Common use of Company Termination Fee Clause in Contracts

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (ai) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c8.01(d) (Termination for Superior Proposalor by Parent pursuant to Section 8.01(e), then the Company shall, shall within two three (23) Business Days after the date of such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii)termination, pay Parent Parent, as liquidated damages and not as a fee equal penalty and as the sole and exclusive remedy of Parent, Merger Sub I and Merger Sub II against the Company and its Subsidiaries and any of their respective Affiliates, shareholders or Representatives for any loss or damage suffered as a result of the failure of the Mergers to $356,000,000 (be consummated, the “Company Termination Fee”) less any amount Fee by wire transfer of Parent Expenses previously paid by the Companyimmediately available funds. (bii) If (i) this Agreement is terminated by Parent or either the Company or Parent pursuant to Section 8.2(a) (Termination Date8.01(c) or 8.2(bby Parent pursuant to Section 8.01(g) as a result of a breach of any covenant or agreement contained in this Agreement and (Shareholder Vote), (iiA) prior to such termination referred to in clause (i) of this sentence, but at any time after the date of this Agreementhereof and prior to the Company Shareholders Meeting or the breach giving rise to Parent’s right to terminate under Section 8.01(g), respectively, a Company Acquisition Takeover Proposal shall have been publicly announced or publicly made known to the Company Special Committee or any the shareholders of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (Company or any Person shall have publicly announced a bona fide written intention, an intention (whether or not conditional, ) to make a Takeover Proposal and such Takeover Proposal or such intent has not been publicly withdrawn or repudiated by such Person prior to the Company Acquisition Proposal) andShareholders Meeting or the breach, in each case, not withdrawnrespectively, and (iiiB) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)such termination, the Company either consummates a Company Acquisition such Takeover Proposal or enters into an a definitive agreement contemplating a Company Acquisition Proposal, then to consummate such Takeover Proposal and the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of thereafter consummates such entry Takeover Proposal (whether or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to not within such term in Section 6.2(d), except that the references to “twenty twelve (20%12) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(bmonth period), then the Company shall upon the consummation of such Takeover Proposal, pay to Parent, as liquidated damages and not as a penalty and as the sole and exclusive remedy of Parent, Merger Sub I and Merger Sub II against the Company and its Subsidiaries and any of their respective Affiliates, shareholders or Representatives for any loss or damage suffered as a result of the failure of the Mergers to be consummated, the Company Termination Fee by wire transfer of immediately available funds. (iii) Notwithstanding anything to the contrary contained in this Agreement, a fee equal Parent’s right to $25,000,000 (receive payment of the “Company Termination Fee pursuant to this Section 8.02(b) constitute the sole and exclusive remedy of Parent Expenses”) as promptly as practicable (andor any of its Affiliates against the Company, in or any eventof its Affiliates or any of their respective partners, within two Business Days following members, shareholders or Representatives for any and all losses that may be suffered based upon, resulting from or arising out of the circumstances giving rise to such termination, and upon payment of the Company Termination Fee in accordance with this Section 8.02(b), none of the Company or any of its Affiliates or any of their respective partners, members, shareholders or Representatives shall have any further liability or obligation relating to or arising out of this Agreement, the Mergers or the other transactions contemplated hereby.

Company Termination Fee. (ai) If In the event that this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change 9.1(c)(i), or in Recommendation) or (ii) the event that this Agreement is terminated by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal9.1(d)(ii), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) andthen, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to in the amount of $25,000,000 135,500,000 (the “Parent ExpensesCompany Termination Fee”) at or prior to the termination of this Agreement in the case of a termination pursuant to Section 9.1(d)(ii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 9.1(c)(i). (ii) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii), or in the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(ii) in respect of a Willful Breach by the Company of a covenant or agreement contained in this Agreement, and in each case at any time after the date of this Agreement prior to such termination (i) a Company Acquisition Proposal has been made to the Company and publicly announced and has not been withdrawn prior to the termination of this Agreement (or prior to the Company Stockholders’ Meeting in the case of a termination pursuant to Section 9.1(b)(iii)) and (ii) within twelve months after such termination, the Company (A) enters into an agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated or (B) consummates a Company Acquisition Proposal, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee less the amount of any Parent Expenses previously paid by the Company concurrently with the consummation of such transaction arising from such Company Acquisition Proposal (and in any event, within two Business Days following such consummation); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(a)(ii), references to “15%” and “85%” shall be replaced by “50%”).

Company Termination Fee. (ai) If In the event that this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (iix) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal8.1(d)(iii), then the Company shall, within two (2y) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (iiby Parent pursuant to Section 8.1(e)(ii), pay Parent a fee equal to $356,000,000 or (the “Company Termination Fee”z) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a8.1(f) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) if prior to such termination referred the vote to in clause (i) approve this Agreement at the Stockholders Meeting or any postponement or adjournment thereof, the Board of this sentence, but after the date Directors of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or committee thereof (A) shall have been made directly to the Company’s shareholders a Change of Recommendation or (whether or not conditionalB) (or any Person shall have recommended, adopted or approved, or publicly announced a bona fide written intentionproposed to recommend, whether adopt or not conditionalapprove, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company any Acquisition Proposal or enters into an agreement contemplating a Company Acquisition ProposalProposal Documentation, then the Company shall pay the Company Termination FeeFee to Parent, less any amount at or prior to the time of Parent Expenses previously paid by termination in the Company, concurrently with the earlier case of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company a termination pursuant to Section 8.2(b8.1(d)(iii) or as promptly as reasonably practicable in the case of a termination pursuant to Section 8.1(e)(ii) or Section 8.1(f), then the Company shall pay to Parent, payable by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable same day funds (and, in any event, within two Business Days business days following such termination). For purposes of this Agreement, the “Company Termination Fee” means $14,200,000. (ii) In the event that this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(c) or Section 8.1(f) (other than in the circumstances described in Section 8.2(b)(i)) or by Parent pursuant to Section 8.1(e)(i) and (A) at any time after the date of this Agreement and prior to such termination (in the case of a termination pursuant to Section 8.1(c)), or prior to the breach giving rise to Parent’s right to terminate under Section 8.1(e)(i) (in the case of a termination pursuant to Section 8.1(e)(i)) or prior to the taking of a vote to approve this Agreement at the Stockholders Meeting or any postponement or adjournment thereof (in the case of a termination pursuant to Section 8.1(f)) an Acquisition Proposal shall have been made known to the Board of Directors of the Company or shall have been publicly announced or publicly made known to the stockholders of the Company, and not withdrawn prior to such termination, such breach or such taking of a vote to approve this Agreement, as applicable, and (B) within twelve months after such termination, the Company shall have entered into a definitive agreement with respect to, or shall have consummated, such Acquisition Proposal, then, in any such event, the Company shall pay to Parent the Company Termination Fee, such payment to be made upon the earlier of the Company entering into an agreement providing for, or consummating, such Acquisition Proposal, by wire transfer of same day funds. For the purpose of this Section 8.2(b), all references in the term Acquisition Proposal to “10% or more” will be deemed to be references to “more than 50%”.

Company Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (ai) If Parent shall terminate this Agreement pursuant to Section 9.1(d); (ii) (A) this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(ii), (iB) this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(i) and the Company Stockholder Approval shall not theretofore have been obtained or (C) this Agreement is terminated by Parent pursuant to Section 8.4(a9.1(e) (Company Change in Recommendation) or (ii) by and the Company pursuant to Section 8.3(c) Stockholder Approval shall not theretofore have been obtained, and in each case of clauses (Termination for Superior ProposalA), then (B) and (C), after the date of this Agreement but on or before the date of any such termination an Acquisition Proposal shall have been made and become publicly known whether or not withdrawn, (x) prior to the Company shall, within two Stockholder Meeting (2) Business Days after such termination in the case of a termination contemplated by clause (ii)(A)) or (y) prior to the date of such termination (in the case of a termination contemplated by clause (ii)(B) or (ii)(C)); or (iii) the Company shall terminate this Agreement pursuant to Section 9.1(f), then in any case as described in clause (i), (ii) or (iii) the Company shall pay (or cause to be paid) to Parent (by wire transfer of immediately available funds), (x) in the case described in clause (i) or concurrently with such termination in the case of clause (iiiii), pay Parent a fee equal to of $356,000,000 1,715,000,000 (one billion seven hundred fifteen million dollars) (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after not later than the date of termination of this Agreement, a Company Acquisition Proposal shall have been publicly made and (y) in the case described in clause (ii), an amount equal to the Company Termination Fee not later than the earlier of the date an Acquisition Proposal is consummated or a definitive agreement is entered into by the Company providing for any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, as long as, in each either case, not withdrawn, and (iii) such Acquisition Proposal is consummated or such definitive agreement is executed within twelve (12) months after the date of a termination of this Agreement; provided, however, that for the purpose of this clause (y), all references in either the definition of Acquisition Proposal to 20% shall instead refer to 50%. The Company acknowledges that the agreements contained in this Section 10.5(a) are an integral part of the cases referred transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to in clause (i) of pay timely any amount due pursuant to this Section 8.5(b10.5(a) and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the amount payable to Parent pursuant to this Section 10.5(a), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then 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 amount so payable at the rate on six (6)-month United States Treasury obligations (as of the date such payment was required to be made pursuant to this Agreement) plus three percent (3%). Subject in all cases to Section 9.2, in circumstances where the Company Termination Fee is paid in accordance with this Section 10.5(a), Parent’s receipt of the Company Termination Fee from or on behalf of the Company shall be Parent’s and Merger Subsidiary’s sole and exclusive remedy (whether based in contract, tort or strict liability, by wire transfer the enforcement of immediately available fundsany assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable laws or otherwise) against the Company and its Subsidiaries and any of their respective former, current or future direct or indirect equity holders, general or limited partners, controlling persons, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees for all losses and damages suffered as a fee equal result of the failure of the Merger or the other Transactions to $25,000,000 (be consummated, for any breach or failure to perform hereunder or otherwise, and upon payment of such amount, no such Person shall have any further liability or obligation relating to or arising out of this Agreement or the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)Transactions.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c8.1(c)(ii) (Termination for Superior Proposalor by Parent pursuant to Section 8.1(d)(i), then the Company shall, within two shall pay to Parent (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (iias directed by Parent), pay Parent a fee equal to by wire transfer of same day funds, $356,000,000 23,450,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) prior to or concurrently with such termination. If (i) this Agreement is terminated by Parent or either the Company or Parent pursuant to Section 8.2(a) (Termination Date8.1(b)(i) or 8.2(bSection 8.1(b)(ii) (Shareholder Voteor by Parent pursuant to Section 8.1(d)(ii), then, in the event that, (iii) prior to such termination referred to in clause (i) the occurrence of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company action or any of its Subsidiaries or shall have been made directly event that gave rise to the Company’s shareholders (whether or not conditionalParent’s right to terminate pursuant to Section 8.1(b)(i), Section 8.1(b)(ii) (or Section 8.1(d)(ii), as applicable, any Person Third Party shall have publicly announced a bona fide written intentionmade, whether proposed, communicated or not conditional, disclosed an intention to make a Company Acquisition Takeover Proposal, which Takeover Proposal was not retracted or rescinded prior to the occurrence of the action or event that gave rise to the Company’s or Parent’s right to terminate pursuant to Section 8.1(b)(i), Section 8.1(b)(ii) andor Section 8.1(d)(ii), in each case, not withdrawn, as applicable and (iiiii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) termination of this Section 8.5(b)Agreement, the Company consummates enters into a Company Acquisition definitive agreement with respect to a Takeover Proposal or enters into an agreement contemplating a Company Acquisition Proposalany Takeover Proposal is consummated (whether or not the applicable Takeover Proposal is the same as the original Takeover Proposal publically made, proposed, communicated or disclosed), then the Company shall pay pay, or cause to be paid, to Parent, on the earlier of the date the Company enters into a Takeover Proposal Agreement or the date a Takeover Proposal is consummated, by wire transfer of same day funds, the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for . For purposes of this Section 8.5(b8.4(a), each reference in the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references definition of Takeover Proposal to “twenty fifteen percent (2015%) or more)” shall will be deemed to be references to “fifty percent (50%).” (b) If paid, the Company Termination Fee shall be the sole and exclusive remedy of Parent, the Purchaser and their Affiliates against the Company, any Company Subsidiary and any Company Representative for any loss or more”damage suffered as a result of the breach of any representation, warranty or covenant contained in this Agreement by the Company, any Company Subsidiary or any Company Representative and the failure of the Offer or the Merger to be consummated and, upon payment of the Company Termination Fee in accordance with Section 8.4(a), none of the Company, any Company Subsidiary or any Company Representative shall have further liability or obligation to Parent, the Purchaser or any other Person relating to or arising out of this Agreement or the transactions contemplated by this Agreement; provided, however, that the provisions of this Section 8.4(b) shall be disregarded and Section 8.2 shall apply if the Company, any Company Subsidiary or any Company Representative shall have breached any provision of Section 6.4. In For the avoidance of doubt, in no event shall the Company be required obligated to pay pay, or cause to be paid, the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If The Company acknowledges that the agreements contained in this Agreement is terminated Section 8.4 are an integral part of the transactions contemplated by Parent or this Agreement. In the Company pursuant to Section 8.2(b), then event that the Company shall fail to pay to Parentthe Company Termination Fee when due, the Company shall also be liable for the costs and expenses actually incurred or accrued by wire transfer Parent and the Purchaser (including fees and expenses of immediately available funds, a fee equal to $25,000,000 (counsel) in connection with the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)collection under and enforcement of this Section 8.4.

Company Termination Fee. (ai) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c8.01(f) (Termination for Superior Proposalor by CF Corp pursuant to Section 8.01(c) or Section 8.01(g), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or shall concurrently with such termination in the case of clause (ii)termination, pay CF Corp, as liquidated damages and not as a penalty and as the sole and exclusive remedy of CF Corp, Parent and Merger Sub against the Company and its Subsidiaries and any of their respective Affiliates, stockholders or Representatives for any loss or damage suffered as a fee equal result of the failure of the Merger to $356,000,000 (be consummated, the “Company Termination Fee”) less any amount Fee by wire transfer of Parent Expenses previously paid by the Companyimmediately available funds. (bii) If (i) this Agreement is terminated by Parent either CF Corp or the Company pursuant to Section 8.2(a) (Termination Date8.01(d) or 8.2(bby CF Corp pursuant to Section 8.01(i) and (Shareholder Vote), (iiA) prior to such termination referred to in clause (i) of this sentence, but at any time after the date of this Agreementhereof and prior to the Company Stockholders Meeting or the breach giving rise to CF Corp’s right to terminate under Section 8.01(i), respectively, a Company Acquisition Takeover Proposal shall have been publicly announced or publicly made known to the Company Board of Directors or any the stockholders of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (Company or any Person shall have publicly announced a bona fide written intention, an intention (whether or not conditional, ) to make a Takeover Proposal and such Takeover Proposal or such intent has not been publicly withdrawn or repudiated by such Person prior to the Company Acquisition Proposal) andStockholders Meeting or the breach, in each case, not withdrawnrespectively, and (iiiB) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)such termination, the Company either consummates a Company Acquisition such Takeover Proposal or enters into an a definitive agreement contemplating a to consummate such Takeover Proposal and the Company Acquisition Proposalthereafter consummates such Takeover Proposal (whether or not within such twelve (12) month period), then the Company shall upon the earliest of the consummation of such Takeover Proposal or the entry into such definitive agreement with respect thereto, pay CF Corp, as liquidated damages and not as a penalty and as the sole and exclusive remedy of CF Corp, Parent and Merger Sub against the Company and its Subsidiaries and any of their respective Affiliates, stockholders or Representatives for any loss or damage suffered as a result of the failure of the Merger to be consummated, the Company Termination FeeFee by wire transfer of immediately available funds; provided, less any amount of Parent Expenses previously paid by that for the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b8.02(b)(ii), all references in the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references Takeover Proposal to “twenty (20%) 15% or more” shall be deemed to be references to “fifty percent (more than 50%) or more.”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (a) If this Agreement is terminated In the event that: (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (iA) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a8.01(c)(i) (Termination Date) or 8.2(b) (Shareholder Voteother than a termination because of a breach of Section 4.06(b)), (iiB) prior to such termination referred to in clause (i) of this sentence, but at any time after the date of this Agreementhereof and prior to the breach giving rise to Parent’s right to terminate under Section 8.01(c)(i), a Company Acquisition Takeover Proposal shall have been publicly announced or publicly made known to the holders of Company or any of its Subsidiaries or shall have been made directly Shares and not withdrawn at least three (3) business days prior to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, such breach and (iiiC) within twelve (12) months after such termination, the date of Company either consummates any Takeover Proposal or enters into a termination in either of definitive written agreement to consummate any Takeover Proposal and the cases referred to in clause Company thereafter consummates any Takeover Proposal (iwhether or not within such twelve (12) of this Section 8.5(bmonth period), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay to Parent or its designee the Company Termination Fee, less any amount Fee by wire transfer of Parent Expenses previously paid by same-day funds within two (2) business days after the Company, concurrently with consummation of the earlier of such entry or consummationTakeover Proposal; provided that solely for purposes of this Section 8.5(b8.03(a)(i), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” in the definition of Takeover Proposal shall be deemed to be references to “50%”; (ii) (A) this Agreement is terminated by either Parent or the Company pursuant to Section 8.01(b)(iii), (B) at any time after the date hereof and prior to the Company Shareholders Meeting, a Takeover Proposal shall have been publicly announced or publicly made known to the holders of Company Shares and not publicly withdrawn at least ten (10) business days prior to the Company Shareholders Meeting and (C) within twelve (12) months after such termination, the Company either consummates any Takeover Proposal or enters into a definitive written agreement to consummate any Takeover Proposal and the Company thereafter consummates any Takeover Proposal (whether or not within such twelve (12) month period), the Company shall pay to Parent or its designee the Company Termination Fee by wire transfer of same-day funds within two (2) business days after the consummation of the Takeover Proposal; provided, however, that if the Takeover Proposal that is consummated by the Company does not involve the Person who made the Takeover Proposal described in clause (B) or an Affiliate of such Person, the amount payable under this Section 8.03(a)(ii) shall be reduced to fifty percent (50%) of the Company Termination Fee (the “Alternate Fee”); provided, further, that for purposes of this Section 8.03(a)(ii), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”; (iii) this Agreement is terminated by the Company pursuant to Section 8.01(d)(ii), the Company shall pay the Company Termination Fee to Parent or more”its designee by wire transfer of same-day funds simultaneously with such termination; or (iv) this Agreement is terminated by Parent pursuant to Section 8.01(c)(ii), the Company shall pay the Company Termination Fee to Parent or its designee by wire transfer of same-day funds within two (2) business days after such termination. In no event shall the Company be required to pay (x) the Company Termination Fee or the Parent Expenses on Alternate Fee more than one occasiononce or (y) both of the Company Termination Fee and the Alternate Fee. (cb) If Each of the parties acknowledges that the agreements contained in this Agreement is terminated by Parent or Section 8.03 are an integral part of the Transactions, and that without these agreements, the other parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.2(b)8.03, then and, in order to obtain the payment, Parent commences an Action which results in a judgment against the Company for the payment set forth in this Section 8.03, the Company shall pay Parent for its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Action, together with interest on such amount at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (be made through the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following date such termination)payment was actually received.

Company Termination Fee. (ai) If In the event that (A) this Agreement is terminated (i1) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a9.1(b) (Termination Dateprovided, that (x) or 8.2(b) (Shareholder Votethe Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b), (iiy) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) 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)), or (2) by Parent pursuant to Section 9.1(d), (B) following the execution and delivery of this Agreement and prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company an Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries announced or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have become publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) disclosed and, in each either case, shall not withdrawnhave been publicly withdrawn prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”), and (iiiC) within twelve (12) months after the date of a following such termination in either of the cases referred to in clause (i) of this Section 8.5(b)Agreement, the Company consummates a Company Acquisition Proposal or enters into an a definitive agreement contemplating a Company with any third party with respect to any Competing Acquisition ProposalTransaction that is later consummated or any Competing Acquisition Transaction is consummated, then the Company shall pay to Parent $230,000,000 (the “Company Termination Fee”), less any amount by wire transfer of Parent Expenses previously paid immediately available funds to an account or accounts designated in writing by Parent, upon the Company, concurrently with the earlier consummation of such entry or consummation; provided that solely for Competing Acquisition Transaction. For purposes of this Section 8.5(b)the foregoing, the term a “Company Competing Acquisition ProposalTransaction” shall have the same meaning assigned to such term in Section 6.2(d), as an “Acquisition Transaction” except that the (i) all references therein to (x) “more than twenty percent (20%) or more)” shall be deemed to be references to “more than fifty percent (50%)” and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or more”. In no event shall (3) together with other transactions entered into by the Company be required during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major markets. (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 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 Parent Expenses on more than one occasioneffectiveness of such termination. (ciii) If In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b9.1(f), then the Company shall pay to ParentParent the Company Termination Fee, as promptly as practicable (and in any event within two (2) Business Days following such termination), by wire transfer of immediately available fundsfunds to an account or accounts designated in writing by Parent. (iv) The payment by the Company of the Company Termination Fee pursuant to this Section 9.4(b) shall be the sole and exclusive remedy of Parent and Acquisition Sub in the event of termination of this Agreement under circumstances requiring the payment of the Company Termination Fee pursuant to this Section 9.4(b), other than with respect to claims for, arising out of or in connection with fraud or in the case of a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)willful material breach or intentional material breach of this Agreement.

