee less any amount paid to Parent in accordance with Section 8.3(b)(iii8.3(b)(i), all references by wire transfer of immediately available funds to “15%” and “85%” an account or accounts designated in writing by Parent, within two Business Days after the definition Company receives written demand for payment from Parent. (iii) In the event that this Agreement is validly terminated pursuant to Section 8.1(f), the Company shall pay to Parent the Company Termination Fee, by wire transfer of “Acquisition Transaction” immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after the Company receives a written demand for payment from Parent. (iv) In the event that this Agreement is validly terminated pursuant to Section 8.1(h), the Company shall be deemed pay to be references Parent the Company Termination Fee, by wire transfer of immediately available funds to “50%”an account or accounts designated in writing by Parent, as a condition to the effectiveness of such termination. (v) In the event this Agreement is validly terminated pursuant to Section 8.1(e), the Company shall pay to Parent an amount in cash equal to $1.25 million, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after the Company receives a written demand for payment from Parent.

Company Payments. (i) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(f)(ii), within two (2Section8.1(c)(ii) Business Days after demand by Parent, the Company shall concurrently with (and as a condition precedent to its right to terminate pursuant to Section 8.1(c)(ii), if applicable), pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars five million two hundred fifty thousand dollars ($32,850,000.005,250,000) in immediately available funds (the “"Termination Fee Amount”Fee") by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two five (25) Business Days business days after demand by Parent, in the event that (A1) (1A)this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) and all of the conditions (other than the conditions set forth in paragraphs (c) and (e)) set forth in Annex A hereto are immediately prior to such termination satisfied (without giving effect to any waiver thereof) and the Minimum Condition has not been satisfied, or (B) this Agreement is terminated by Parent pursuant to Section 8.1(b8.1(d)(ii) hereof prior to the Appointment Time, or (2C) this Agreement is terminated by Parent pursuant to Section 8.1(f)(i)8.1(d)(iii) hereof prior to the Appointment Time, and (B2) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above)Agreement, a third party shall publicly make an Acquisition Proposal (or with respect to infoUSA, Inc. and DII Acquisition Corp., such entities shall modify their existing Acquisition Proposal such that the net cash price offered to Company Securityholders exceeds the Offer Price) and shall not have been publicly announced or shall have become publicly knownwithdrawn such Acquisition Proposal, or shall have been communicated or otherwise made known to the Company and (C3) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”Acquisition.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 7,000,000 (the “"Termination Fee Amount”Fee") by wire transfer of in immediately available funds (A) within one (1) business day after demand by Parent following termination of this Agreement if this Agreement is terminated by Parent pursuant to Section 7.1(g) or (B) if this Agreement is terminated by Parent pursuant to Section 7.1(h), upon the earlier of (x) 10 days after demand by Parent following termination of this Agreement and (y) the consummation of an account Acquisition Transaction with another party or accounts designated in writing by Parentthe entering into of an agreement providing for the consummation of an Acquisition Proposal with another party. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee in immediately available funds, within one (1) business day after termination of this Agreement, an amount equal to all out-of-pocket expenses and fees incurred by Parent arising out of, or in connection with or related to, the Termination Fee Amount transactions contemplated by wire transfer this Agreement, including, without limitation, all fees and expenses of immediately available funds agents, counsel, commercial banks, investment banking firms, accountants, experts and consultants to an account or accounts designated in writing Parent and its affiliates if this Agreement is terminated by ParentParent pursuant to Section 7.1(f). (iii) The Company shall pay to Parent a fee in immediately available funds, within one (1) business day after demand by Parent following the consummation of an Acquisition Transaction with another party or the entering into of an agreement providing for the consummation of an Acquisition Proposal with another party, an amount equal to the Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that if (A) (1) this Agreement is terminated by Parent or Company, as applicable, pursuant to Section 8.1(b7.1(b) or (d) and (B)(1) within 18 months of termination of this Agreement, Company shall enter into an agreement for an Acquisition Transaction or shall consummate an Acquisition Transaction; (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred pursuant to in clause (A)(2) aboveSection 7.1(b), an Acquisition Proposal shall have been made known to Company or to Company stockholders generally or any person shall have publicly announced an intention (whether or not conditional and whether or not such Acquisition Proposal shall have become publicly known, been rejected or shall have been communicated withdrawn or otherwise made known terminated prior to the Company and (C) within twelve (12) months following the Stockholders' Meeting or any termination of this Agreement, either ) to make an Acquisition Transaction Proposal or (3) in the case of termination pursuant to Section 7.1(d), prior to or during the Company Stockholders' Meeting (or any subsequent meeting of the Company stockholders at which it is proposed that the Merger be approved), an Acquisition Proposal shall have been made directly to the Company stockholders generally or any person shall have publicly announced an intention (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (conditional and whether or not such Acquisition Proposal shall have been rejected or shall have been withdrawn or terminated prior to the Company Stockholders' Meeting or any termination of this Agreement) to make an Acquisition Transaction referenced Proposal. (iv) Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent would not enter into this Agreement; accordingly, if Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Subject to Section 8.7, payment of the fees described in this Section 7.3(b) shall be in lieu of damages incurred in the preceding clause (B)). For purposes event of breach of this Section 8.3(b)(iii), all references to “15%” Agreement other than a material and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”willful breach.