Company Termination Fee. The Company shall pay Acquiror a termination fee in the aggregate amount of (ax) If Seven Million Dollars ($7,000,000) plus (y) the aggregate amount of fees and expenses including all reasonable legal, financial and accounting fees, incurred by Acquiror in connection with the negotiating, drafting and carrying out the terms of this Agreement and the transactions contemplated hereby, in the manner and at the time set forth in Section 10.2(c), in the event that this Agreement is terminated as follows: (i) by Parent If Acquiror shall terminate this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation10.1(f)(i) or (ii); (ii) by If the Company shall terminate this Agreement pursuant to Section 8.3(c10.1(e)(i); or (iii) In the event that (Termination for Superior Proposal), then A) an Acquisition Proposal involving the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company announced, commenced or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (otherwise become publicly known or any Person shall have publicly announced a bona fide written intention, an intention (whether or not conditional, ) to make a an Acquisition Proposal involving the Company, (B) thereafter this PALOALTO 66463 v1 (2K) -67- Agreement is terminated by either Acquiror or the Company Acquisition Proposalpursuant to (x) and, in each case, not withdrawnSection 10.1(b) for failure of the Company Merger to be consummated by the date specified therein and such failure is the result of the knowing action or inaction of the Company or (y) Section 10.1(d) for failure of the Company Shareholders to approve the adoption of this Agreement, and (iiic) within twelve (12) months after of the date termination of this Agreement, the Company enters into or consummates an Acquisition Proposal with respect to the Company. The Company shall pay Acquiror a termination fee in either the aggregate amount of (x) Two Million Dollars ($2,000,000) plus (y) the aggregate amount of fees and expenses including all reasonable legal, financial and accounting fees, incurred by Acquiror in connection with the negotiating, drafting and carrying out the terms of this Agreement and the transactions contemplated hereby, in the manner and at the time set forth in Section 10.2(c) in the event that the Acquiror terminates this Agreement pursuant to Section 10.1(f)(iii). The termination fees described above in this Section 10.2(b) are herein referred to as the “Termination Fee”. Payment of the cases referred Termination Fee to Acquiror, pursuant to this Section 10.2(b), shall be the sole and exclusive liability of the Company to and the sole remedy of Acquiror for any termination of this Agreement as set forth in clause paragraphs (i), (ii) and (iii) of this Section 8.5(b10.2(b), or the Company consummates a Company Acquisition Proposal actions, events, occurrences or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less circumstances giving rise to any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d)termination, except that in the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay case of a termination for material breach of Section 7.3 in which case the Company Termination Fee shall not be the sole remedy available to Acquiror and Acquiror shall be entitled to pursue all remedies to which it is entitled at Law or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to in equity, and as provided in Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination10.2(d).

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by the Company pursuant to Section 7.1(d), (ii) this Agreement is terminated by Parent pursuant to Section 7.1(e), or (iii) this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a) (Termination Date7.1(c) or 8.2(bSection 7.1(f) or by Parent pursuant to Section 7.1(g) and (Shareholder Vote), (iiA) prior to such termination referred to in clause (i) of this sentence, but at any time after the date of this AgreementAgreement and prior to such termination, a Company Acquisition Takeover Proposal shall have been publicly made or communicated to the senior management or the Company or any Board of its Subsidiaries Directors or shall have been publicly announced or publicly made directly known to the stockholders of the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iiiB) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)such termination, the Company consummates shall have entered into a Company Acquisition definitive agreement with respect to any Takeover Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided (that solely for purposes of this Section 8.5(bis ultimately consummated), the term “Company Acquisition Proposal” or any Takeover Proposal shall have been consummated (in each case, whether or not such Takeover Proposal is the meaning assigned to such term in Section 6.2(d)same as the original Takeover Proposal made, except that the references to “twenty (20%) communicated, publicly made known or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(bpublicly announced), then the Company shall pay to Parent, as liquidated damages and not as a penalty, the Company Termination Fee by wire transfer of immediately available fundsfunds (A) concurrently with the termination, a fee equal to $25,000,000 in the case of the preceding clause (the “Parent Expenses”i), (B) as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) in the case of clause (ii) and (C) upon the earlier of the Company entering into an agreement providing for such Takeover Proposal or the consummation of such Takeover Proposal in the case of clause (iii). For purposes of Section 7.2(b)(iii) only, the definition of “Takeover Proposal” shall be modified such that all references to “20% or more” shall be deemed references to “more than 50%”.

Company Termination Fee. (ai) If (A) this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c7.1(c)(ii), (B) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), or (C) (Termination x) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for Superior Proposal“25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shallshall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such termination in the case of clause (A) above, within two (2) three Business Days after such termination in the case of clause (iB) above, or concurrently with within three Business Days after the consummation of such termination Company Qualifying Transaction in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”C) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to above; it being understood that in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. On the payment by the Company of the Company Termination Fee as and when required by this Section 7.3(a)(i), none of the Company, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated hereby to Parent, either Merger Sub or their respective Affiliates or Representatives, except to the extent provided in Section 7.2. (cii) If this Agreement is terminated by Parent or the Company pursuant is required to withhold or deduct any amount for or on account of U.S. federal income Taxes under Section 8.2(b)1442 or 1445 of the Code from the Company Termination Fee, then the Company shall remit the full amount so withheld and deducted to the applicable Governmental Entity and the Company shall pay additional amounts to Parent (“Parent Additional Amounts”) (such additional amounts to constitute additional proceeds for the disposition by the Parent of its rights under this Agreement) as may be necessary so that the net amount received by Parent (including the Parent Additional Amounts) after such withholding or deduction is not less than the amount Parent would have received if the Taxes had not been so withheld or deducted; provided, that the Company’s obligation to pay such Parent Additional Amounts shall not apply to the extent that the obligation to withhold or deduct any amount from the Company Termination Fee arises solely as the result of Parent’s failure to deliver to the Company, by wire transfer prior to the payment of immediately available fundsthe Company Termination Fee, a fee equal properly completed and executed IRS Form W-8BEN-E establishing an exemption from withholding under the U.S.-Canada Income Tax Treaty or IRS Form W-8ECI. Furthermore, without duplication of the foregoing sentence, the Company shall indemnify and hold harmless Parent from the full amount of any Taxes imposed on Parent under Section 881(a) the Code (together with any interest and penalties and expenses paid or payable by Parent with respect thereto) with respect to $25,000,000 the receipt of the Company Termination Fee other than Taxes in respect of which amounts have been fully deducted and remitted and Parent Additional Amounts have been paid. The parties shall cooperate to minimize any Taxes required to be deducted or withheld in respect of the Company Termination Fee. At the Company’s reasonable request and expense, Parent shall use commercially reasonable efforts to obtain a refund from the applicable U.S. Governmental Entity of any Taxes in respect of which the Company has paid a Parent Additional Amount or indemnified Parent (or, if such refund cannot be obtained, to claim a credit for such Taxes). Parent shall promptly pay the “amount of any such refund or credit obtained to the Company, net of any costs, Taxes and expenses borne by Parent Expenses”with respect to such refund or credit; provided that Parent shall not be obligated to make any payment otherwise required pursuant to this sentence to the extent making such payment would place Parent in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification or Parent Additional Amount and giving rise to such refund or credit had not been deducted, withheld or otherwise imposed and the indemnification payments or Parent Additional Amount with respect to such Tax had never been paid. Parent and the Company agree: (i) to treat, for U.S. federal income Tax purposes, payment of the Company Termination Fee and any Parent Additional Amounts as promptly as practicable giving rise to gain or loss attributable to the cancellation, lapse, expiration or other termination of a right or obligation with respect to property which is (andor on acquisition would be) a capital asset in the hands of Parent within the meaning of Section 1234A(1) of the Code, and (ii) not to take any position inconsistent with such treatment, in each case, except to the extent otherwise required by applicable Law. The obligations described in this paragraph shall survive any eventtermination, within two Business Days following such terminationdefeasance or discharge of this Agreement. Except as otherwise set forth in this Section 7.3(a), on the payment by the Company of the Company Termination Fee and the Parent Additional Amounts as and when required by this Section 7.3(a), neither the Company nor any of its former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated hereby to Parent or its Affiliates or Representatives, except to the extent provided in Section 7.2 or in this Section 7.3(a).

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a8.01(c)(i) (Company Change in Recommendationor Section 8.01(d)(i) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal8.01(b)(ii), then Section 8.01(b)(iii) or Section 8.01(d)(ii), the Company shall, within two shall pay Parent or its designee the Company Termination Fee by wire transfer of immediately available funds (2x) Business Days after such termination in the case of any termination pursuant to clause (i) above, prior to or concurrently contemporaneous with such termination termination, and (y) in the case of any termination pursuant to clause (ii)) above, pay Parent a fee equal to $356,000,000 only if (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (iiA) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreementhereof, a Company an Acquisition Proposal shall have been publicly is made known to the Company or publicly announced by any of its Subsidiaries Person (other than Parent, Merger Sub or shall have been made directly to their respective Affiliates) and (B) an Acquisition Proposal is consummated or the Company’s shareholders (whether Company enters into an acquisition agreement for, or not conditional) the Company Board (or any Person shall have publicly announced a bona fide written intentioncommittee thereof) recommends to Shareholders, whether or not conditional, to make a Company an Acquisition Proposal) andProposal with any Person, in each any case, not withdrawnwithin 12 months following such termination, and (iii) within twelve (12) months after in which case such payment shall be made prior to or contemporaneous with the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)consummation of, the Company consummates a Company Acquisition Proposal or enters entering into an acquisition agreement contemplating a Company for, an Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(bclause (B), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references each reference to “twenty (20%) or more” in the definition of Acquisition Proposal shall be deemed to be references a reference to “fifty percent (50%) or more”. In .” For the avoidance of doubt, in no event shall the Company be required obligated to pay pay, or cause to be paid, the Company Termination Fee or the Parent Expenses on more than one occasion. (cb) If As used herein, “Company Termination Fee” shall mean a cash amount equal to $9,150,000 except that in the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b)8.01(c)(i) and the Company (i) prior to the No-Shop Period Start Date, simultaneously enters into a definitive agreement with respect to a Superior Proposal or (ii) on or following the No-Shop Period Start Date but prior to the Excluded Party End Date, enters into a definitive agreement with an Excluded Party with respect to a Superior Proposal, then the Company Termination Fee shall pay to Parent, by wire transfer of immediately available funds, mean a fee cash amount equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)5,050,000.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant The Company shall pay to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to of $356,000,000 165,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.if: (b) If (i) the Company terminates this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date8.01(d) or 8.2(b) (Shareholder VoteParent terminates this Agreement pursuant to Section 8.01(f), ; or (ii) prior to such termination referred to in clause (iA) of this sentence, but after the date of this Agreement, a Company Acquisition an Alternative Proposal shall have been publicly made by a third party to the Company or any of its Subsidiaries publicly announced or shall have been made directly to the Company’s shareholders stockholders generally by a third party; (B) thereafter this Agreement is terminated pursuant to Section 8.01(b)(i) or 8.01(b)(iii); and (C) within nine months of such termination, (x) the Company enters into a definitive Contract to consummate an Alternative Proposal, (y) the Company recommends an Alternative Proposal or (z) an Alternative Proposal is consummated, in each of clauses (x), (y) and (z) whether or not conditional) (or any with the Person shall have publicly that announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to Alternative Proposal described in clause (iA) of this Section 8.5(b)above; provided, the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposalhowever, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b8.03(b)(ii), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to 20% in the definition of “twenty (20%) or moreAlternative Proposal” shall be deemed to be references to “fifty percent (50%. Any Company Termination Fee due under this Section 8.03(b) shall be paid by wire transfer of same-day funds (x) in the case of clause (i) above, on the Business Day immediately following the date of termination of this Agreement (or simultaneously with such termination, in the case of termination pursuant to Section 8.01(d)) and (y) in the case of clause (ii) above, on the date of the earliest of the events set forth in clauses (x), (y) or more”(z). The Company acknowledges and agrees that the agreements contained in this Section 8.03(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Notwithstanding any other provision of this Agreement, the parties agree that the payment of the Company Termination Fee, as liquidated damages and not as a penalty, shall be the sole and exclusive remedy available to Parent, Merger Sub and their respective Affiliates with respect to this Agreement and the transactions contemplated by this Agreement in the event any such payment becomes due and payable, and, upon payment of the Company Termination Fee, the Company (and the Company’s Affiliates and its and their respective directors, officers, employees, stockholders and Representatives) shall have no further liability to Parent, Merger Sub and their respective Affiliates under this Agreement except that, to the extent any termination of this Agreement resulted from, directly or indirectly, fraud or an intentional breach of this Agreement by the Company, Parent shall be entitled to the payment of the Company Termination Fee (to the extent owed pursuant to this Section 8.03(b)) and to any Damages, to the extent proven, resulting from or arising out of such fraud or intentional breach (as reduced by any Company Termination Fee previously paid by the Company). In no event shall the Company be required obligated to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or . None of the Financing Sources will have any liability to the Company pursuant or its Affiliates relating to Section 8.2(b)or arising out of this Agreement, then the Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and neither the Company nor any of its Affiliates will have any rights or claims against any of the Financing Sources hereunder or thereunder. The provisions of this Section 8.03(b) shall pay inure to Parentthe benefit of, by wire transfer and be enforceable by, each Financing Source, its Affiliates and their respective successors and permitted assigns, each of immediately available funds, a fee equal which is hereby intended to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such terminationbe an express third party beneficiary of this Section 8.03(b).

Company Termination Fee. (ai) In the event that (x) this Agreement is terminated (1) by Parent or the Company pursuant to Section 9.1(b) or (2) by either Parent or the Company pursuant to Section 9.1(d) or (3) by Parent pursuant to Section 9.1(f), (y) at or prior to the time of the termination of this Agreement an Acquisition Transaction, Acquisition Proposal or Acquisition Inquiry shall have been publicly disclosed or announced and (z) on or prior to 9 months after the date of such termination, the Company shall have entered into a definitive agreement with respect to any Acquisition Transaction or consummated any Acquisition Transaction (provided, however, that, solely for purposes of this Section 9.3(b)(i), all references to "15%" in the definition of "Acquisition Transaction" shall be deemed to refer instead to "50%."), then the Company shall be obligated to pay to Parent the Company Termination Fee and such payment shall be made prior to or concurrently with the earlier of the date of the entry of the Company into the definitive agreement with respect to, or the consummation of, the Acquisition Transaction referred to in subclause (z); provided, however, that if Parent has not provided wire information to the Company for the Company Termination Fee at least 1 Business Day prior to the date such payment is due to Parent, then the Company Termination Fee shall be paid 1 Business Day after such wire instructions are provided to the Company. (ii) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation9.1(e) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal9.1(h), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) if this Agreement is terminated by Parent or the Company pursuant to any other provision of Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but 9.1 at any time after the date occurrence of this Agreementa Parent Triggering Event, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) andthen, in each any such case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates shall be obligated to pay, and shall pay, to Parent the Company Termination Fee. In the case of any termination by the Company relating to a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition ProposalTriggering Event, then the Company shall pay the Company Termination Fee, less any amount of Fee to Parent Expenses previously paid by the Company, prior to or concurrently with the earlier date of such entry or consummationtermination; provided, however, that if Parent has not provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned wire information to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay for the Company Termination Fee or at least 1 Business Day prior to the Parent Expenses on more than one occasion. (c) If this Agreement date such payment is terminated by Parent or the Company pursuant due to Section 8.2(b)Parent, then the Company Termination Fee shall be paid 1 Business Day after such wire instructions are provided to the Company. In the case of any termination by Parent or Company relating to, or following, a Parent Triggering Event, the Company shall pay Parent the Company Termination Fee within 5 Business Days after such termination; provided, however, that if Parent has not provided wire information to the Company for the Company Termination Fee at least 1 Business Day prior to the date such payment is due to Parent, by then the Company Termination Fee shall be paid 1 Business Day after such wire transfer of immediately available funds, a fee equal instructions are provided to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)Company.

Company Termination Fee. (ai) If this Agreement is validly terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c8.1(d)(i), prior to or concurrently with such termination, the Company shall pay (or cause to be paid to) Parent a fee in the amount of $5,654,000 (the “Company Termination for Superior ProposalFee”). (ii) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(i) or by the Company or Parent pursuant to Section 8.1(b)(i) at such time as this Agreement was terminable pursuant to Section 8.1(c)(i), then the Company shallshall promptly, within but in no event later than two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a pay (or cause to be paid to) Parent the Company Termination Fee. (iii) If this Agreement is validly terminated by (A) the Company or Parent pursuant to Section 8.1(b)(i) or by Parent pursuant to Section 8.1(c)(ii) or Section 8.1(c)(iii), (B) any Acquisition Proposal shall have been publicly made to the stockholders of the Company or any of its Subsidiaries or shall otherwise have been made directly announced or become publicly known after the date of this Agreement and prior to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, such termination and (iiiC) within twelve (12) months after such termination the date Company or any of its Subsidiaries enters into a termination definitive agreement with respect to or consummates such Acquisition Proposal, in either of each case whether or not involving the cases same Acquisition Proposal or the Person making the Acquisition Proposal referred to in clause (iii) (with all references to 20% in the definition of Acquisition Proposal being treated as references to 50% for the purposes of this Section 8.5(b9.4(b)(iii)), the Company consummates a Company shall promptly, but in no event later than two (2) Business Days after entry into the definitive agreement or the consummation of the Acquisition Proposal (whichever is earlier), pay (or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay cause to be paid to) Parent the Company Termination Fee. (iv) For the avoidance of doubt, less any amount of Parent Expenses previously paid by the Company, concurrently Company Termination Fee shall be payable only once with the earlier of such entry or consummation; provided that solely for purposes of respect to this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to 9.4(b) and not in duplication even though such term in Section 6.2(d), except that the references to “twenty payment may be payable under one or more provisions hereof. (20%v) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall If the Company be required fails to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by any portion thereof and Parent or Merger Sub commences a Proceeding which results in an Order against the Company pursuant to Section 8.2(b)for the Company Termination Fee or any portion thereof, then the Company shall pay Parent and Merger Sub their fees, costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such Proceeding, together with interest on the Company Termination Fee (or any portion thereof that has not been paid timely in accordance with this Agreement) from and including the date payment of such amount was due through the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made. (vi) Notwithstanding anything in this Agreement to the contrary, but subject to Section 9.9, in circumstances where the Company Termination Fee is payable pursuant to Section 9.4(b)(i), Section 9.4(b)(ii) or Section 9.4(b)(iii), Parent’s right to receive payment from the Company of the Company Termination Fee pursuant to Section 9.4(b)(i), Section 9.4(b)(ii) or Section 9.4(b)(iii), together with all amounts payable pursuant to Section 9.4(b)(v), shall constitute the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any of Parent, Merger Sub or any of their respective Affiliates or representatives against the Company and the Company Related Parties for all losses and damages suffered as a result of the failure of the Transactions to be consummated (for any reason whatsoever) or for a breach (whether willful (including Willful Breach), intentional, unilateral or otherwise) or failure to perform hereunder or otherwise, and upon payment of the Company Termination Fee when payable pursuant to Section 9.4(b)(i), Section 9.4(b)(ii) or Section 9.4(b)(iii), (A) none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions and (B) none of Parent, Merger Sub or the Parent Related Parties shall seek to recover any other damages or seek any other remedy (whether at law, in equity, in contract, in tort or otherwise) with respect to any losses or damages suffered in connection with this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing and for the avoidance of doubt, following termination of this Agreement in circumstances in which the Company Termination Fee is not payable pursuant to Section 9.4(b)(i), Section 9.4(b)(ii) or Section 9.4(b)(iii), such termination shall not relieve the Company from liability for, and Parent and Merger Sub may seek recourse with respect to, any Willful Breach of this Agreement prior to such termination. (vii) Any amounts payable pursuant to this Section 9.4(b) shall be paid to Parent by wire transfer of immediately available funds, a fee equal . Parent shall promptly provide the Company upon request therefor the wire transfer information required to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in make any event, within two Business Days following such terminationpayments pursuant to this Section 9.4(b).

Company Termination Fee. (ai) If (A) this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c7.1(c)(ii), (B) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), or (C) (Termination x) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for Superior Proposal“25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shallshall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such termination in the case of clause (A) above, within two (2) three Business Days after such termination in the case of clause (iB) above, or concurrently with within three Business Days after the consummation of such termination Company Qualifying Transaction in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”C) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to above; it being understood that in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (cii) If this Agreement is terminated by Parent or the Company pursuant is required to withhold or deduct any amount for or on account of U.S. federal income Taxes under Section 8.2(b)1442 or 1445 of the Code from the Company Termination Fee, then the Company shall remit the full amount so withheld and deducted to the applicable Governmental Entity and the Company shall pay additional amounts to Parent (“Parent Additional Amounts”) (such additional amounts to constitute additional proceeds for the disposition by the Parent of its rights under this Agreement) as may be necessary so that the net amount received by Parent (including the Parent Additional Amounts) after such withholding or deduction is not less than the amount Parent would have received if the Taxes had not been so withheld or deducted; provided, that the Company’s obligation to pay such Parent Additional Amounts shall not apply to the extent that the obligation to withhold or deduct any amount from the Company Termination Fee arises solely as the result of Parent’s failure to deliver to the Company, by wire transfer prior to the payment of immediately available fundsthe Company Termination Fee, a fee equal properly completed and executed IRS Form W-8BEN-E establishing an exemption from withholding under the U.S.-Canada Income Tax Treaty or IRS Form W-8ECI. Furthermore, without duplication of the foregoing sentence, the Company shall indemnify and hold harmless Parent from the full amount of any Taxes imposed on Parent under Section 881(a) the Code (together with any interest and penalties and expenses paid or payable by Parent with respect thereto) with respect to $25,000,000 the receipt of the Company Termination Fee other than Taxes in respect of which amounts have been fully deducted and remitted and Parent Additional Amounts have been paid. The parties shall cooperate to minimize any Taxes required to be deducted or withheld in respect of the Company Termination Fee. At the Company’s reasonable request and expense, Parent shall use commercially reasonable efforts to obtain a refund from the applicable U.S. Governmental Entity of any Taxes in respect of which the Company has paid a Parent Additional Amount or indemnified Parent (or, if such refund cannot be obtained, to claim a credit for such Taxes). Parent shall promptly pay the “amount of any such refund or credit obtained to the Company, net of any costs, Taxes and expenses borne by Parent Expenses”with respect to such refund or credit; provided that Parent shall not be obligated to make any payment otherwise required pursuant to this sentence to the extent making such payment would place Parent in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification or Parent Additional Amount and giving rise to such refund or credit had not been deducted, withheld or otherwise imposed and the indemnification payments or Parent Additional Amount with respect to such Tax had never been paid. Parent and the Company agree: (i) to treat, for U.S. federal income Tax purposes, payment of the Company Termination Fee and any Parent Additional Amounts as promptly as practicable giving rise to gain or loss attributable to the cancellation, lapse, expiration or other termination of a right or obligation with respect to property which is (andor on acquisition would be) a capital asset in the hands of Parent within the meaning of Section 1234A(1) of the Code, and (ii) not to take any position inconsistent with such treatment, in each case, except to the extent otherwise required by applicable Law. The obligations described in this paragraph shall survive any eventtermination, within two Business Days following such terminationdefeasance or discharge of this Agreement. Except as otherwise set forth in Section 7.2 or this Section 7.3(a), on the payment by the Company of the Company Termination Fee, the CN Termination Amount Refund and the Parent Additional Amounts as and when required by this Section 7.3(a), neither the Company nor any of its former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated hereby to Parent or its Affiliates or Representatives.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (The Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such shall pay Acquiror a termination fee in the case amount of clause Seven Million Fifty Thousand Dollars (i$7,050,000) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”), in the manner and at the time set forth in Section 11.2(c) less any amount of Parent Expenses previously paid by hereof, in the Company. (b) If (i) event that this Agreement is terminated by Parent or the Company solely as follows: (i) if Acquiror shall terminate this Agreement pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote11.1(d), ; (ii) prior if the Company shall terminate this Agreement pursuant to such termination referred to Section 11.1(e); or (iii) in clause the event that (iA) of this sentence, but after the date of this Agreement, a Company an Acquisition Proposal involving the Company shall have been publicly made to the Company announced, commenced or otherwise become publicly known or any of its Subsidiaries or person shall have been made directly to the Company’s shareholders publicly announced an intention (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a an Acquisition Proposal involving the Company, (B) thereafter this Agreement is terminated by either Acquiror or the Company Acquisition Proposalpursuant to (x) and, in each case, not withdrawnSection 11.1(b) for failure of the Holding Company Merger to be consummated by the date specified therein and such failure is the result of the knowing action or inaction of the Company or (y) Section 11.1(h) for failure of the Company Shareholders to approve the adoption of this Agreement, and (iiic) within twelve (12) months after the date of a termination in either of the cases referred termination of this Agreement, the Company consummates such Acquisition Proposal. Payment of the Termination Fee to Acquiror, pursuant to this Section 11.2(b), shall be the sole and exclusive liability of the Company to and the sole remedy of Acquiror for any termination of this Agreement as set forth in clause paragraphs (i), (ii) and (iii) of this Section 8.5(b11.2(b), or the Company consummates a Company Acquisition Proposal actions, events, occurrences or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less circumstances giving rise to any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d)termination, except that in the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay case of a termination for material breach of Section 6.3 in which case the Company Termination Fee shall not be the sole remedy available to Acquiror and Acquiror shall be entitled to pursue all remedies to which it is entitled at law or the Parent Expenses on more than one occasionin equity. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. In recognition of the efforts and expenses expended and incurred by Parent with respect to the Company and the opportunity the Company presents to Parent: (ai) If if this Agreement is terminated by the Company (iA) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) 8.1(d)(i), or (iiB) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i8.1(b)(i) or Section 8.1(b)(iii) at any time after an Adverse Recommendation Change shall have occurred, then, as a condition to and concurrently with such termination termination, the Company shall pay to Parent the Termination Fee in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) immediately available funds. If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote8.1(c), then, within three (3) Business Days of such termination, the Company shall pay to Parent the Termination Fee in immediately available funds; and (ii) prior to such termination referred to in clause the event that (iA) of this sentence, but after the date of this Agreement, a Company an Acquisition Proposal shall have been publicly made to the Company (whether or any of its Subsidiaries not withdrawn) or shall have been made directly to the Company’s shareholders of the Company generally (whether or not withdrawn) or shall otherwise become publicly known or any Third Party shall have publicly announced an intention (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, to make an Acquisition Proposal whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not subsequently withdrawn, and (iiiB) this Agreement is terminated by the Company pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) and within twelve (12) months after the date of a such termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company enters into or consummates a Company Acquisition Proposal or enters into definitive agreement with respect to an agreement contemplating a Company Acquisition Proposal, then the Company shall pay Parent the Company Termination Fee, less any amount Fee in immediately available funds on the date of Parent Expenses previously paid by the Company, concurrently with the earlier consummation of such entry or consummation; provided Acquisition Proposal (it being understood that solely for all purposes of this Section 8.5(b8.3(b)(ii), all references in the term “Company definition of Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references Proposal to “twenty (2015%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination” instead).

Company Termination Fee. (a) If Despite any other provision in this Agreement is terminated relating to the payment of fees and expenses, if a Company Termination Fee Event occurs, the Company shall pay the Buyer the Company Termination Fee in accordance with Section 7.06(c), and shall pay to the Buyer the principal amount, together with all accrued and unpaid interest, outstanding under the Bridge Loan in immediately available funds and provide to the Buyer evidence of such payment having been made. (b) For the purposes of this Agreement, “Company Termination Fee” means $1,500,000 and “Company Termination Fee Event” means the termination of this Agreement: (i) by Parent the Buyer pursuant to Section 8.4(a) (Company Change in Recommendation) or 8.03(b); (ii) by the Company pursuant to Section 8.3(c8.04(b); or (iii) by the Company or the Buyer pursuant to Section 8.02(a) or by the Buyer pursuant to Section 8.03(a) due to a wilful breach or fraud on the part of the Company if: (A) following the date of this Agreement and prior to such termination, an Acquisition Proposal is made or publicly announced by any Person (other than the Buyer or any of its affiliates); and (B) within 12 months following the date of such termination (i) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) is consummated or effected or (ii) the Company or any of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination). (c) If a Company Termination for Superior ProposalFee Event occurs due to a termination of this Agreement by the Company pursuant to Section 8.04(b), then the Company shallTermination Fee shall be paid prior to or concurrently with the occurrence of such Company Termination Fee Event. If a Company Termination Fee Event occurs due to a termination of this Agreement by the Buyer pursuant to Section 8.03(b), the Company Termination Fee shall be paid within two (2) Business Days after following such termination Company Termination Fee Event. If a Company Termination Fee Event occurs in the case of clause (i) or concurrently with such termination circumstances set out in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b7.06(b)(iii), the Company consummates a Company Termination Fee shall be paid upon the consummation of the Acquisition Proposal or enters into an agreement contemplating a referred to therein. Any Company Acquisition Proposal, then Termination Fee shall be paid by the Company shall to the Buyer (or as the Buyer may direct by notice in writing), by wire transfer in immediately available funds to an account designated by the Buyer. (d) If the Company does not have sufficient financial resources to pay the Company Termination Fee, less then it shall be a condition of any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except Superior Proposal that the references person making such Superior Proposal shall advance or otherwise provide to “twenty (20%) or more” the Company the cash required for the Company to pay the Company Termination Fee, which amount shall be deemed to be references to “fifty percent (50%) so advanced or more”. In no event shall provided before the date on which the Company be is required to pay the Company Termination Fee or the Parent Expenses on more than one occasionFee. (ce) If The Company acknowledges that the agreements contained in this Section 7.06 are an integral part of the transactions contemplated by this Agreement is terminated by Parent and that without these agreements the Buyer would not enter into this Agreement and that the amounts set out in this Section 7.06 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damage and out-of-pocket expenditures which the Buyer will suffer or incur as a result of the event giving rise to such damages and the resultant termination of this Agreement and are not penalties. The Company irrevocably waives any right that it may have to raise as a defence that any such liquidated damages are excessive or punitive. In the event that the Company pursuant Termination Fee is paid in full to the Buyer (or as it directs) in the manner provided in this Section 8.2(b)7.06, then no other amounts will be due and payable as damages or otherwise by the Company and the Buyer hereby accepts that such payments are the maximum aggregate amount that the Company shall be required to pay in lieu of any damages or any other payments or remedy which the Buyer may be entitled to Parentin connection with this Agreement or the transactions contemplated by this Agreement; provided, by wire transfer however, that nothing contained in this Section 7.06 and no payment of immediately available fundsthe Company Termination Fee, a fee equal to $25,000,000 (shall relieve or have the “Parent Expenses”) as promptly as practicable (and, effect of relieving the Company in any eventway for liability for damages incurred or suffered by the Buyer as a result of an intentional or wilful breach of this Agreement and nothing contained in this Section 7.06 shall preclude the Company from seeking injunctive relief in accordance with Section 9.05 to restrain the breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any of such acts, within two Business Days following such termination)covenants or agreements, without the requirement for the securing or posting of any bond in connection therewith.

Company Termination Fee. (ai) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(c)(ii), then the Company shall, within two shall pay to Parent in consideration of Parent disposing of its rights hereunder (2) Business Days after such termination other than those rights set out in the case of clause (i) or concurrently with such termination in the case of clause (iiSection 7.2), pay Parent by wire transfer of immediately available funds to an account designated in writing by Parent, a fee equal to of $356,000,000 10,000,000 in cash (the “Company Termination Fee”) ), less any amount amounts required to be withheld or deducted on account of Parent Expenses previously paid by the CompanyTaxes. (bii) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote7.1(d)(iii), then the Company shall pay to Parent in consideration of Parent disposing of its rights hereunder (iiother than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, the Company Termination Fee, less any amounts required to be withheld or deducted on account of Taxes, such payment to be made concurrently with such termination. (iii) prior to such termination referred to in clause If (iA) of this sentence, but after the date of this Agreement, a Company Acquisition Alternative Proposal shall have been (substituting in the definition thereof “50%” for “20%” and for “80%” in each place each such phrase appears) is publicly made to proposed or publicly disclosed prior to, and is not publicly withdrawn at least two (2) Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (B) this Agreement is terminated by (1) the Company or any of its Subsidiaries or shall have been made directly Parent pursuant to Section 7.1(b)(i) prior to the Company’s shareholders receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (whether or not conditional2) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, Parent pursuant to make a Company Acquisition Proposal) and, in each case, not withdrawnSection 7.1(d)(i), and (iiiC) concurrently with or within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)such termination, the Company (1) consummates a Company Acquisition Proposal Qualifying Transaction or (2) enters into an a definitive agreement contemplating providing for a Company Acquisition ProposalQualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shall pay to Parent in consideration of Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, the Company Termination Fee, less any amount amounts required to be withheld or deducted on account of Parent Expenses previously paid by Taxes, such payment to be made within three (3) Business Days after the Company, concurrently with the earlier consummation of such entry Company Qualifying Transaction. (iv) Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or consummation; provided that solely for purposes of this Section 8.5(b)damages to the extent permitted herein, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasiononce. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (ai) If (A) this Agreement is validly terminated pursuant to Sections 8.1(c), 8.1(d) or 8.1(e); (iB) by Parent (1) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation) 8.1(d), a bona fide Acquisition Proposal for an Acquisition Transaction has been publicly announced and not publicly withdrawn, or (ii2) by following the Company execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.3(c8.1(c) (Termination for Superior Proposalor 8.1(e), then a bona fide Acquisition Proposal for an Acquisition Transaction has been communicated to the Company shall, within two Board or publicly announced and not withdrawn (2) Business Days after such termination publicly in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, ); and (iiiC) within twelve (12) months after following the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(bAgreement pursuant to Sections 8.1(c), 8.1(d) or 8.1(e) either an Acquisition Transaction is consummated or the Company consummates a Company Acquisition Proposal or enters into a definitive agreement providing for the consummation of an agreement contemplating a Company Acquisition ProposalTransaction, then the Company shall promptly (and in any event within two (2) Business Days) after the earlier of (x) entry into a definitive agreement providing for the consummation of the Acquisition Transaction and (y) such consummation of the Acquisition Transaction, pay the Company Termination Fee, less any amount Fee by wire transfer of Parent Expenses previously paid immediately available funds to an account or accounts designated in writing by the Company, concurrently with the earlier of such entry or consummation; provided that solely for Parent. For purposes of this Section 8.5(b8.3(b)(i), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the all references to “twenty (20%) or more” shall in the definition of “Acquisition Transaction” will be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (cii) If this Agreement is validly terminated by Parent or the Company pursuant to Section 8.2(b8.1(f)(i) or Section 8.1(f)(ii), then the Company shall pay must promptly (and in any event within two (2) Business Days) following such termination pay, or cause to Parentbe paid, to Parent the Company Termination Fee by wire transfer of immediately available fundsfunds to an account or accounts designated in writing by Parent. (iii) If this Agreement is validly terminated pursuant to Section 8.1(h), a fee equal then the Company must substantially concurrently with such termination pay, or cause to $25,000,000 (be paid, to Parent the “Parent Expenses”) as promptly as practicable (and, Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in any event, within two Business Days following such termination)writing by Parent.

Company Termination Fee. (a) If The parties hereto agree that if this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation7.1(e) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(f), then the Company shallshall pay to Parent prior to or concurrently with such termination, in the case of a termination by the Company, or within two (2) Business Days after such termination thereafter, in the case of clause (i) or concurrently with such a termination in by Parent, the case of clause (ii), pay Parent a fee equal to $356,000,000 (the Company Termination Fee. The “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company” means $20,000,000. (b) If The parties hereto agree that if (i) this Agreement is terminated by Parent or the Company pursuant to (A) Section 8.2(a) (Termination Date7.1(b) or 8.2(bSection 7.1(d) and, at the time of such termination, all of the conditions to the Offer set forth in Annex I have been satisfied other than the Minimum Condition and those conditions that by their nature are to be satisfied at the Closing, or (Shareholder VoteB) Section 7.1(g), and, at the time of such termination, the Minimum Condition shall not have been satisfied, (ii) prior to such termination referred to in clause (i) of this sentence, but after the date hereof and prior to the date of this Agreementtermination, a Company an Acquisition Proposal shall have has been publicly made announced and not withdrawn prior to the Company or any date of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, termination and (iii) the Company enters into a definitive agreement with respect to such Acquisition Proposal or consummates any Acquisition Proposal within twelve nine (129) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposalsuch termination, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with no later than two (2) Business Days after the earlier of the entry into a definitive agreement with respect to such entry transaction or consummation; provided that solely for the consummation of such transaction. For purposes of this Section 8.5(b7.3(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d5.3(g)(i), except that the references to “twenty fifteen percent (2015%) or more)” shall be deemed to be references to “fifty percent (50%)”. (c) All payments under this Section 7.3 shall be made by wire transfer of immediately available funds to an account designated in writing by Parent, or more”in the absence of such designation, an account established for the sole benefit of Parent. (d) Each of the parties acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. In For the avoidance of doubt, in no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (ce) If this Agreement is terminated by Parent or In circumstances where the Company pursuant to Termination Fee is payable in accordance with this Section 8.2(b)7.3, then Parent’s receipt of the Company Termination Fee (if received) from or on behalf of the Company shall pay to be Parent’s and Merger Sub’s sole and exclusive remedy (whether based in contract, tort or strict liability, by wire transfer the enforcement of immediately available fundsany assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) against the Company and its Subsidiaries and any of their respective former, current or future direct or indirect equity holders, general or limited partners, controlling persons, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees for all losses and damages suffered as a fee equal result of the failure of the Merger or the other transactions contemplated by this Agreement to $25,000,000 (be consummated, for any breach or failure to perform hereunder or otherwise, and upon payment of such amount, no such Person shall have any further liability or obligation relating to or arising out of this Agreement or the “Parent Expenses”transactions contemplated hereby; provided that this Section 7.3(e) as promptly as practicable (and, in any event, within two Business Days following such termination)shall not relieve the Company or its Subsidiaries from liability for Fraud.