Company Payments. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f)(ii), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) 27,500,000 (the “Company Termination Fee AmountFee”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Company Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Company Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two three (23) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b), (2) this Agreement is terminated pursuant to Section 8.1(d) and the Termination Date was not extended to the First Antitrust Termination Date, or (23) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), or prior to the willful and material breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2A)(3) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly knownknown and not publicly withdrawn, or shall have been communicated or otherwise made known to the Company and not withdrawn (solely in the case of any termination referred to in clause (A)(2) and (A)(3) above), or any Person shall have publicly announced an intention (whether or not conditional or not withdrawn) to make an Acquisition Proposal, and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B))Transaction. For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%.”.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated pursuant to Section 8.1(f)(ii8.1(c), within two (2) Business Days after demand by Parent, the Company shall pay to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (ii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii), concurrently with and as a condition to the effectiveness of such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b8.1(d) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i8.1(e), ; (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case termination of any termination referred this Agreement pursuant to in clause (A)(1) aboveSection 8.1(c), Section 8.1(d) or prior to the breach Section 8.1(e), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or inaccuracy that forms the basis for disclosed and not withdrawn or otherwise abandoned; and (C) within one (1) year following the termination of this Agreement (in the case of any termination referred pursuant to in clause (A)(2) aboveSection 8.1(c), an Acquisition Proposal shall have been publicly announced Section 8.1(d) or shall have become publicly knownSection 8.1(e), or shall have been communicated or otherwise made known to the Company and (C) within twelve (12) months following the termination of this Agreementas applicable, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract definitive agreement providing for the consummation of an Acquisition Transaction (whether or not the such Acquisition Transaction referenced is subsequently consummated), then the Company will substantially concurrently with the earlier of the execution of such definitive agreement or the consummation of such Acquisition Transaction, pay (or cause to be paid) to Parent (or its equity holders in accordance with Section 8.3(b)(iv)) an amount equal to $20,600,000 (the preceding clause (B“Company Termination Fee”); provided, that if Parent has previously been paid the Parent Expenses pursuant to Section 8.3(b)(v), the amount of the Company Termination Fee payable pursuant to this Section 8.3(b)(i) shall be reduced by the amount of such Parent Expenses actually paid to Parent. For purposes of this Section 8.3(b)(iii8.3(b)(i), all references to “15%” and “8525%” in the definition of “Acquisition Transaction” shall will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated pursuant to Section 8.1(f), then the Company shall promptly (and in any event within two (2) Business Days) following such termination, pay (or cause to be paid) to Parent (or its equity holders in accordance with Section 8.3(b)(iv)) the Company Termination Fee. (iii) If this Agreement is validly terminated pursuant to Section 8.1(h), then prior to or concurrently with such termination the Company shall pay (or cause to be paid) to Parent (or its equity holders in accordance with Section 8.3(b)(iv)) the Company Termination Fee; provided, that if such termination occurs prior to the Cut-off Date and the Company has entered into a definitive Alternative Acquisition Agreement to consummate an Acquisition Transaction with a Person or group of Persons that is an Exempted Party at the time of such termination, then the “Company Termination Fee” shall mean an amount equal to $10,300,000. (iv) The Parties agree that, to the extent the Company is required to pay the Company Termination Fee in an amount that exceeds Parent and Merger Sub’s expenses or out of pocket costs incurred in connection with this Agreement and the Transactions, such excess (“Holder Damages”) represents an amount of damages payable in respect of losses suffered by the direct or indirect equity holders of Parent. Accordingly, in the event a Company Termination Fee is payable pursuant to this Section 8.3, Parent shall in its discretion determine the extent, if any, to which such fee constitutes Holder Damages, and the Company shall pay such Holder Damages for the account of such direct or indirect equity holders of Parent to one or more (but in no event more than five (5)) accounts specified in writing by Parent. (v) If this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or Parent pursuant to Section 8.1(e), then the Company shall promptly (and in any event within two (2) Business Days) following delivery by Parent to the Company of a written statement setting forth the amount of such Parent Expenses, pay (or cause to be paid) to Parent the Parent Expenses.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated pursuant to Section 8.1(f)(ii8.1(c) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(c)); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicity announced and not withdrawn or otherwise abandoned; and (C) within two twelve (12) months following such termination of this Agreement, either (1) an Acquisition Proposal is consummated or (2) Business Days after demand by Parentthe Company enters into a definitive agreement providing for the consummation of an Acquisition Proposal (which Acquisition Proposal need not be the same Acquisition Proposal referred to in clause (B)) and such Acquisition Proposal is subsequently consummated, then the Company shall pay promptly (and in any event within three (3) Business Days) after such consummation pay, or cause to be paid, to Parent a fee equal to Thirty Two Million Eight Hundred Fifty Thousand Dollars ($32,850,000.00) (the “Company Termination Fee Amount”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section 8.3(b), all references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%.” (ii) In the event that If this Agreement is validly terminated pursuant to Section 8.1(e)(ii8.1(d), concurrently with and as a condition to the effectiveness of such termination, then the Company shall pay must promptly (and in any event within three (3) Business Days) following such termination pay, or cause to be paid, to Parent a fee equal to the Company Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company shall pay must prior to or concurrently with such termination pay, or cause to be paid, to Parent a fee equal to the Company Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) (1) this Agreement is terminated pursuant to Section 8.1(b) or (2) this Agreement is terminated pursuant to Section 8.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the Company Stockholders’ Meeting (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (C) 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 (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 8.3(b)(iii), all references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”.