Company Termination Fee. (ai) If In the event that (A) this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation9.1(d) or (iiB) (1) BancShares materially breached any of its obligations under Section 7.4, and (2) this Agreement is terminated by the Company pursuant to Section 8.3(c9.1(e) (Termination for Superior Proposal)or Section 9.1(f) if, then as of the time of such termination, all conditions in ARTICLE VIII have been satisfied or waived other than the conditions set forth in Section 8.1(b) or other than the conditions that by their nature can only be satisfied at the Closing, BancShares shall pay the Company shall, within two (2) Business Days after such a termination in the case fee of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 8,800,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but not later than two Business Days after the date of such termination of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (cii) If Any termination fee and other amounts payable in accordance with this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company 9.3(b) shall pay to Parent, be paid by wire transfer of immediately available fundsfunds to an account designated by the Company. BancShares acknowledges that the agreements contained in this Section 9.3(b) are an integral part of the transactions contemplated by this Agreement and that absent such agreements the Company would not have entered into this Agreement. In the event BancShares fails to timely make payment of any amounts due and payable by BancShares under this Section 9.3(b), BancShares shall pay or reimburse the Company all costs and expenses (including reasonable attorneys’ fees and expenses and court costs) incurred by the Company in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such amounts unpaid at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a fee equal daily basis from the date such amounts were required to $25,000,000 be paid until the date of actual payment. (iii) Notwithstanding anything herein to the “Parent Expenses”contrary, the Company Termination Fee and other amounts payable pursuant to this Section 9.3(b) as promptly as practicable (constitute liquidated damages and not a penalty and, except in any eventthe case of fraud or willful or intentional breach of this Agreement, within two Business Days following such termination)shall be the sole monetary remedy of the Company in the event this Agreement is terminated under the circumstances described in Section 9.3(b) pursuant to which the Company Termination Fee is payable.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by In the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.event that: (b) If (i) this Agreement is terminated by Parent or either the Company or Parent pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote7.1(b)(i), and (iiA) prior a vote to such termination referred to in clause obtain the Company Stockholder Approval has not been held, (iB) of this sentence, but after the date of this Agreement, Agreement and prior to the termination of this Agreement a Company Acquisition Takeover Proposal shall have been publicly made known to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (its stockholders generally or any Person shall have publicly announced an intention to make a bona fide written intention, Takeover Proposal (whether or not conditionalconditional or withdrawn) and (C) within 12 months of the date this Agreement is terminated the Company shall have reached a definitive agreement to consummate, or shall have consummated, a transaction contemplated by a Takeover Proposal that prior to make a the termination of this Agreement was made known to the Company Acquisition Proposal) andor its stockholders or publicly announced, in each case, not withdrawnthe aforesaid manner; (ii) this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(b)(iii), and (iiiA) within twelve (12) months after the date of this Agreement and prior to the termination of this Agreement a termination in either Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any Person shall have publicly announced an intention to make a Takeover Proposal (whether or not conditional or withdrawn) and (B) within 12 months of the cases referred date this Agreement is terminated the Company shall have reached a definitive agreement to consummate, or shall have consummated, a transaction contemplated by a Takeover Proposal that prior to the termination of this Agreement was made known to the Company or its stockholders or publicly announced, in the aforesaid manner; (iii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iv) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then in any such event under clause (i), (ii), (iii), or (iv) of this Section 8.5(b7.3(a), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay to Parent a termination fee of $8,625,000 in cash (the “Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for ”). For purposes of this Section 8.5(b7.3(a)(i)(C), Section 7.3(a)(ii)(B) and Section 7.3(b) only, references in the term definition of “Company Acquisition Takeover Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) % or more” shall be deemed to be references to “fifty percent 50% or more.” (50%b) Any payment required to be made pursuant to clause (i) or more”. In no (ii) of Section 7.3(a) shall be made to Parent promptly following the earlier of the execution of a definitive agreement with respect to, or the consummation of, any transaction contemplated by a Takeover Proposal (and in any event shall not later than two business days after delivery to the Company be of notice of demand for payment); any payment required to pay be made pursuant to clause (iii) of Section 7.3(a) shall be made to Parent promptly following termination of this Agreement by Parent pursuant to Section 7.1(c)(ii) (and in any event not later than two business days after delivery to the Company Termination Fee or of notice of demand for payment); and any payment required to be made pursuant to clause (iv) of Section 7.3(a) shall be made by the Parent Expenses on more than one occasion. (c) If Company concurrently with, and as a condition precedent to, the termination of this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b7.1(d)(ii), then the Company . All such payments shall pay to Parent, be made by wire transfer of immediately available fundsfunds to an account to be designated by Parent. (c) The parties acknowledge that the fees and the other provisions of this Section 7.3 are an integral part of the Transactions and that, a fee equal to $25,000,000 (without these agreements, the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)parties would not enter into this Agreement.

Company Termination Fee. (ai) If In the event that this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (iix) by the Company pursuant to Section 8.3(c8.1(c) during any time at which Parent was entitled to terminate this Agreement pursuant to Section 8.1(e)(ii), or (Termination for Superior Proposaly) by Parent pursuant to Section 8.1(e)(ii), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), shall pay Parent a fee equal to $356,000,000 10,300,000 (the “Company Termination Fee”) less any amount to Parent, at or prior to the time of Parent Expenses previously paid by termination in the Company. (b) If (i) this Agreement is terminated by Parent or the Company case of a termination pursuant to Section 8.2(a8.1(c) (Termination Dateduring any time at which Parent was entitled to terminate this Agreement pursuant to Section 8.1(e)(ii) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to as promptly as reasonably practicable in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date case of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b8.1(e)(ii), then the Company shall pay to Parent, payable by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable same day funds (and, in any event, within two Business Days (2) business days following such termination); and (ii) In the event that this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(c) or Section 8.1(f) or by Parent pursuant to Section 8.1(e)(i) and (A) at any time after the date of this Agreement and prior to such termination (in the case of a termination pursuant to Section 8.1(c)), prior to the taking of a vote to approve this Agreement at the Stockholders Meeting or any postponement or adjournment thereof (in the case of a termination pursuant to Section 8.1(f)), or prior to the breach giving rise to Parent’s right to terminate under Section 8.1(e)(i) (in the case of a termination pursuant to Section 8.1(e)(i)), an Acquisition Proposal shall have been publicly announced or publicly made known to the stockholders of the Company and (B) within twelve (12) months after such termination, the Company shall have (I) entered into a definitive agreement with respect to an Acquisition Proposal (which need not be the same Acquisition Proposal described in clause (A) above) which is subsequently consummated (which consummation need not be within such twelve (12) month period), or (II) shall have consummated an Acquisition Proposal, then, in any such event, the Company shall pay to Parent the Company Termination Fee, such payment to be made upon the earlier of the Company entering into an agreement providing for, or within two (2) business days from the consummation of such Acquisition Proposal by wire transfer of same day funds. For the purpose of this Section 8.2(b), all references in the term Acquisition Proposal to “20% or more” will be deemed to be references to “50% or more”.

Company Termination Fee. (a) If this Agreement is terminated (ix) by Parent pursuant to Section 8.4(a7.4(a) (Company Change in Recommendation) or (iiy) by the Company pursuant to Section 8.3(c7.3(c) (Termination for Company Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (ix) or concurrently with such termination in the case of clause (iiy), pay Parent a fee equal to $356,000,000 69,000,000 (the “Company Termination Fee”) less any amount of ). In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses previously paid by the Companyon more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a7.2(a) (Termination Date) or 8.2(bSection 7.2(b) (Shareholder VoteCompany Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or stockholders and not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve nine (129) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b7.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition ProposalProposal which is subsequently consummated, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b7.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty eighty percent (5080%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b7.2(b) (Company Stockholder Approval), then the Company shall pay all of the reasonable and documented out-of-pocket expenses incurred by Parent or Merger Sub in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to Parent, by wire transfer of immediately available funds, a fee equal to exceed $25,000,000 5,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination).

Company Termination Fee. (a) If this Agreement is terminated (i) by If either the Company or Parent terminates this Agreement pursuant to Section 8.4(a8.1(g), within three (3) (business days after such termination the Company Change shall pay or cause to be paid to Parent $55,560,000 in Recommendationcash. To the extent a Company Termination Fee becomes payable, any payment previously made pursuant to this Section 8.2(b)(i) or shall be credited against such obligation of the Company to pay the Company Termination Fee. (ii) by If (A) Parent or the Company terminates this Agreement pursuant to Section 8.3(c8.1(c) (Termination for Superior Proposalor Section 8.1(g), then (B) a Company Competing Proposal shall have been publicly disclosed and not publicly, irrevocably withdrawn prior to the date of the Company shallSpecial Meeting, and (C)(1) any Company Competing Proposal is consummated within two twelve (12) months of such termination or (2) Business Days after the Company enters into a definitive agreement providing for a Company Competing Proposal within twelve (12) months of such termination in and such Company Competing Proposal is consummated, within one (1) business day after the case of clause (i) date any such Company Competing Proposal is consummated the Company shall pay or concurrently with such termination in the case of clause (ii), pay cause to be paid to Parent a fee equal to of $356,000,000 194,470,000 in cash (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely . Solely for purposes of this Section 8.5(b8.2(b)(ii), the term “Company Acquisition Competing Proposal” shall have the meaning assigned to such term in Section 6.2(d)9.5, except that the all references to “twenty (20%) or more” therein shall be deemed to be references to “fifty percent (50%”. (iii) If Parent terminates this Agreement pursuant to Section 8.1(d), within three (3) business days after such termination, the Company shall pay or cause to be paid to Parent the Company Termination Fee. (iv) In the event any amount is payable by the Company pursuant to the preceding clauses (i), (ii) or more”(iii), such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. In For the avoidance of doubt, in no event shall the Company be required obligated to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (ai) If this Agreement is validly terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal10.01(c)(i), then the Company shall, shall cause OpCo LLC or one of its Subsidiaries to pay the Company Termination Fee to Parent or its designee in immediately available funds within two (2) Business Days after such termination valid termination. (ii) If this Agreement is validly terminated by the Company pursuant to Section 10.01(d)(i), then the Company shall cause OpCo LLC or one of its Subsidiaries to pay the Company Termination Fee to Parent or its designee in the case of clause (i) or immediately available funds substantially concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Companyvalid termination. (biii) If (iA) this Agreement is validly terminated (x) by Parent or the Company pursuant to Section 8.2(a) (Termination Date10.01(b)(iii) or 8.2(b(y) (Shareholder Vote)by Parent pursuant to Section 10.01(c)(ii) by reason of a breach or failure to perform a covenant or agreement set forth in this Agreement by the Company, (iiB) prior to such termination referred to in clause (i) of this sentence, but any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date of this AgreementAgreement and prior to such termination, a Company and such Acquisition Proposal shall have has not been publicly made withdrawn prior to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawnsuch termination, and (iiiC) within twelve (12) months after the date of a such termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Feehave entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is subsequently consummated, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of whether during or following such entry twelve (12) month period) or consummationconsummated an Acquisition Proposal; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that clause (C) the references to “twenty percent (20%) or more)” and “eighty percent (80%)” in the definition of “Acquisition Proposal” shall be deemed to be references to “fifty percent (50%) or more)”. In no event shall ; then the Company be required shall pay or cause OpCo LLC or one of its Subsidiaries to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by to Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, its designee by wire transfer of immediately available funds, a fee equal same day funds prior to $25,000,000 (or concurrently with the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following consummation of such termination)Acquisition Proposal.

Company Termination Fee. If: (ai) If Parent shall terminate this Agreement pursuant to Section 9.1(d); (ii) (A) this Agreement is terminated (i) by the Company or Parent pursuant to Section 8.4(a9.1(b)(ii), (B) (Company Change in Recommendation) or (ii) this Agreement is terminated by the Company or Parent pursuant to Section 8.3(c9.1(b)(i) (Termination for Superior Proposal), then and the Company shall, within two Stockholder Approval shall not theretofore have been obtained or (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (iC) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a9.1(e) and the Company Stockholder Approval shall not theretofore have been obtained, and after the date hereof but on or before the date of any such termination an Acquisition Proposal shall have been made and become publicly known, whether or not withdrawn, (Termination Datex) prior to the Company Stockholder Meeting (in the case of a termination contemplated by clause (ii)(A)) or 8.2(b(y) prior to the date of such termination (Shareholder Votein the case of a termination contemplated by clause (ii)(B) or (ii)(C)); or (iii) the Company shall terminate this Agreement pursuant to Section 9.1(f); then in any case as described in clause (i), (ii) prior or (iii) the Company shall pay (or cause to such termination referred be paid) to Parent (by wire transfer of immediately available funds), (x) in the case described in clause (i) of this sentenceor (iii), but after $176,295,000 (the “Termination Fee”) not later than the date of termination of this AgreementAgreement and (y) in the case described in clause (ii), a the Company shall pay (or cause to be paid) an amount equal to the Termination Fee not later than the date an Acquisition Proposal shall have been publicly made to is consummated or a definitive agreement is entered into by the Company or providing for any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) as long as such Acquisition Proposal is consummated or such definitive agreement is executed within twelve (12) months after the date of a termination of this Agreement; provided, however, that for the purpose of this clause (y), all references in either the definition of Acquisition Proposal to 20% shall instead refer to 50%. The Company acknowledges that the agreements contained in this Section 10.5 are an integral part of the cases referred transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to in clause (i) of pay timely any amount due pursuant to this Section 8.5(b)10.5 and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then for the Company shall pay the Company Termination Fee, less any amount of payable to Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of pursuant to this Section 8.5(b)10.5, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to ParentParent its reasonable costs and expenses (including attorneys’ fees and expenses) in connection with such suit, by wire transfer together with interest on the amount so payable at the rate on six (6)-month United States Treasury obligations (as of immediately available funds, a fee equal the date such payment was required to $25,000,000 be made pursuant to this Agreement) plus three percent (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination3%).

Company Termination Fee. (a) If this Agreement is terminated (i) by In the event that Parent terminates this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(g), then the Company shall, shall pay to Parent (A) $4,326,000 (the “Termination Fee”) as promptly as possible (but in any event within two three (23) Business Days) following such termination and (B) the Termination Expenses no later than three (3) Business Days after receipt of documentation supporting such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the CompanyExpenses. (bii) If (i) In the event that the Company terminates this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote7.1(f), then the Company shall pay to Parent (iiA) prior to the Termination Fee concurrently with any such termination referred to in clause and (iB) the Termination Expenses no later than three (3) Business Days after receipt of this sentence, but documentation supporting such Termination Expenses. (iii) In the event that after the date of this Agreementhereof and prior to the Company Stockholder Approval, a Company Acquisition (A) an Alternative Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether stockholders of the Company generally or not conditional) (shall have otherwise become publicly known or any Person shall have publicly announced a bona fide written intention, an intention (whether or not conditional, ) to make a Company Acquisition Proposal) and, in each case, not withdrawn, an Alternative Proposal and (iiiB) thereafter this Agreement is terminated pursuant to Section 7.1(c) or 7.1(e), then the Company shall pay to Parent the Termination Expenses no later than three (3) Business Days after receipt following termination of documentation supporting such Termination Expenses. If, concurrently with or within twelve (12) months after the date of a any such termination in either of the cases referred to described in clause (iB) of this Section 8.5(b)in the immediately preceding sentence, the Company consummates a Company Acquisition Proposal or enters into an a definitive agreement contemplating a Company Acquisition with respect to, or consummates, any Alternative Proposal, then the Company shall pay to Parent the Company Termination Fee, less Fee as promptly as possible (but in any amount of Parent Expenses previously paid by the Company, concurrently with event within three (3) Business Days) following the earlier of the entry into such entry definitive agreement or consummation; consummation of such Alternative Proposal. Any fee due and Termination Expenses to be reimbursed under this Section 7.3(a) shall be paid by wire transfer of same-day funds to an account provided that solely for in writing by Parent to the Company For purposes of this Section 8.5(b7.3(a), the term “Company Acquisition Alternative Proposal” shall have the meaning assigned to such term in Section 6.2(d)8.12, except that the all references to “twenty (2015%) or more” in the definition of “Alternative Transaction,” as used in the definition of “Alternative Proposal” shall be deemed to be references to “fifty percent (50%) or more.”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. In the event that: (ai) If Subject to Section 7.05(b)(ii), this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c9.01(e) (Termination for other than with respect to a Superior ProposalProposal by a Solicited Party) or by Parent pursuant to Section 9.01(f) (except if the action in Section 9.01(f) is taken, or the failure to act in accordance with Section 9.01(f) occurs, with respect to a Superior Proposal by a Solicited Party), then ; or (ii) (A) a Takeover Proposal (other than by a Solicited Party) shall have been made to the stockholders of the Company shallgenerally or a Takeover Proposal (other than by a Solicited Party) shall have otherwise become publicly known, within two disclosed or proposed or any Person (2other than a Solicited Party) Business Days after such termination in the case of clause shall have publicly announced an intention (iwhether or not conditional) or concurrently with such termination in the case of clause to make a Takeover Proposal, (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”B) less any amount of Parent Expenses previously paid by the Company. (b) If (i) thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a) (Termination Date9.01(b)(i) or 8.2(bSection 9.01(b) (Shareholder Vote), (ii) prior or by Parent pursuant to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawnSection 9.01(c), and (iiiC) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)such termination, the Company consummates a Company Acquisition Proposal enters into, or enters into an agreement contemplating a Company Acquisition Proposal, then submits to the stockholders of the Company shall pay for adoption, a definitive agreement with respect to any Takeover Proposal (other than by a Solicited Party), or consummates the Company Termination Feetransactions contemplated by any Takeover Proposal (other than by a Solicited Party) (provided that, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b7.05(b)(ii), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the all references to “twenty (20%) or more” 25% in the definition of Takeover Proposal shall be deemed to be references to “fifty percent (50%) with a Person other than a Solicited Party or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b)an Affiliate of a Solicited Party, then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (andwhich, in any eventeach case, within two Business Days following such termination).need not be the same Takeover Proposal that shall have been publicly announced or made known at or prior to termination of this Agreement;

Company Termination Fee. (a) If In the event that this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(d)(ii), then the Company shallshall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement. (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days after of such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Companytermination. (bc) If In the event that (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 8.2(a7.1(b)(i) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (Termination Date) solely with respect to a breach or 8.2(b) (Shareholder Votefailure to perform a covenant), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Takeover Proposal shall have been publicly disclosed or made to the Company after the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or any of its Subsidiaries or shall have been made directly Section 7.1(c)(i), prior to the Company’s shareholders date of such termination, or (whether or not conditionaly) (or any Person shall have publicly announced a bona fide written intentionin the case of termination pursuant to Section 7.1(b)(iii), whether or not conditional, prior to make a the date of the Company Acquisition Proposal) and, in each case, not withdrawnShareholder Meeting, and (iii) within twelve (12) months after of the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of a termination in either of the cases referred to in clause (iiii) of this Section 8.5(b7.3(c), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (2015%) or more” in the definition of Takeover Proposal shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay or cause to Parentbe paid as directed by Parent the Company Termination Fee on the earlier of the date of entry into a Company Acquisition Agreement or consummation of such transaction and such amount, if any, paid pursuant to this Section 7.3(c) shall be reduced by wire transfer the amount paid, if any, pursuant to Section 7.3(e). (d) For purposes of immediately available fundsthis Agreement, a fee “Company Termination Fee” shall mean an amount equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)99,000,000.

Company Termination Fee. (ai) If In the event that this Agreement is terminated (i) by Parent pursuant to Section 8.4(a9.01(d)(i), the Company shall pay to the Fund Manager a fee equal to $21,500,000 (the “Company Termination Fee”) prior to such termination by wire transfer of same day funds to one or more accounts designated by Fund Manager (except that if the Fund Manager shall not have so designated one or more accounts to the Company Change in Recommendationby 12:00 pm, New York City time, on the final day of the Notice Period, the Company shall be permitted to terminate this Agreement pursuant to Section 9.01(d)(i) without paying the Company Termination Fee prior to such termination; provided, that the Company shall thereafter pay the Company Termination Fee to the Fund Manager within two (2) Business Days of the later to occur of (A) the termination of this Agreement pursuant to Section 9.01(d)(i) and (B) the date that the Fund Manager shall have designated such account or accounts to the Company). (ii) by In the Company event that this Agreement is terminated pursuant to Section 8.3(c) (Termination for Superior Proposal9.01(c)(ii), then the Company shallshall pay the Company Termination Fee to the Fund Manager promptly, but in any event within two (2) Business Days after the date of such termination termination, by wire transfer of same day funds to one or more accounts designated by the Fund Manager. (iii) In the event that this Agreement is terminated pursuant to Section 9.01(b)(iii) and prior to the Company Shareholders Meeting the Company Board has made a Change of Recommendation based on an Intervening Event, the Company shall pay the Company Termination Fee to Fund Manager promptly, but in any event within two (2) Business Days after the date of such termination, by wire transfer of same day funds to one or more accounts designated by Fund Manager. (iv) In the event that (A) after the date of this Agreement (and in the case of clause (i) or concurrently with such a termination in the case of clause (iipursuant to Section 9.01(b)(iii), pay Parent a fee equal prior to $356,000,000 the Company Shareholders Meeting (the “Company Termination Fee”or any adjournment thereof)) less any amount of Parent Expenses previously paid by the Company. an Alternative Transaction Proposal shall have become publicly known and not withdrawn, (bB) If (i) thereafter, this Agreement is terminated (1) by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote9.01(b)(i), (ii2) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to by Parent or the Company pursuant to Section 9.01(b)(iii), or any of its Subsidiaries or shall have been made directly (3) by Parent pursuant to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawnSection 9.01(c)(i), and (iiiC) within twelve (12) 12 months after such termination, the Company enters into a definitive agreement providing for any transaction contemplated by any Alternative Transaction Proposal (regardless of when made) (which transaction is thereafter consummated) or consummates any Alternative Transaction Proposal (regardless of when made), then the Company shall, on the date such Alternative Transaction Proposal is consummated, pay the Company Termination Fee to the Fund Manager; provided that for purposes of a termination in either of the cases referred to in clause (iC) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b9.02(b)(iv), the term “Company Acquisition Alternative Transaction Proposal” shall have the meaning assigned to such term set forth in Section 6.2(d), 6.02(i)(i) except that the all references to “twenty (20%) percent or more” shall be deemed to be references to “fifty percent (50%) percent or more”” . In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on be paid more than one occasiononce. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (ai) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (iiA) by the Company pursuant to Section 8.3(c8.01(d) or (B) by Parent pursuant to Section 8.01(e) or Section 8.01(i), the Company shall pay Parent, as liquidated damages and not as a penalty and as the sole and exclusive remedy of Parent and Merger Sub against the Company and its Subsidiaries and any of their respective Affiliates, stockholders or Representatives for any loss or damage suffered as a result of the failure of the Merger to be consummated, the Company Termination Fee. If the Company Termination Fee is payable pursuant to clause (A) of the preceding sentence, the Company Termination Fee shall be paid on the date of such termination and if the Company Termination Fee is payable pursuant to clause (B) of the preceding sentence, the Company Termination Fee shall be paid within two (2) Business Days after the date of such termination, in each case, by wire transfer of immediately available funds to an account designated by Parent in writing. (ii) If this Agreement is terminated by Parent or the Company pursuant to Section 8.01(c) or by Parent pursuant to Section 8.01(g) (Termination for Superior Proposalother than a termination because of a breach of the representations and warranties set forth in Section 4.09(b)) and (A) at any time after the date hereof and prior to the breach giving rise to such termination, a Takeover Proposal shall have been made known to the stockholders of the Company and not withdrawn prior to such breach and (B) within twelve (12) months of such termination, the Company either consummates such Takeover Proposal or enters into a definitive agreement to consummate such Takeover Proposal and the Company thereafter consummates such Takeover Proposal (whether or not within such twelve (12) month period), then the Company shall, within two (2) Business Days after the Company consummates such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii)Takeover Proposal, pay Parent Parent, as liquidated damages and not as a fee equal to $356,000,000 (penalty and as the “Company Termination Fee”) less any amount sole and exclusive remedy of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or and Merger Sub against the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or and its Subsidiaries and any of its Subsidiaries their respective Affiliates, stockholders or shall have been made directly to the Company’s shareholders (whether Representatives for any loss or not conditional) (or any Person shall have publicly announced damage suffered as a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either result of the cases referred failure of the Merger to in clause (i) of this Section 8.5(b)be consummated, the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount Fee by wire transfer of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummationimmediately available funds; provided that solely that, for the purposes of this Section 8.5(b8.02(b)(ii), all references in the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references Takeover Proposal to “twenty (20%) 15% or more” shall be deemed to be references to “fifty percent (more than 50%.” (iii) or more”. In The parties agree and understand that in no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (a) If this Agreement is terminated (i) If the Company terminates this Agreement in accordance with Section 8.01(c)(i) (Superior Company Proposal) or Parent terminates this Agreement pursuant to Section 8.01(d)(i) (Company Adverse Recommendation Change), the Company shall pay to Parent the Company Termination Fee. The Company shall pay the Company Termination Fee to Parent (to an account designated in writing by Parent) prior to or concurrently with such termination of this Agreement by the Company in accordance with Section 8.01(c)(i) (provided, in furtherance of Section 8.01(c)(i), the receipt of the Company Termination Fee by Parent shall be required to validly terminate this Agreement) or no later than three (3) Business Days after the date of such termination of this Agreement by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or 8.01(d)(i). (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i1) this Agreement is terminated by either (A) Parent or the Company terminates this Agreement pursuant to Section 8.2(a8.01(b)(i) (Termination End Date) (but only if the Parent Termination Fee is not also payable under Section 8.02(b)(i) or 8.2(bSection 8.02(b)(ii)) or Section 8.01(b)(iii) (No Company Shareholder VoteApproval) or (B) Parent terminates this Agreement pursuant to Section 8.01(d)(ii) (Company Terminable Breach), (ii2) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Takeover Proposal shall have been publicly disclosed or made to the Company or any of its Subsidiaries or shall have been made directly to Company Board after the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intentiondate hereof, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, and is not withdrawn, and in the case of a publicly disclosed Company Takeover Proposal, publicly withdrawn, (iiiA) in the case of a termination pursuant to Section 8.01(b)(i) (End Date) or Section 8.01(d)(ii) (Company Terminable Breach), prior to the date of such termination, or (B) in the case of a termination pursuant to Section 8.01(b)(iii) (No Company Shareholder Approval), prior to the date of the Company Shareholders Meeting, and (3) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)Agreement, the Company consummates a shall have entered into any Company Acquisition Proposal Agreement, or enters into an agreement contemplating a consummated such Company Acquisition Takeover Proposal, then the Company shall pay the Company Termination Fee, less any amount of Fee to Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned (to such term an account designated in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).writing by

Company Termination Fee. (ai) If (A) (i) this Agreement is terminated pursuant to Section 7.1(d), (ii) any Person shall have publicly disclosed a bona fide Alternative Proposal on or after the date hereof but prior to the Company Shareholder Meeting and such Alternative Proposal shall not have been withdrawn at least three Business Days prior to the Company Shareholder Meeting, and (iii) within 12 months after the Termination Date, the Company or any of its Affiliates (x) consummates an Alternative Proposal or (y) enters into a definitive agreement with respect to an Alternative Proposal and ultimately consummates an Alternative Proposal (in each case whether or not the Alternative Proposal was the same Alternative Proposal referred to in clause (ii)), or (B) (i) this Agreement is terminated pursuant to Section 7.1(c), or 7.1(f), (ii) any Person shall have made a bona fide Alternative Proposal on or after the date hereof but prior to the date that this Agreement is terminated pursuant to Section 7.1, and (iii) within 12 months after the Termination Date, the Company or any of its Affiliates (x) consummates an Alternative Proposal or (y) enters into a definitive agreement with respect to an Alternative Proposal and ultimately consummates an Alternative Proposal (in each case whether or not the Alternative Proposal was the same Alternative Proposal referred to in clause (ii)), then the Company will pay the Parent’s designees an aggregate amount equal to the Company Termination Fee, less any Parent Expenses paid by the Company pursuant to Section 7.2(c). (ii) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (iix) by the Company pursuant to Section 8.3(c7.1(e) or (Termination for Superior Proposaly) by Merger Sub pursuant to Section 7.1(i), then the Company shallwill pay the Parent’s designees an aggregate amount equal to the Company Termination Fee. (iii) For the purpose of this Section 7.2(a), all references in the term Alternative Proposal to “20% or more” will be deemed to be references to “more than 50%”. (iv) The Company Termination Fee will be paid in the aggregate to the Parent’s designees by the Company in immediately available funds (x) in the case of Section 7.2(a)(i) or 7.2(a)(ii)(y), within two (2) Business Days after the date of the event giving rise to the obligation to make such termination payment and (y) in the case of clause (i) Section 7.2(a)(ii)(x), prior to or concurrently contemporaneously with such termination of this Agreement (and any purported termination pursuant to Section 7.1(e) shall be void and of no force or effect unless the Company shall have made such payment). (v) As used in the case of clause (ii)this Agreement, pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”” means (A) less any an amount of Parent Expenses previously paid by the Company. equal to Twelve Million Nine Hundred Thousand Dollars (b$12,900,000) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay if the Company Termination Fee becomes payable pursuant to Sections 7.1(e) or the Parent Expenses on more than one occasion. (c7.1(i) If this Agreement is terminated by Parent or in connection with the Company pursuant to entering into an Alternative Proposal Agreement in compliance with Section 8.2(b)5.3 that reflects a Superior Proposal with an Excluded Party, then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee and (B) an amount equal to Nineteen Million Four Hundred Thousand Dollars ($25,000,000 (the “Parent Expenses”19,400,000) as promptly as practicable (and, in any event, within two Business Days following such termination)all other circumstances.

Company Termination Fee. If: (ai) If Parent shall terminate this Agreement pursuant to Section 9.1(d); (ii) (A) this Agreement is terminated (i) by the Company or Parent pursuant to Section 8.4(a9.1(b)(ii), (B) (Company Change in Recommendation) or (ii) this Agreement is terminated by the Company or Parent pursuant to Section 8.3(c9.1(b)(i) (Termination for Superior Proposal), then and the Company shall, within two Stockholder Approval shall not theretofore have been obtained or (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (iC) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a9.1(e) and the Company Stockholder Approval shall not theretofore have been obtained, and after the date hereof but on or before the date of any such termination an Acquisition Proposal shall have been made and become publicly known, whether or not withdrawn, (Termination Datex) prior to the Company Stockholder Meeting (in the case of a termination contemplated by clause (ii)(A)) or 8.2(b(y) prior to the date of such termination (Shareholder Votein the case of a termination contemplated by clause (ii)(B) or (ii)(C)); or (iii) the Company shall terminate this Agreement pursuant to Section 9.1(f). then in any case as described in clause (i), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry (or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed cause to be references paid) to “fifty percent Parent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds), a fee equal to (x) in the case described in clause (i) or (iii), $25,000,000 1,000,000,000 (the “Parent ExpensesTermination Fee”) not later than the date of termination of this Agreement and (y) in the case described in clause (ii), the Company shall pay (or cause to be paid) an amount equal to the Termination Fee not later than the date an Acquisition Proposal is consummated or a definitive agreement is entered into by the Company providing for any Acquisition Proposal, as promptly long as practicable such Acquisition Proposal is consummated or such definitive agreement is executed within 12 months after the date of termination of this Agreement; provided, however, that for the purpose of this clause (y), all references in the definition of Acquisition Proposal to 20% shall instead refer to 50%. The Company acknowledges that the agreements contained in this Section 10.5 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 timely any amount due pursuant to this Section 10.5 and, in any eventorder to obtain such payment, within two Business Days following Parent commences a suit which results in a judgment against the Company for the amount payable to Parent pursuant to this Section 10.5, the Company shall pay to Parent its reasonable costs and expenses (including attorneys’ fees and expenses) in connection with such terminationsuit, together with interest on the amount so payable at the rate on six (6)-month United States Treasury obligations (as of the date such payment was required to be made pursuant to this Agreement) plus three percent (3%).

Company Termination Fee. The Company shall pay to Parent the Company Termination Fee if this Agreement is terminated as follows: (ai) If if this Agreement is terminated (iA) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation8.1(d)(ii) or (B) by either the Company or Parent pursuant to Section 8.1(b)(iii) at a time when Parent could have terminated the Agreement pursuant to Section 8.1(d)(ii) unless at the time of such termination pursuant to Section 8.1(b)(iii) Parent shall have been in Willful Breach of this Agreement, then the Company shall pay to Parent the entire Company Termination Fee by the fifth (5th) Business Day following such termination; (ii) if this Agreement is terminated by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal8.1(c)(iii), then the Company shallshall pay to Parent the entire Company Termination Fee upon such termination; or (iii) if (A) this Agreement is terminated (1) pursuant to Section 8.1(d)(i) if the breach giving rise to such termination was a Willful Breach, within two (2) Business Days after such termination pursuant to Section 8.1(b)(iii) or (3) pursuant to Section 8.1(b)(i), (B) (x) in the case of clause (i1) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreementabove, a bona fide Company Acquisition Proposal shall have been publicly made announced or otherwise communicated to a member of senior management or the Board of Directors of the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced or communicated a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) andat any time after the date of this Agreement and prior to the date of the breach giving rise to such termination, (y) in each casethe case of clause (2) above, a bona fide Company Acquisition Proposal shall have been publicly announced (or any Person shall have publicly announced or communicated a bona fide intention, whether or not withdrawnconditional, to make a Company Acquisition Proposal) at any time after the date of this Agreement and prior to the taking of the vote of the stockholders of the Company at the Company Stockholders’ Meeting or (z) in the case of clause (3) above, a bona fide Company Acquisition Proposal shall have been publicly announced or otherwise communicated to a member of senior management or the Board of Directors of the Company (or any Person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Company Acquisition Proposal) at any time after the date of this Agreement, and (iiiC) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)such termination, the Company consummates enters into a definitive agreement to consummate, or consummates, any Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b)Transaction, then the Company shall pay to Parent, Parent the Company Termination Fee by wire transfer the second (2nd) Business Day following the earlier of immediately available funds, the date the Company enters into a fee equal definitive agreement to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following consummate or consummates such termination)Company Acquisition Transaction.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent If the Company terminates this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal8.1(h), then the Company shallshall pay or cause to be paid to Parent prior to or substantially concurrently with, within two (2) Business Days after and as a condition to such termination termination, an amount in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee cash equal to $356,000,000 166.4 million (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company). (bii) If (i) Parent terminates this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote8.1(f), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination FeeFee or cause the Company Termination Fee to be paid to Parent within five business days after such termination. (iii) If (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(e) (solely in the event that the Company Stockholder Approval has not been obtained) or Section 8.1(g), less (B) a bona fide Competing Proposal made by a Third Party that is reasonably capable of consummating such Competing Proposal has been publicly disclosed after the date of this Agreement and prior to the date of such termination and has not been withdrawn prior to the Outside Date (in the case of a termination pursuant to Section 8.1(e)) or the date of the Company Special Meeting (in the case of a termination pursuant to Section 8.1(g)), and (C) within 12 months after such termination, the Company either consummates a Competing Proposal or enters into a definitive agreement with respect to any amount of Parent Expenses previously paid Competing Proposal and such Competing Proposal (or any “superior proposal” permitted by the Company, concurrently with the earlier terms of such entry Competing Proposal) is subsequently consummated, then within five business days after the date of such consummation, the Company will pay or consummation; provided that solely for cause to be paid to Parent the Company Termination Fee. For purposes of this Section 8.5(b8.2(b)(iii), the term “Company Acquisition Competing Proposal” shall will have the meaning assigned to such term in Section 6.2(d)9.5, except that the references to “twenty (20%) or more” shall will be deemed to be references to “fifty percent (50%”. Table of Contents (iv) In the event any amount is payable by the Company pursuant to the preceding clauses (i)-(iii), such amount shall be paid by wire transfer of immediately available funds to an account designated by Parent. In no event shall the Company be obligated to pay the Company Termination Fee on more than one occasion. (v) The Company acknowledges that (A) the agreements contained in this Section 8.2 are an integral part of the Transactions and that without this Section 8.2 Parent and Merger Sub would not have entered into this Agreement and (B) the Company Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Company Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions. If the Company fails to promptly pay any amount due pursuant to this Section 8.2(b), the Company shall pay to Parent all reasonable fees, costs and expenses of enforcement (including reasonable attorney’s fees as well as reasonable expenses incurred in connection with any action initiated by Parent), together with interest on the amount of the Company Termination Fee at the prime lending rate as published in The Wall Street Journal, in effect on the date such payment is required to be made. Subject to Parent’s and Merger Sub’s rights set forth in Section 9.14(b), Parent’s right to receive payment from the Company of the Company Termination Fee (under the circumstances in which it is payable) shall be the sole and exclusive remedy of the Parent Related Parties against the Company, the Company Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates (collectively, “Company Related Parties”) for any loss suffered as a result of the failure of the Transactions, including the Merger, to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount (if entitled under this Section 8.2(b)), none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, including the Merger (except that the Company shall remain obligated for, and Parent and its affiliates may be entitled to remedies with respect to, the provisions and agreements surviving such termination pursuant to Section 8.2(a)). For the avoidance of doubt, while Parent and Merger Sub may pursue both a grant of specific performance of the Company’s obligation to consummate the Merger in accordance with Section 9.14(b) and the payment of the Company Termination Fee under this Section 8.2(b), under no circumstances shall Parent and Merger Sub be permitted or entitled to receive both a grant of such specific performance requiring the Company to consummate the Merger and to pay the Company Termination Fee (if entitled under this Section 8.2(b)). In any circumstance where performance by the Company of its obligations under this Agreement would relieve the Company of its obligation to pay the Company Termination Fee, Parent and Merger Sub may, in their sole discretion (i) seek specific performance pursuant to Section 9.14(b), (ii) withdraw any claim for specific performance and require payment of the Company Termination Fee if entitled to payment of the Company Termination Fee under this Section 8.2(b) or more”(iii) if Parent and Merger Sub are unable for any reason to obtain specific performance, require payment of the Company Termination Fee if entitled to payment of the Company Termination Fee under this Section 8.2(b). In For the avoidance of doubt, in no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer . Table of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).Contents

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c8.1(c)(ii) (Termination for Superior Proposal)or by Parent pursuant to Section 8.1(d)(ii) and neither Parent nor Merger Sub is in material default under this Agreement at the time of such termination, then the Company shall, within two shall pay to Parent (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (iias directed by Parent), pay Parent a fee equal to by wire transfer of same day funds, (x) $356,000,000 30,000,000 (the “Company Termination Fee”) less any amount plus (y) all of Parent’s actual and reasonably documented out-of-pocket fees and expenses (including reasonable legal fees and expenses) incurred by Parent Expenses previously paid and its Affiliates in connection with the transactions contemplated by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant in an amount up to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more greater than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 1,400,000 (the “Parent Expenses”) ), in each case, as promptly as reasonably practicable (and, in any event, within two Business Days following such termination). If this Agreement is terminated by either the Company or Parent pursuant to Section 8.1(b)(i) and neither Parent nor Merger Sub is in material default of this Agreement at the time of such termination, then, in the event that, (a) at any time after the date of this Agreement and prior to the occurrence of the action or event that gave rise to Parent’s right to terminate pursuant to Section 8.1(b)(i), any Third Party shall have publicly made, proposed, communicated or disclosed an intention to make a bona fide Takeover Proposal, which bona fide Takeover Proposal was not retracted or rescinded prior to the occurrence of the action or event that gave rise to Parent’s right to terminate pursuant to Section 8.1(b)(i), and (b) within twelve months of the termination of this Agreement, the Company consummates a Takeover Proposal, then the Company shall pay, or cause to be paid, to Parent, by wire transfer of same day funds, the Company Termination Fee and the Parent Expenses, such payments to be made upon the consummation of such Takeover Proposal. For purposes of this Section 8.4.1, each reference in the definition of Takeover Proposal to “20 percent” will be deemed to be references to “50 percent.”

Company Termination Fee. (ai) If In the event that this Agreement is terminated (iA) by Parent pursuant to Section 8.4(a) 8.1(c)(ii), (Company Change in Recommendation) or (iiB) by the Company or Parent pursuant to Section 8.3(c8.1(b)(i) and the Company Shareholders Meeting was not held or completed prior to termination at a time when this Agreement was terminable by Parent pursuant to (1) Section 8.1(c)(i) (Termination for Superior Proposalif the failure to hold or complete the Company Shareholders Meeting was due to the Company’s failure to perform any covenant or agreement set forth in this Agreement (but not if due to any breach or failure to be true of any of the representations or warranties of the Company set forth in this Agreement)) or (2) Section 8.1(c)(ii) or (C) by the Company or Parent pursuant to Section 8.1(b)(iii) at a time when this Agreement was terminable by Parent pursuant to (1) Section 8.1(c)(i) (if the failure to obtain the Company Shareholder Approval was due to the Company’s failure to perform any covenant or agreement set forth in this Agreement (but not if due to any breach or failure to be true of any of the representations or warranties of the Company set forth in this Agreement)) or (2) Section 8.1(c)(ii), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), will pay to Parent a termination fee equal to of $356,000,000 201,000,000 (the “Company Termination Fee”) less any amount promptly (but in no event later than two Business Days) after such termination, by wire transfer of Parent Expenses previously paid by the Companyimmediately available funds. (bii) If (i) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(d)(ii), then the Company will pay Parent the Company Termination Fee prior to, and as a condition of, such termination. (iii) In the event that this Agreement is terminated (A) (1) by Parent pursuant to Section 8.1(c)(i), if due to the Company’s failure to perform any covenant or agreement set forth in this Agreement (but not if due to any breach or failure to be true of any of the representations or warranties of the Company set forth in this Agreement), and prior to such termination an Alternative Proposal has been made to the Company or has otherwise been publicly announced, or a Person will have publicly announced an intention to make an Alternative Proposal, (2) by Parent or the Company pursuant to Section 8.2(a8.1(b)(i) at a time when (Termination Datex) this Agreement was terminable by Parent pursuant to Section 8.1(c)(i), if due to the Company’s failure to perform any covenant or agreement set forth in this Agreement (but not if due to any breach or failure to be true of any of the representations or warranties of the Company set forth in this Agreement) or 8.2(b(y) (the Company Shareholder Vote)Approval was not obtained due to the Company Shareholders Meeting not being held or completed, (ii) and in each case prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition an Alternative Proposal shall have has been publicly made to the Company or any of its Subsidiaries has otherwise been publicly announced, or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any a Person shall will have publicly announced a bona fide written intention, whether or not conditional, an intention to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Alternative Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%3) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b8.1(b)(iii), and prior to the date of the Company Shareholders Meeting an Alternative Proposal has been made to the Company or has otherwise been publicly announced, or a Person will have publicly announced an intention to make an Alternative Proposal, and (B) within nine months after any such termination (1) the Company or any of its Affiliates has entered into an Alternative Acquisition Agreement or (2) any Alternative Proposal has been consummated, then the Company shall will pay the Company Termination Fee to ParentParent upon the earlier of (x) the consummation of such Alternative Proposal and (y) entry into such Alternative Acquisition Agreement, by wire transfer of immediately available funds; except that the Company Termination Fee payable pursuant to this Section 8.2(b)(iii) will be reduced by the Expense Reimbursement, a fee equal if any, actually paid to $25,000,000 Parent pursuant to Section 8.2(c). For purposes of this Section 8.2(b)(iii) (including for purposes of the definition of Alternative Acquisition Agreement), references to “Parent Expenses10% or more” in the definition of Alternative Proposal will be deemed to be references to “more than 50%.”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company terminates this Agreement pursuant to Section 8.2(a7.1(b) (Termination and at the End Date all of the conditions to the Company’s obligations to close other than receipt of the Company Stockholder Approval have been satisfied, or are capable of satisfaction had the Closing occurred on the End Date), Section 7.1(d) or 8.2(bSection 7.1(f) (Shareholder Votearising from a Willful Breach of the Company’s covenants or agreements set forth in this Agreement), (ii) prior to such termination referred to in clause (i) of this sentence, but a Company Takeover Proposal shall have been publicly announced or publicly disclosed after the date of this Agreement and prior to (A) the End Date (in the case of a termination pursuant to Section 7.1(b)), (B) the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)) or (C) the date of the breach giving rise to such termination (in the case of a termination pursuant to Section 7.1(f) (arising from a Willful Breach of the Company’s covenants or agreements set forth in this Agreement)), and was not definitively withdrawn at least three Business Days prior to (X) the End Date (in the case of a termination pursuant to Section 7.1(b)), (Y) the Company Acquisition Proposal shall have been publicly made Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)) or (Z) the date of the breach giving rise to such termination (in the case of a termination pursuant to Section 7.1(f) (arising from a Willful Breach of the Company’s covenants or agreements set forth in this Agreement)) and (iii) at any time on or prior to the date that is 12 months following the date of such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect to, or shall have been made directly to consummates, a transaction included within the Company’s shareholders (whether or not conditional) (or definition of a Company Takeover Proposal with any Person shall have publicly announced (a bona fide written intention, whether or not conditional, to make a “Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(bTakeover Transaction”), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay or cause to be paid to Parent the Company Termination Fee, less any amount of Parent Expenses previously paid by the Companywire transfer (to an account designated by Parent) in immediately available funds, concurrently with upon the earlier of entering into such entry or consummationdefinitive agreement with respect to any Company Takeover Transaction and the consummation of any Company Takeover Transaction; provided that solely for the purposes of this Section 8.5(b)clause (iii) only, all references in the term “definition of Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references Takeover Proposal to “twenty (2025%) or more” shall be deemed to be references to “fifty percent (50%.” (b) or more”. In no event shall If Parent terminates this Agreement pursuant to Section 7.1(h), the Company shall pay or cause to be required paid to pay Parent the Company Termination Fee or the Parent Expenses on more than one occasionFee, by wire transfer (to an account designated by Parent) in immediately available funds, within three Business Days after such termination. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b7.1(g), then the Company shall pay or cause to Parentbe paid to Parent the Company Termination Fee immediately prior to or concurrently with, by wire transfer of immediately available fundsand as a condition to the effectiveness of, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (ai) If this Agreement is terminated terminated: (iA) by Parent pursuant to Section 8.4(a7.1(e) (Company Change in Adverse Recommendation); (B) by either party pursuant to Section 7.1(c) (No Vote) or by Parent pursuant to Section 7.1(j) (iiNo Solicitation of Transactions) and, in either case, (x) prior to such termination an Acquisition Proposal (defined for the purpose of this clause (b) by replacing each reference to 20% in the definition of the term Acquisition Proposal with 60%) had been announced or otherwise made publicly known and not withdrawn, and within twelve (12) months following such termination, the Company enters into an Acquisition Agreement and thereafter consummates the transactions contemplated by such Acquisition Agreement; or (C) by the Company pursuant to Section 8.3(c7.1(d) (Termination for Superior Proposal), ; then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), shall pay Parent a fee equal to $356,000,000 25,000,000, less any Parent Expenses previously reimbursed pursuant to Section 7.2(d) (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company). (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to Such Company Termination Fee shall be paid in clause immediately available funds and shall be due and payable on the date that is (iA) of this sentence, but five (5) Business Days after the date of this Agreementtermination in the event of a termination by Parent pursuant to Section 7.1(e) (Adverse Recommendation), (B) upon the consummation of the transaction contemplated by the applicable Acquisition Agreement in the event of a Company Acquisition Proposal shall have been publicly made termination pursuant to Section 7.1(c) (No Vote) or Section 7.1(j) (No Solicitation of Transactions), or (C) the Company or any of its Subsidiaries or shall have been made directly date on which a termination occurs pursuant to the Company’s shareholders Section 7.1(d) (whether or not conditionalSuperior Proposal) (or any Person shall have publicly announced the next Business Day, if on a bona fide written intention, whether or date that is not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and Business Day). (iii) within twelve (12) months after the date of a termination The parties hereto acknowledge and agree that in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion, whether or not the Company Termination Fee may be payable under more than provision of this Agreement, at the same or at different times and the occurrence of different events. (civ) If this Agreement is terminated by Parent or the Company becomes obligated to pay the Company Termination Fee pursuant to this Section 8.2(b7.2(b), then Parent and Merger Sub agree that, other than in the case of fraud, its right to receive the Company Termination Fee from the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) be its sole and exclusive remedy as promptly as practicable (and, set forth in any event, within two Business Days following such terminationSection 8.8(a).

Company Termination Fee. In the event that: (ai) If this This Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c8.1(e); or (ii) (Termination for Superior ProposalA) the Company has knowledge of a Company Takeover Proposal and such Company Takeover Proposal shall have not been withdrawn, (B) a Company Takeover Proposal shall have been made directly to holders of Company Common Stock and such Company Takeover Proposal shall have not been withdrawn or (C) any Person has publicly announced an intention (whether or not conditional), then and not withdrawn its intent, to make a Company Takeover Proposal, and thereafter this Agreement is terminated pursuant to Section 8.1(d)(ii), or Section 8.1(f), and within twelve (12) months of such termination the Company shall, within two (2) Business Days after such termination either enters into an Acquisition Agreement or consummates a Company Takeover Proposal involving the Person who made the Company Takeover Proposal; then in the case of clause (i) or concurrently with such termination in the case of clause (ii)) above, the Company shall promptly, but in no event later than the date of the earliest such event, pay to Parent a fee equal to (A) Eleven Million Dollars ($356,000,000 11,000,000) plus (B) all reasonable, documented out-of-pocket Parent expenses relating hereto up to, but not exceeding, One and a Half Million Dollars ($1,500,000) in the aggregate ((A) and (B) collectively, the “Company Termination Fee”) less any amount ), payable by wire transfer of Parent Expenses previously paid by the Companysame day funds. (biii) If (iThe Company acknowledges that the agreements contained in this Section 8.3(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement is terminated by Parent or Agreement. Accordingly, if the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, fails promptly to make a Company Acquisition Proposal) payment due pursuant to this Section 8.3(b), and, in each caseorder to obtain such payment, not withdrawn, and (iii) within twelve (12) months after the date of Parent or Merger Sub commences a termination suit that results in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by judgment against the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to ParentParent and Merger Sub their reasonable costs and expenses (including attorneys’ fees and expenses) in connection with such suit, by wire transfer together with interest on the amount set forth in this Section 8.3(b) at the prime rate of immediately available fundsXxxxx Fargo and Company in effect on the date such payment was required to be made. Notwithstanding the foregoing, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, parties hereto acknowledge and agree that in any eventproceeding by Parent or Merger Sub alleging breach of the Company’s obligations under this Agreement, within two Business Days following such termination)the amount of any Company Termination Fee previously paid by Company shall be credited against any damages that the Parent or Merger Sub may be entitled to receive. (iv) In no event shall more than one Company Termination Fee be payable hereunder.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant The Company shall pay to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a termination fee equal to of $356,000,000 40.0 million (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by in immediately available funds in the Company. (b) If (i) event that this Agreement is terminated by Parent or as follows: (i) if the Company shall terminate this Agreement pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote8.1(e), ; (ii) prior if Parent shall terminate this Agreement pursuant to such termination referred Section 8.1(d); (iii) if (A)(x) Parent shall terminate this Agreement pursuant to in clause Section 8.1(f) as a result of the Company’s breach of Section 6.2(a) or (iy) of either party shall terminate this sentenceAgreement pursuant to Section 8.1(h)(i), but and (B) at any time after the date of this AgreementAgreement and before the termination of this Agreement or the vote on this Agreement at the Company Stockholders’ Meeting, a Company respectively, an Acquisition Proposal (provided that, for purposes of this Section 8.2(e)(iii) and Section 8.2(e)(iv) below, all percentages in the definition thereof shall be deemed to be equal to 50%) with respect to the Company shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, and not withdrawn, and (C) the Company enters into a definitive agreement providing for a Competing Transaction with respect to the Company or a Competing Transaction with respect to the Company is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iii) within twelve (12) months after shall be reduced by the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company any payments made pursuant to Section 8.2(b); or (iv) if (A) either party shall terminate this Agreement pursuant to Section 8.1(b), then and (B) at any time after the date of this Agreement and before the termination of this Agreement, an Acquisition Proposal with respect to the Company shall pay have been publicly announced and not publicly and bona fide withdrawn, and (C) following the existence of such Acquisition Proposal and prior to Parentany such termination, by wire transfer the Company shall have intentionally breached (and not cured after notice thereof) any of immediately available fundsits covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the termination of this Agreement, and (D) the Company enters into a fee equal definitive agreement providing for a Competing Transaction with respect to $25,000,000 (the “Parent Expenses”) as promptly as practicable (andCompany or a Competing Transaction with respect to the Company is otherwise consummated, in any eventeither case, within two Business Days twelve months following the termination of this Agreement; provided, however, that any such terminationtermination fee payable pursuant to this clause (iv) shall be reduced by the amount of any payments made pursuant to Section 8.2(b).

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (The Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), shall pay Parent a termination fee in an amount equal to $356,000,000 7,000,000 (the “Company Termination Fee”), in the manner and at the time set forth in Section 11.2(d)(i) less hereof, in the event that this Agreement is terminated solely as follows: (i) if Parent shall terminate this Agreement pursuant to Section 11.1(d); (ii) if the Company shall terminate this Agreement pursuant to Section 11.1(e), or (iii) (A) an Acquisition Proposal involving the Company shall have been publicly announced, commenced or otherwise been communicated or made known to senior management of the Company or the Company Board or any amount of Parent Expenses previously paid by person shall have publicly announced an intention to make an Acquisition Proposal involving the Company. , (b) If (iB) this Agreement is (x) terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote11.1(h), (iiy) prior terminated by Parent pursuant to such Section 11.1(f) or (z) terminated by Parent or Company pursuant to Section 11.1(b) and at the time of termination referred to in clause (i) no vote of the Company Shareholders contemplated by this sentence, but after Agreement at the date of this Agreement, a Company Acquisition Proposal Shareholders Meeting shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawnoccurred, and (iiiC) within twelve (12) months after of the date termination of this Agreement, the Company enters into an agreement with respect to a Control Transaction or consummates a Control Transaction. As used in this Section 11.2, “Control Transaction” means the acquisition by purchase, merger, consolidation, sale, transfer or otherwise in one transaction or any related series of transaction of a termination in either majority of the cases referred voting power of the outstanding securities of the Company or the Company Bank or substantially all of the assets of Company or Company Bank. Payment of the Termination Fee to Parent, pursuant to this Section 11.2(b), shall be the sole and exclusive liability of the Company to and the sole remedy of Parent for any termination of this Agreement as set forth in clause paragraphs (i), (ii) and (iii) of this Section 8.5(b11.2(b), or the actions, events, occurrences or circumstances giving rise to any such termination. Company consummates and Parent agree that the agreements contained in this Section 11.2(b) are an integral part of the transactions contemplated by this Agreement, that without such agreements Company and Parent would not have entered into this Agreement and that such amounts do not constitute a Company Acquisition Proposal or enters into an agreement contemplating penalty in the event of a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes breach of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasionAgreement by Company. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (a) If The parties hereto agree that if this Agreement is validly terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation7.1(e) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(f), then the Company shallshall pay to Parent prior to or substantially concurrently with such termination, in the case of a termination by the Company, or within two (2) Business Days after such termination thereafter, in the case of clause (ia termination by Parent, the Company Termination Fee. If this Agreement is terminated pursuant to Section 7.1(e)(i), with respect to a Superior Proposal, Section 7.1(e)(ii) or concurrently with such termination in the case of clause (iiSection 7.1(f), pay Parent a fee equal in each case, prior to $356,000,000 (the No-Shop Period Start, the “Company Termination Fee”” means $55,379,181; if this Agreement is terminated pursuant to Section 7.1(e)(ii) less or Section 7.1(f), in each case, after the No-Shop Period Start, or Section 7.1(e)(i), other than with respect to a Superior Proposal, at any amount of Parent Expenses previously paid by time, the Company“Company Termination Fee” means $110,758,363. (b) If The parties hereto agree that if (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a7.1(b) (Termination Date) as a result of the failure to obtain the Company Shareholder Approval or 8.2(b) (Shareholder VoteSection 7.1(g), (ii) prior to such termination referred to in clause (ix) of this sentence, but after the date hereof and prior to the date of this Agreementthe Company Meeting in respect of Section 7.1(b) or (y) after the date hereof and prior to the date of such termination in respect of Section 7.1(g), a Company an Acquisition Proposal shall have has been publicly made to the Company made, proposed, communicated or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, the case of Section 7.1(b) not withdrawn, withdrawn at least ten (10) days before the date such meeting is held (unless it is adjourned) and (iii) the Company enters into a definitive agreement with respect to such Acquisition Proposal within twelve (12) months after such termination and the date of a termination in either of the cases referred transaction generally contemplated by or similar to in clause (i) of this Section 8.5(b), the Company consummates a Company such Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposalis consummated, then the Company shall pay the Company Termination FeeFee to Parent, less any amount of Parent Expenses previously paid by the Company, concurrently substantially contemporaneously with the earlier consummation of such entry or consummation; provided that solely for transaction. For purposes of this Section 8.5(b7.3(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d)8.4, except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%”. (c) All payments under this Section 7.3 shall be made by wire transfer of immediately available funds denominated in U.S. dollars to an account designated in writing by Parent, or more”in the absence of such designation, an account established for the sole benefit of Parent. (d) Each of the parties acknowledges that the agreements contained in this Section 7.3 are an integral part of the Transactions, and that without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. In For the avoidance of doubt, in no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (ce) If In circumstances where the Company Termination Fee is payable in accordance with Section 7.3(a) or Section 7.3(b), Parent’s receipt of the Company Termination Fee (if received) from or on behalf of the Company shall be Parent’s and Merger Sub’s sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) against the Company and its Subsidiaries and any of their respective former, current or future direct or indirect equity holders, general or limited partners, controlling persons, shareholders, members, managers, directors, officers, employees, agents, affiliates or assignees (collectively, the “Company Related Parties”) for all losses and damages suffered as a result of the failure of the Merger or the other Transactions to be consummated, for any breach or failure to perform hereunder or otherwise, and upon payment of such amounts, no such Person shall have any further liability or obligation relating to or arising out of this Agreement is terminated by Parent or the Transactions (except that the Company shall also be obligated with respect to reimbursement of the costs and expenses of enforcement and payment of interest described in the following sentence). In addition, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b7.3(a) or Section 7.3(b), then (i) the Company shall reimburse Parent for all costs and expenses (including the documented fees and expenses of counsel) incurred in the collection of such overdue amounts and (ii) the Company shall pay to ParentParent interest on the amounts payable pursuant to Section 7.3(a) or Section 7.3(b) from and including the date payment of such amounts was due to but excluding the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such terminationwithout compounding).

Company Termination Fee. (a) If Any provision in this Agreement is terminated to the contrary notwithstanding, if (i) by Parent the Company shall have terminated this Agreement pursuant to Section 8.4(a7.1(g)(i), (ii) Parent shall have terminated this Agreement pursuant to Section 7.1(g)(ii), or (iii) (A) after the date of this Agreement but (x) prior to the Company Change Stockholders’ Meeting (in Recommendationthe case of a termination pursuant to Section 7.1(d)) or (iiy) by prior to the Company End Date (in the case of a termination pursuant to Section 8.3(c7.1(b)) provided that the condition set forth in Section 6.1(a) is not satisfied, an Alternative Proposal (Termination for Superior Proposaldisregarding the word “inquiry” in the definition thereof) is publicly proposed or publicly disclosed, or any Person shall have publicly announced an intention (whether or not conditional) to make an Alternative Proposal (disregarding the word “inquiry” in the definition thereof), then the Company shallprior to, within and not withdrawn at least two (2) Business Days after such termination prior to, the Company Stockholders’ Meeting (in the case of clause (ia termination pursuant to Section 7.1(d)) or concurrently with such termination prior to the End Date (in the case of clause (iia termination pursuant to Section 7.1(b)), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (iB) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date7.1(b) or 8.2(bSection 7.1(d) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iiiC) concurrently with or within twelve (12) months after the date of a termination in either of the cases referred to in clause such termination, (ixx) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay have entered into a definitive agreement providing for a transaction that constitutes an Alternative Proposal (which transaction is subsequently consummated, whether during or following such twelve (12)-month period) or (yy) the Company Termination Feeshall have completed a transaction that constitutes an Alternative Proposal (it being understood that, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(bclause (C), such transaction need not be with the term “Company Acquisition Proposal” shall have same Person that made the meaning assigned to such term in Section 6.2(d), except Alternative Proposal under clause (A) and that the references to “twenty percent (20%) or more)” in the definition of Alternative Proposal shall be deemed to be references to “fifty percent (50%)” for any fee to be payable under this Section 7.3(a)), then the Company shall pay, by wire transfer of immediately available funds to an account designated by Parent, a fee of $95,600,000 in cash (the “Company Termination Fee”), such payment to be made prior to or concurrently with, and as a condition to the effectiveness of, termination in the case of clause (i) above, within three (3) Business Days after such termination in the case of clause (ii) above, or more”. In within three (3) Business Days after the last to occur of the events set forth in clause (iii) above; it being understood that in no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated . Upon the payment by Parent or the Company of the Company Termination Fee as and when required by this Section 7.3(a), together with any fees, costs, expenses and interest payable pursuant to Section 8.2(b7.3(c), then none of the Company Company, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall pay have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to Parent, Merger Sub or their respective Affiliates or Representatives, except to the extent provided in Section 7.2. Payment of the Company Termination Fee pursuant to this Section 7.3(a) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by wire transfer Parent, Merger Sub, any of immediately available fundstheir respective Affiliates or Representatives or any other Person in connection with this Agreement (and the termination hereof), a fee equal to $25,000,000 the transactions contemplated by this Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and, upon payment of the Company Termination Fee, none of Parent, Merger Sub, any of their respective Affiliates (collectively, “Parent ExpensesRelated Parties”) 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 by this Agreement or any matters forming the basis for such termination, except to the extent provided in Section 7.2. Parent’s right to receive payment from the Company of the Company Termination Fee pursuant to this Section 7.3(a) shall be the sole and exclusive remedy of the Parent Related Parties in circumstances where the Company Termination Fee is payable pursuant to this Section 7.3(a) against the Company and its Subsidiaries and any of their respective former, current or future officers, directors, employees, partners, stockholders, optionholders, managers, members, other Representatives or Affiliates (collectively, “Company Related Parties”) for any loss suffered as promptly as practicable (anda result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Company Termination Fee, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in any eventeach case, within two Business Days following such termination)to the extent provided in Section 7.2.

Company Termination Fee. (a) If this Agreement is terminated (i) by If either the Company or Parent terminates this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation8.1(g) or Parent terminates this Agreement pursuant to Section 8.1(b) due to a breach by the Company, within three (3) business days after such termination the Company shall pay or cause to be paid to Parent any and all out-of-pocket fees and expenses (including fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other Representatives), but excluding any VAT for which Parent (or any member of a VAT Group of which Parent is a member) is entitled to a refund, repayment or credit from any relevant tax authority, actually incurred by or on behalf of Parent in connection with the authorization, preparation, negotiation, execution or performance of this Agreement and the Transactions (the “Parent Expenses”), in an aggregate amount not to exceed $45,000,000 in cash; provided that the payment by the Company of the Parent Expenses pursuant to this Section 8.2(b)(i) shall not relieve the Company of any subsequent obligation to pay the Company Termination Fee pursuant to Section 8.2(b) except to the extent indicated in such section, and (ii) shall not relieve the Company from any liability for damages resulting from a Willful Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or fraud. To the extent a Company Termination Fee becomes payable, any payment previously made pursuant to this Section 8.2(b)(i) shall be credited against such obligation of the Company to pay the Company Termination Fee. (ii) If (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(c) or Section 8.1(g) or Parent terminates this Agreement pursuant to Section 8.1(b) due to a breach by the Company pursuant to Section 8.3(c) (Termination for Superior Proposalprovided that such breach occurred following a Company Competing Proposal received after the date hereof), then (B) after the date hereof a Company Competing Proposal shall have been publicly disclosed and not publicly, irrevocably withdrawn prior to the date of the Company shallSpecial Meeting, and (C)(1) any Company Competing Proposal is consummated within two twelve (12) months of such termination or (2) Business Days after the Company enters into a definitive agreement providing for a Company Competing Proposal within twelve (12) months of such termination in and such Company Competing Proposal is consummated, within one (1) business day after the case of clause (i) date any such Company Competing Proposal is consummated, the Company shall pay or concurrently with such termination in the case of clause (ii), pay cause to be paid to Parent a fee equal to of $356,000,000 255,000,000 in cash (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely . Solely for purposes of this Section 8.5(b8.2(b)(ii), the term “Company Acquisition Competing Proposal” shall have the meaning assigned to such term in Section 6.2(d)9.5, except that the all references to “twenty (20%) or more” therein shall be deemed to be references to “fifty percent (50%”. (iii) If the Company terminates this Agreement pursuant to Section 8.1(i), concurrently with, and as a condition to, such termination, the Company shall pay or cause to be paid to Parent the Company Termination Fee. (iv) If Parent terminates this Agreement pursuant to Section 8.1(d), within three (3) business days after such termination, the Company shall pay or cause to be paid to Parent the Company Termination Fee. (v) In the event any amount is payable by the Company pursuant to the preceding clauses (i), (ii), (iii) or more”(iv), such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. In For the avoidance of doubt, in no event shall the Company be required obligated to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (cvi) If this Agreement The Company confirms that it is terminated by Parent or established outside of the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)European Union for VAT purposes.

Company Termination Fee. (ai) If (A) this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c7.1(c)(ii), (B) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), or (C) (Termination x) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for Superior Proposal“25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shallshall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such termination in the case of clause (A) above, within two (2) three Business Days after such termination in the case of clause (iB) above, or concurrently with within three Business Days after the consummation of such termination Company Qualifying Transaction in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”C) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to above; it being understood that in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (cii) If this Agreement is terminated by Parent or the Company pursuant is required to withhold or deduct any amount for or on account of U.S. federal income Taxes under Section 8.2(b)1442 or 1445 of the Code from the Company Termination Fee, then the Company shall remit the full amount so withheld and deducted to the applicable Governmental Entity and the Company shall pay additional amounts to Parent (“Parent Additional Amounts”) (such additional amounts to constitute additional proceeds for the disposition by the Parent of its rights under this Agreement) as may be necessary so that the net amount received by Parent (including the Parent Additional Amounts) after such withholding or deduction is not less than the amount Parent would have received if the Taxes had not been so withheld or deducted; provided, that the Company’s obligation to pay such Parent Additional Amounts shall not apply to the extent that the obligation to withhold or deduct any amount from the Company Termination Fee arises solely as the result of Parent’s failure to deliver to the Company, by wire transfer prior to the payment of immediately available fundsthe Company Termination Fee, a fee equal properly completed and executed IRS Form W-8BEN-E establishing an exemption from withholding under the U.S.–Canada Income Tax Treaty or IRS Form W-8ECI. Furthermore, without duplication of the foregoing sentence, the Company shall indemnify and hold harmless Parent from the full amount of any Taxes imposed on Parent under Section 881(a) the Code (together with any interest and penalties and expenses paid or payable by Parent with respect thereto) with respect to $25,000,000 the receipt of the Company Termination Fee other than Taxes in respect of which amounts have been fully deducted and remitted and Parent Additional Amounts have been paid. The parties shall cooperate to minimize any Taxes required to be deducted or withheld in respect of the Company Termination Fee. At the Company’s reasonable request and expense, Parent shall use commercially reasonable efforts to obtain a refund from the applicable U.S. Governmental Entity of any Taxes in respect of which the Company has paid a Parent Additional Amount or indemnified Parent (or, if such refund cannot be obtained, to claim a credit for such Taxes). Parent shall promptly pay the “amount of any such refund or credit obtained to the Company, net of any costs, Taxes and expenses borne by Parent Expenses”with respect to such refund or credit; provided that Parent shall not be obligated to make any payment otherwise required pursuant to this sentence to the extent making such payment would place Parent in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification or Parent Additional Amount and giving rise to such refund or credit had not been deducted, withheld or otherwise imposed and the indemnification payments or Parent Additional Amount with respect to such Tax had never been paid. Parent and the Company agree: (i) to treat, for U.S. federal income Tax purposes, payment of the Company Termination Fee and any Parent Additional Amounts as promptly as practicable giving rise to gain or loss attributable to the cancellation, lapse, expiration or other termination of a right or obligation with respect to property which is (andor on acquisition would be) a capital asset in the hands of Parent within the meaning of Section 1234A(1) of the Code, and (ii) not to take any position inconsistent with such treatment, in each case, except to the extent otherwise required by applicable Law. The obligations described in this paragraph shall survive any eventtermination, within two Business Days following such terminationdefeasance or discharge of this Agreement. Except as otherwise set forth in Section 7.2 or this Section 7.3(a), on the payment by the Company of the Company Termination Fee, the CP Termination Fee Refund and the Parent Additional Amounts as and when required by this Section 7.3, neither the Company nor any of its former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated hereby to Parent or its Affiliates or Representatives.

Company Termination Fee. (a) If The Company agrees that if this Agreement is terminated shall be terminated: (i) by Parent pursuant to Section 8.4(a8.01(c)(ii), then (so long as Parent was not in breach of any of its representations, warranties or covenants in this Agreement such that the applicable condition to the Company’s obligation to consummate the Merger would not have been satisfied as of the Termination Date) (the Company Change shall pay the Company Termination Fee as directed by Parent in Recommendation) or writing; (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal8.01(d)(ii), then the Company shall, within two shall pay the Company Termination Fee (2) Business Days after such termination in the case of clause (i) or which Company Termination Fee shall be paid concurrently with such termination termination) as directed by Parent in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.writing; (biii) If (i) this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a8.01(b)(iii) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but and at any time after the date of this AgreementAgreement and prior to the Stockholders Meeting, a Company or any postponement or adjournment thereof, an Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (stockholders or any Person shall have publicly announced a bona fide written intention, whether or not conditional, an intention to make a Company an Acquisition Proposal) and, or an Acquisition Proposal shall have otherwise become publicly known, and in each case, case such Acquisition Proposal shall have not withdrawn, and (iii) within twelve (12) months after been withdrawn prior to the date of the Stockholders Meeting, then, if within one year after such termination, the Company shall have made a termination communication to its stockholders contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in either connection with the making or amendment of a tender offer or exchange offer (other than any communication in which the Company rejects such tender or exchange offer)), with regard to, entered into a definitive agreement with respect to, or consummated, any transaction that would qualify as an Acquisition Proposal under this Agreement, or any transaction of the cases type referred to in clause (i) the definition of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposalshall be consummated, then then, in any such event, the Company shall pay to Parent an amount equal to the Company Termination Fee, less any amount such payment to be made upon the earliest of Parent Expenses previously paid by the Company, concurrently with the earlier date of such entry communication or consummation; provided that solely for purposes of this Section 8.5(b)the entering into of such an agreement providing for, the term “Company Acquisition Proposal” shall have the meaning assigned to or consummating, such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee a transaction or the Parent Expenses date on more than one occasion.which such a transaction is consummated; or (civ) If this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(b8.01(b)(i) if the Company Stockholders’ Meeting had not been held or was held without taking a vote on the Stockholder Approval and at any time after the date of this Agreement an Acquisition Proposal shall have been made directly to the Company’s stockholders or any Person shall have publicly announced an intention to make an Acquisition Proposal, or an Acquisition Proposal shall have otherwise become publicly known, and in each case such Acquisition Proposal shall have not been withdrawn prior to the date of the Stockholders Meeting (if held) or the date specified in Section 8.01(b)(i) (if the Stockholders Meeting was not held), then then, if within one year after such termination, the Company shall have made a communication to its stockholders contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer (other than any communication in which the Company rejects such tender or exchange offer)), with regard to, entered into a definitive agreement with respect to, or consummated, any transaction that would qualify as an Acquisition Proposal under this Agreement, or any transaction of the type referred to in the definition of Acquisition Proposal shall be consummated, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, a fee Parent an amount equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (andCompany Termination Fee, in any eventsuch payment to be made upon the earliest of the date of such communication or of the entering into of such an agreement providing for, within two Business Days following or consummating, such termination)a transaction or the date on which such a transaction is consummated.

Company Termination Fee. (a) If this Agreement is terminated (i) by If (A) Parent or the Company terminates this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation8.1(c) or Section 8.1(g), (iiB) by a Company Competing Proposal shall have been publicly disclosed and not publicly, irrevocably withdrawn prior to the date of the Company pursuant to Section 8.3(cSpecial Meeting, and (C)(1) any Company Competing Proposal is consummated within twelve (Termination for Superior Proposal), then the Company shall, within two 12) months of such termination or (2) Business Days after the Company enters into a definitive agreement providing for a Company Competing Proposal within twelve (12) months of such termination in and such Company Competing Proposal is consummated, within one (1) business day after the case of clause (i) or concurrently with date any such termination in Company Competing Proposal is consummated the case of clause (ii), Company shall pay Parent a fee equal to of $356,000,000 875,000,000 in cash (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely . Solely for purposes of this Section 8.5(b8.2(b)(i), the term “Company Acquisition Competing Proposal” shall have the meaning assigned to such term in Section 6.2(d)9.5, except that the all references to “twenty (20%) or more” therein shall be deemed to be references to “fifty percent (50%”. (ii) If Parent terminates this Agreement pursuant to Section 8.1(d), within three (3) business days after such termination, the Company shall pay or cause to be paid to Parent the Company Termination Fee. (iii) If either the Company or Parent terminates this Agreement pursuant to Section 8.1(g), within three (3) business days after such termination the Company shall pay or cause to be paid to Parent $250,000,000. To the extent a Company Termination Fee becomes payable, any payment previously made pursuant to this Section 8.2(b)(iii) shall be credited against such obligation of the Company to pay the Company Termination Fee. (iv) In the event any amount is payable by the Company pursuant to the preceding clauses (i), (ii) or more”(iii), such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. In For the avoidance of doubt, in no event shall the Company be required obligated to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (ai) If In the event that this Agreement is terminated (iA) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation7.01(c)(ii) or (iiB) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.01(d)(ii), then the Company shallshall pay, within two (2) Business Days after such termination or cause to be paid, the Company Termination Fee to Parent or its designee by wire transfer of same-day funds, in the case of clause (i) or concurrently with A), within two Business Days after such termination or in the case of clause (iiB), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Companysimultaneously with such termination. (bii) If In the event that (iA) this Agreement is terminated by Parent or the Company or Parent pursuant to Section 8.2(a7.01(b)(i) and, at the time of such termination (or, if earlier, at the termination or expiration of the Offer), the Minimum Condition was not satisfied but all of the other Offer Conditions were satisfied and (B) (Termination Date1) a bona fide Takeover Proposal shall have been publicly made, proposed or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but communicated by a third party after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made Agreement and not withdrawn prior to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, such termination and (iii2) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)Agreement is terminated, the Company consummates a Company Acquisition Proposal consummates, or enters into an a definitive agreement contemplating providing for, a Company Acquisition Takeover Proposal, then the Company shall pay pay, or cause to be paid, the Company Termination FeeFee to Parent or its designee by wire transfer of same-day funds, less any amount of Parent Expenses previously paid by within two Business Days after the Company, concurrently with the earlier consummation of such entry or consummation; provided that solely for Takeover Proposal. For purposes of this Section 8.5(b7.03(a)(ii), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (2015%) or more” in the definition of Takeover Proposal shall be deemed to be references to “fifty percent (50%”. (iii) or more”. In no event shall the Company be required to pay or cause to be paid the Company Termination Fee or the Parent Expenses on more than one occasion. (civ) If In the event the Company Termination Fee is paid to Parent in circumstances under which such fee is payable pursuant to this Section 7.03(a), payment of the Company Termination Fee (plus any additional amounts payable pursuant to the last two sentences of Section 7.03(b)) shall, subject to Section 8.08, shall be the sole and exclusive remedy of Parent, Merger Sub and their respective Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates against the Company and its Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates (collectively, “Company Related Parties”) for any loss suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, and on payment of such amount none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b)Transactions, then except in the Company shall pay to Parent, by wire transfer case of immediately available funds, a fee equal to $25,000,000 (Fraud or Willful Breach on the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)part of the Company.

Company Termination Fee. (a) If this Agreement is terminated (i) by The Company shall pay to Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 $ 325,364,166 (the “Company Termination Fee”) less any amount ), by wire transfer of Parent Expenses previously paid immediately available funds to an account or accounts designated in writing by Parent, in the Company.event that: (bi) If (iA) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date8.1(b)(i) or 8.2(bpursuant to Section 8.1(b)(iii); (B) (Shareholder Vote), (ii) following the execution and delivery of this Agreement and prior to such termination referred to in clause (i) of this sentencethe Stockholder Meeting, but after the date of this Agreement, a Company an Acquisition Proposal (whether or not conditional and whether or not withdrawn) shall have been publicly made to the Company or any of its Subsidiaries announced or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have become publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, disclosed; and (iiiC) within twelve (12) months after the date of a following such termination in either of the cases referred to in clause (i) of this Section 8.5(b)Agreement, (x) the Company consummates enters into a Company definitive agreement with any third party with respect to an Acquisition Proposal or enters into (y) an agreement contemplating a Company Acquisition ProposalProposal is consummated, then the Company shall pay in which case the Company Termination Fee, less any amount of Parent Expenses previously paid Fee shall be payable concurrently with or prior to the Company’s entry into a definitive agreement with respect to such Acquisition Proposal; (ii) this Agreement is terminated by the CompanyCompany pursuant to Section 8.1(c)(ii), in which case the Company Termination Fee shall be payable substantially concurrently with such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 8.1(d)(ii), in which case the earlier of Company Termination Fee shall be payable within two (2) Business Days after such entry or consummation; provided that solely for termination. For purposes of this Section 8.5(b), the term references to an “Company Acquisition Proposal” shall have the meaning assigned to such term or an “Acquisition Transaction” in Section 6.2(d8.3(c)(i), except that all references in the references definition of “Acquisition Transaction” to “twenty twenty-five percent (2025%) or more)” and “seventy-five percent (75%)” shall each be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).”

Company Termination Fee. (a) If Notwithstanding anything to the contrary in this Agreement is terminated Agreement, if (i) by Parent the Company shall have terminated this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation) or 8.01(g), (ii) by the Company Parent shall have terminated this Agreement pursuant to Section 8.3(c8.01(h), or (iii) (Termination for Superior ProposalA) after the date of this Agreement, an Acquisition Proposal is publicly proposed or publicly disclosed prior to, and not publicly withdrawn without qualification at least three (3) business days prior to, the Company Stockholders’ Meeting or the breach giving rise to the right to terminate this Agreement pursuant to Section 8.01(f), then the Company shallas applicable, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (iB) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date8.01(d) or 8.2(bParent pursuant to Section 8.01(f) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iiiC) concurrently with or within twelve (12) months after such termination, (x) the date Company shall have entered into a definitive agreement providing for an Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such twelve (12)-month period) or (y) an Acquisition Proposal is consummated (in the case of a each of clauses (x) and (y), whether or not involving the same Acquisition Proposal which was made prior to the termination in either of the cases referred to in clause (i) of this Section 8.5(bAgreement), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay pay, by wire transfer of immediately available funds to an account designated by Investor (including, for this purpose, any account designated by Investor that is an account of a Subsidiary of Investor), a fee of $344,800,000 in cash (the “Company Termination Fee”), less any amount of Parent Expenses previously paid by the Company, such payment to be made concurrently with termination in the earlier case of clause (i) above, within three (3) business days after such entry termination in the case of clause (ii) above, or consummationwithin three (3) business days after the consummation of the Acquisition Proposal, in the case of clause (iii) above; provided it being understood that solely (x) for all purposes of clause (iii) above and the application of this Section 8.5(b8.03(a), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the all references to “twenty percent (20%) or morein the definition of “Acquisition Proposal” shall be deemed to be references to “more than fifty percent (50%)” and (y) or more”. In in no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If . Upon the payment by the Company of the Company Termination Fee as and when required by this Section 8.03(a), none of the current, former, or future Company Parties shall have any further liability with respect to this Agreement is terminated by Parent or the Transactions to any Parent Party. In the event the Company Termination Fee becomes due and payable, payment from the Company of the Company Termination Fee pursuant to this Section 8.03(a) (and any Enforcement Expenses due pursuant to Section 8.2(b8.03(c)) shall be the sole and exclusive remedy of the Parent Parties against the Company Parties for any and all losses or damages suffered or incurred by the Parties or any other Person in connection with this Agreement (and the termination hereof), then the Transactions (and the abandonment thereof), or any matter forming the basis for such termination or abandonment, and, upon payment of the Company Termination Fee, none of the Company Parties shall pay have any further liability or obligation arising out of or relating to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (this Agreement or the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)Transactions.

Company Termination Fee. (a) If this Agreement is terminated (ix) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (iiy) by the Company pursuant to Section 8.3(c8.3(b) (Termination for Company Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (ix) or concurrently with such termination in the case of clause (iiy), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or Section 8.2(b) (Shareholder VoteMinimum Condition), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or stockholders and not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) 12 months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition ProposalProposal which is subsequently consummated, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, Fee concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. If (aA)(i) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(d), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent pursuant to Section 7.1(e), or (iii) this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a) (Termination Date7.1(c) or 8.2(bSection 7.1(f) or by Parent pursuant to Section 7.1(g) and in the case of this clause (Shareholder VoteA)(iii), (iix) prior to such termination referred to in clause (i) of this sentence, but at any time after the date of this AgreementAgreement and prior to such termination, a Company Acquisition Takeover Proposal shall have been publicly made or communicated to the senior management or the Company or any Board of its Subsidiaries Directors or shall have been publicly announced or publicly made directly known to the shareholders of the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iiiy) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)such termination, the Company consummates shall have entered into a Company Acquisition Proposal or enters into an definitive agreement contemplating a Company Acquisition with respect to any Takeover Proposal, or any Takeover Proposal shall have been consummated (in each case, whether or not such Takeover Proposal is the same as the original Takeover Proposal made, communicated, publicly made known or publicly announced), then (B) the Company shall pay the Company Termination FeeParent, less any amount of Parent Expenses previously paid by the Companyas liquidated damages and not as a penalty, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available fundsfunds (1) concurrently with the termination, a fee equal to $25,000,000 in the case of the preceding clause (the “Parent Expenses”A)(i), (2) as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) in the case of clause (A)(ii) and (3) upon the earlier of the Company entering into an agreement providing for such Takeover Proposal or the consummation of such Takeover Proposal in the case of clause (A)(iii). For purposes of Section 7.2(b)(A)(iii) only, the definition of "Takeover Proposal" shall be modified such that all references to "20% or more" shall be deemed references to "more than 50%".

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (The Company Change in Recommendation) or (ii) by agrees that the Company pursuant shall pay to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee an amount equal to $356,000,000 1,500,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.if this Agreement is validly terminated pursuant to: (b) If (i) this Agreement is terminated Section 9.01(b) by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but and at any time after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of Agreement and before its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or termination any Person shall have publicly announced made an Acquisition Proposal and the Company enters into a bona fide written intention, whether or not conditional, definitive agreement with respect to make a Company an Acquisition Proposal, or an Acquisition Proposal is consummated, within nine months following the termination of this Agreement; (ii) and, in each case, not withdrawn, Section 9.01(e) by Parent or the Company and (iii) within twelve (12) months at any time after the date of this Agreement and before the vote on this Agreement at the Company Stockholders Meeting any Person shall have made an Acquisition Proposal and the Company enters into a definitive agreement with respect to an Acquisition Proposal, or an Acquisition Proposal is consummated, within nine months following the termination in either of the cases referred to in clause (i) of this Agreement; (iii) Section 8.5(b9.01(f) by Parent if the Company has knowingly and willfully breached its representations, warranties, covenants or agreements set forth in this Agreement; (iv) Section 9.01(g)(i) or Section 9.01(g)(iii); (v) Section 9.01(g)(ii) and at any time after the date of this Agreement and before its termination any Person shall have made an Acquisition Proposal and the Company enters into a definitive agreement with respect to that Acquisition Proposal, or that Acquisition Proposal is consummated, within twelve months following the termination of this Agreement; (vi) Section 9.01(h) and at any time after the date of this Agreement and before the vote on this Agreement at the Company Stockholders Meeting any Person shall have made an Acquisition Proposal and the Company enters into a definitive agreement with respect to an Acquisition Proposal, or an Acquisition Proposal is consummated, within nine months following the termination of this Agreement; or (vii) Section 9.01(j). If the Company Termination Fee is payable pursuant to Section 9.03(b)(iii), Section 9.03(b)(iv) or Section 9.03(b)(vii), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then Termination Fee shall be paid by the Company shall pay as directed by Parent in writing in immediately available funds on the date of termination of this Agreement by the Company or as soon as is reasonably practicable following the date of termination of this Agreement by Parent, but in any event no more than two Business Days following such date. If the Company Termination FeeFee is payable pursuant to Section 9.03(b)(i), less any amount of Parent Expenses previously Section 9.03(b)(ii), Section 9.03(b)(v) or Section 9.03(b)(vi), the Company Termination Fee shall be paid by the CompanyCompany as directed by Parent in writing in immediately available funds on the date of consummation of the relevant Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, concurrently with if this Agreement may be terminated under circumstances where the earlier of such entry or consummation; provided that solely for purposes of Company Termination Fee would be payable pursuant to this Section 8.5(b9.03(b), the term payment of the Company Termination Fee (plus the amounts payable under Section 9.03(d), if any) shall be the sole and exclusive remedy of Parent and MergerSub against the Company and its Subsidiaries and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates or agents (each of the foregoing, the “Company Acquisition Proposal” Related Parties”) for any loss suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the Merger to be consummated for any reason, and upon payment by the Company of such amounts due in accordance with this Agreement, none of the Company, its Subsidiaries or any of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement (or the meaning assigned termination of this Agreement) or the transactions contemplated by this Agreement (or the abandonment thereof) other than with respect to such term the Confidentiality Agreement. Notwithstanding the foregoing, nothing contained in this Section 6.2(d9.03(b) shall restrict Parent’s or MergerSub’s rights to seek specific performance pursuant to the terms of Section 10.06. For purposes of Section 9.03(b)(i), except that the Section 9.03(b)(ii), Section 9.03(b)(v) and Section 9.03(b)(vi), references to “twenty (20%) or more” in the definition of “Acquisition Proposal” shall be deemed to be references to “fifty percent (5050.1%) or more.”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (a) If this Agreement is terminated (i) by The Company shall pay to Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 41,179,000.00 (the “Company Termination Fee”) less any amount ), by wire transfer of Parent Expenses previously paid immediately available funds to an account or accounts designated in writing by Parent, in the Company.event that: (bi) If (iA) this Agreement is terminated by Parent or the Company pursuant to (i) Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote8.1(b)(iii), (ii) Section 8.1(b)(i) (provided, that (x) the conditions set forth in Section 7.1(b) and Section 7.1(c) are satisfied at the time of such termination pursuant to Section 8.1(b)(i), (y) the condition set forth in Section 7.1(a) is not satisfied at such time and (z) with respect to such a termination by the Company, the right to terminate this Agreement pursuant to Section 8.1(b)(i) is then available to Parent) or (iii) Section 8.1(d)(i); (B) following the execution and delivery of this Agreement and prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company bona fide Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries announced or shall have been made directly become publicly disclosed or publicly known (in the case of termination pursuant to Section 8.1(b)(i), prior to the Company’s shareholders (whether or not conditional) date of the Company Stockholder Meeting (or at any Person shall have publicly announced adjournment or postponement thereof) at which a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposalvote was taken on the adoption of this Agreement) and, in each any case, shall not withdrawn, have been withdrawn or otherwise abandoned; and (iiiC) within twelve (12) months after the date of a following such termination in either of the cases referred to in clause (i) of this Section 8.5(b)Agreement, the Company consummates a Company Acquisition Proposal or enters into an a definitive agreement contemplating a Company with respect to such Acquisition Proposal, then the Company shall pay Transaction that is later consummated or consummates such Acquisition Transaction; in which case the Company Termination Fee, less any amount Fee shall be payable within two (2) Business Days after the consummation of Parent Expenses previously paid such Acquisition Transaction; (ii) this Agreement is terminated by the CompanyCompany pursuant to Section 8.1(c)(ii), in which case the Company Termination Fee shall be payable substantially concurrently with such termination; or (iii) this Agreement is terminated by Parent pursuant to Section 8.1(d)(ii), in which case the earlier of Company Termination Fee shall be payable within two (2) Business Days after such entry or consummation; provided that solely for termination. For purposes of this Section 8.5(b), the term references to an “Company Acquisition Proposal” shall have the meaning assigned to such term or an “Acquisition Transaction” in Section 6.2(d8.3(b)(i), except that the all references to “more than twenty percent (20%) or more)” in the definition of “Acquisition Transaction” shall be deemed to be references to “more than fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).”

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (iA) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date8.1(d) or 8.2(bSection 8.1(e); (B) (Shareholder Vote), (ii) following the execution and delivery of this Agreement and prior to such the termination referred to in clause (i) of this sentence, but after the date of this Agreement, Agreement pursuant to Section 8.1(d) or Section 8.1(e) a Company bona fide Acquisition Proposal shall have or Inquiry for an Acquisition Transaction has been publicly made announced or disclosed and not withdrawn or has otherwise become known to the Company Board (or any of its Subsidiaries or shall have been made directly a committee thereof) and not withdrawn in each case prior to the Company’s shareholders (whether Company Stockholder Meeting or not conditional) (or any Person shall have publicly announced a bona fide written intentionthe event giving rise to such right of termination, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, respectively; and (iiiC) within twelve (12) months after following the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)Agreement pursuant to either such provision, either an Acquisition Transaction is consummated or the Company consummates a Company Acquisition Proposal or enters into a definitive agreement providing for the consummation of an agreement contemplating a Company Acquisition ProposalTransaction, then the Company shall substantially concurrently upon the earlier of the entry into such definitive agreement and such consummation pay the Company Termination Fee, Fee (less any the amount of any Parent Expenses previously paid reimbursed pursuant to Section 8.3(b)(iv)) by the Company, concurrently with the earlier wire transfer of such entry immediately available funds to an account or consummation; provided that solely for accounts designated in writing by Parent. For purposes of this Section 8.5(b8.3(b)(i), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the all references to “twenty (20%) or more” shall in the definition of “Acquisition Transaction” will be deemed to be references to “fifty percent (5040%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (cii) If this Agreement is validly terminated by Parent or the Company pursuant to Section 8.2(b8.1(f), then the Company shall pay must promptly (and in any event within two (2) Business Days) following such termination pay, or cause to Parentbe paid, to Parent the Company Termination Fee by wire transfer of immediately available fundsfunds to an account or accounts designated in writing by Parent if one has been so designated by Parent following request therefor (or if not so designated, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following possible thereafter such terminationdesignation). (iii) If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company must substantially concurrently with such termination pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent if one has been so designated by Parent following request therefor (or if not so designated, as promptly as possible thereafter such designation).

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal11.1(c)(ii), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a11.1(d) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to but only in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to case where the Company or any of has breached its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced obligations and covenants in Section 7.3 by affirmatively soliciting a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Takeover Proposal, then the Company shall pay the Company Termination Fee, less any amount of to Parent Expenses previously paid (or as directed by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(bParent), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available same day funds, a fee equal to $25,000,000 1,981,000 plus reimbursement of Parent’s and its affiliates’ reasonable expenses incurred in connection with the transactions contemplated by this Agreement up to, but not in excess of, $500,000 (collectively, the “Parent ExpensesCompany Termination Fee”) ), as promptly as practicable (and, in any event, within two Business Days (2) business days following such termination). If this Agreement is terminated by either the Company or Parent pursuant to Section 11.1(b)(i) or by Parent pursuant to Section 11.1(d)(ii), then, in the event that, (a) at any time after the date of this Agreement and prior to the occurrence of the action or event that gave rise to Parent’s right to terminate pursuant to Section 11.1(b)(i) or Section 11.1(d)(ii), as applicable, any Third Party shall have publicly made, proposed, communicated or disclosed an intention to make a bona fide Takeover Proposal, which bona fide Takeover Proposal was not retracted or rescinded prior to the occurrence of the action or event that gave rise to Parent’s right to terminate pursuant to Section 11.1(b)(i) or Section 11.1(d)(ii), as applicable, and (b) within nine (9) months of the termination of this Agreement, the Company enters into a definitive agreement with any Third Party with respect to a Takeover Proposal or any Takeover Proposal is consummated by such Third Party, then the Company shall pay, or cause to be paid, to Parent, by wire transfer of same day funds, the Company Termination Fee, such payment to be made upon the consummation of such Takeover Proposal. For purposes of this Section 11.4(a), each reference in the definition of Takeover Proposal to “20 percent (20%)” will be deemed to be references to “50 percent (50%).” (b) If paid, the Company Termination Fee shall be the sole and exclusive remedy of Parent, Merger Sub and their affiliates against the Company, any Company Subsidiary and any Company Representative for any loss or damage suffered as a result of the breach of any representation, warranty or covenant contained in this Agreement by the Company, any Company Subsidiary or any Company Representative and the failure of the Reincorporation Merger or the Merger to be consummated and, upon payment of the Company Termination Fee in accordance with Section 11.4(a), none of the Company, any Company Subsidiary or any Company Representative shall have further liability or obligation to Parent, Merger Sub or any other Person relating to or arising out of this Agreement or the transactions contemplated by this Agreement. For the avoidance of doubt, in no event shall the Company be obligated to pay, or cause to be paid, the Company Termination Fee on more than one occasion. (c) The Company acknowledges that the agreements contained in this Section 11.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Merger Sub would not enter into this Agreement. If the Company fails to pay the Company Termination Fee when due, and, in order to obtain such payment Parent commences a suit which results in a judgment against the Company for all or any portion of the Company Termination Fee, the Company shall pay to Parent its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) in connection with such suit.

Company Termination Fee. (ai) If this Agreement is validly terminated (i) by Parent pursuant to Section 8.4(a7.03(a) then the Company shall pay, or shall cause to be paid, to Parent or its designee (by wire transfer of immediately available funds), within three (3) Business Days after such valid termination, the Company Change in Recommendation) or Termination Fee. (ii) If this Agreement is validly terminated by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.04(a), then the Company shallshall pay, within two or shall cause to be paid, to Parent or its designee (2) Business Days after such termination in the case by wire transfer of clause (i) or immediately available funds), substantially concurrently with such termination in valid termination, the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (biii) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Takeover Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been publicly made directly to the Company’s shareholders stockholders of the Company (whether and not publicly withdrawn in good faith prior to the event giving rise to the termination hereunder) or provided to the Company Board (and not conditionalwithdrawn in good faith prior to the event giving rise to the termination hereunder and respect to a termination pursuant to Section 7.02(c), is made public and not publicly withdrawn in good faith prior to such termination), (ii) thereafter, this Agreement is validly terminated by Parent or the Company pursuant to (x) Section 7.02(a) (and at the time of such termination the conditions set forth in Section 6.01(b), (c) and (d) and Section 6.03 are satisfied or any Person shall have publicly announced a bona fide written intentioncapable of being satisfied) (y) Section 7.02(c), whether or not conditional, to make a Company Acquisition Proposal(z) and, in each case, not withdrawn, Section 7.03(b) and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)such termination, the Company consummates a Company Acquisition Takeover Proposal or enters into an a definitive agreement contemplating for a Company Acquisition ProposalTakeover Proposal that is subsequently consummated, then the Company shall pay pay, or shall cause to be paid, to Parent or its designee (by wire transfer of immediately available funds), simultaneously with the consummation of such Takeover Proposal, the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for . For purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the 7.06(b)(iii) all references to “twenty (20%) or more” in the definition of “Takeover Proposal” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (ai) If In the event that this Agreement is terminated (iA) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation7.01(c)(ii) or (iiB) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.01(d)(ii), then the Company shallshall pay, within two or cause to be paid, the Company Termination Fee to Parent or its designee by wire transfer of same-day funds (2to the wire instructions for such payment provided by Parent prior to the payment thereof) Business Days after such termination in the case of clause (i) or concurrently with A), within two Business Days after such termination or in the case of clause (iiB), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Companysimultaneously with such termination. (bii) If In the event that (iA) this Agreement is terminated by Parent or the Company or Parent pursuant to Section 8.2(a7.01(b)(iii) and (B) (Termination Date1) a bona fide Takeover Proposal shall have been publicly made, proposed or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but communicated by a third party after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made Agreement and not withdrawn prior to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, Stockholder Meeting and (iii2) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)Agreement is terminated, the Company consummates a Company Acquisition Proposal consummates, or enters into an a definitive agreement contemplating providing for and later consummates, a Company Acquisition Takeover Proposal, then the Company shall pay pay, or cause to be paid, the Company Termination Fee, less any amount Fee to Parent or its designee by wire transfer of same-day funds (to the wire instructions for such payment provided by Parent Expenses previously paid by prior to the Company, concurrently with payment thereof) within two Business Days after the earlier consummation of such entry or consummation; provided that solely for Takeover Proposal. For purposes of this Section 8.5(b7.03(a)(ii), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” in the definition of Takeover Proposal shall be deemed to be references to “fifty percent (50%”. (iii) or more”. In no event shall the Company be required to pay or cause to be paid the Company Termination Fee or the Parent Expenses on more than one occasion. (civ) If In the event the Company Termination Fee is paid to Parent in circumstances under which such fee is payable pursuant to this Agreement is terminated by Parent Section 7.03(a), payment of the Company Termination Fee (plus, if applicable, any additional amounts payable pursuant to the last two sentences of Section 7.03(c)) shall be the sole and exclusive monetary remedy of Parent, Merger Sub, the Equity Investor and their respective Subsidiaries and any of their respective former, current or future directors, officers, employees, agents, attorneys, equityholders, controlling persons, financing sources, Affiliates (other than Parent, Merger Sub or the Company pursuant to Section 8.2(bEquity Investor), then the Company shall pay to partners, managers, members, stockholders and assignees of each of Parent, by wire transfer of immediately available fundsMerger Sub and the Equity Investor (collectively, a fee equal to $25,000,000 (the “Parent ExpensesRelated Parties”) against the Company and its Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates (collectively, “Company Related Parties”) for any loss suffered as promptly as practicable (anda result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, in and on payment of such amount none of the Company Related Parties shall have any event, within two Business Days following such termination)further liability or obligation relating to or arising out of this Agreement or the Transactions.

Company Termination Fee. (ai) If (A) (1) this Agreement is validly terminated (i) by Parent pursuant to Section 8.4(a6.1(c) (Company Change in Recommendationor Section 6.1(d) or (ii2) Parent validly terminates this Agreement pursuant to Section 6.1(e) as a result of a breach, failure to perform or inaccuracy by the Company pursuant to Section 8.3(c) that first occurred following the making of an Acquisition Proposal of the type referenced in the following clause (Termination for Superior ProposalB), then (B) after the Company shall, within two (2) Business Days after date hereof and prior to the date of such termination (except in the case of clause (i) or concurrently with such termination in the case of clause (iipursuant to Section 6.1(d), pay Parent in which case at least three (3) business days prior to the Company Stockholder Meeting (or any adjournment or postponement thereof)) a fee equal to $356,000,000 bona fide Acquisition Proposal is publicly disclosed (the “Company Termination Fee”) less any amount of Parent Expenses previously paid whether by the Company. (b) If (i) this Agreement is terminated by Parent Company or a third party), or otherwise publicly made known to the Company Board or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote)Stockholders, (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, and in each case, is not withdrawn, publicly withdrawn at least three (3) 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 (iiiC) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)such termination, the Company consummates a Company an Acquisition Proposal is consummated or enters into a definitive agreement in respect of an agreement contemplating a Company Acquisition ProposalProposal is entered into, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, will concurrently with the earlier of (x) the consummation of such Acquisition Proposal or (y) entry into the definitive agreement in respect of such Acquisition Proposal, pay, or consummation; provided that solely for cause to be paid, to Parent an amount in cash equal to the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent if one has been so designated by Parent. For purposes of this Section 8.5(b6.3(b)(i), all references to “20%” in the term definition of “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall will be deemed to be references to “fifty percent (50%) or more.”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (cii) If Parent validly terminates this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b6.1(f), then the Company shall pay promptly (and in any event within five (5) business days) following such termination pay, or cause to Parentbe paid, to Parent the Company Termination Fee by wire transfer of immediately available fundsfunds to an account or accounts designated in writing by Parent if one has been so designated by Parent. (iii) If the Company validly terminates this Agreement pursuant to Section 6.1(h), a fee equal then the Company shall prior to $25,000,000 (or substantially concurrently with such termination pay, or cause to be paid, to Parent the “Parent Expenses”) as promptly as practicable (and, Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in any event, within two Business Days following such termination)writing by Parent.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (iA) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date8.1(d) or 8.2(bSection 8.1(e); (B) (Shareholder Votefollowing the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(d) or Section 8.1(e), (ii) prior to such termination referred to in clause (i) of this sentenceas the case may be, but after the date of this Agreement, a Company an Acquisition Proposal shall have for an Acquisition Transaction or the intention to make such an Acquisition Proposal has been publicly made announced or otherwise communicated to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) Board (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, committee thereof); and (iiiC) within twelve (12) months after following the date of a termination in either of the cases referred to in clause (i) of this Agreement pursuant to Section 8.5(b8.1(d) or Section 8.1(e), as the case may be, either an Acquisition Transaction is consummated or the Company consummates a Company Acquisition Proposal or enters into a definitive agreement providing for the consummation of an agreement contemplating a Company Acquisition ProposalTransaction, then the Company shall substantially concurrently upon the earlier of the entry into such definitive agreement or such consummation, as the case may be, pay the Company Termination Fee, less any amount Fee by wire transfer of Parent Expenses previously paid immediately available funds to an account or accounts designated in writing by the Company, concurrently with the earlier of such entry or consummation; provided that solely for Parent. For purposes of this Section 8.5(b8.3(b)(i), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the all references to “twenty (2015%) or more” shall in the definition of “Acquisition Transaction” will be deemed to be references to “fifty percent (5045%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (cii) If this Agreement is validly terminated by Parent or the Company pursuant to Section 8.2(b8.1(f), then the Company shall pay must promptly (and in any event within two (2) Business Days) following such termination pay, or cause to Parentbe paid, to Parent (or its designee) the Company Termination Fee by wire transfer of immediately available fundsfunds to an account or accounts designated in writing by Parent if one has been so designated by Parent. (iii) If this Agreement is validly terminated pursuant to Section 8.1(h), a fee equal then the Company must substantially concurrently with such termination pay, or cause to $25,000,000 be paid, 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 Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)if one has been so designated by Parent.

Company Termination Fee. (ai) If this Agreement is terminated (iA) by Parent pursuant to Section 8.4(a10.01(c)(i) (provided that if either Parent or the Company Change in Recommendationterminates this Agreement pursuant to Section 10.01(b)(iv) at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 10.01(c)(i), this Agreement shall be deemed to have been terminated pursuant to Section 10.01(c)(i) for purposes of this Section 11.04) or (iiB) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal10.01(d)(i), then the Company shallshall pay to Parent in immediately available funds $46,700,000 (the “Termination Fee”), in the case of a termination by Parent, within two (2) Business Days after such termination and, in the case of clause (i) or concurrently with such a termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company, prior to or concurrently with, and as a condition to, such termination. (bii) If (iA) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date10.01(b)(i) or 8.2(b) (Shareholder VoteSection 10.01(b)(iv), and (iiB)(1) prior with respect to such termination referred to in clause (i) of this sentenceunder Section 10.01(b)(i), but after the date of this Agreement, a Company Agreement and prior to such termination an Acquisition Proposal shall have been publicly made announced and (2) with respect to termination under Section 10.01(b)(iv), after the date of this Agreement and prior to the Company or any of its Subsidiaries or Stockholder Meeting, an Acquisition Proposal shall have been made directly publicly announced to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, stockholders and (iiiC) within twelve (12) 12 months after following the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)such termination, the Company consummates shall have entered into a Company definitive agreement with respect to any Acquisition Proposal or enters into an agreement contemplating a Company any Acquisition Proposal, then the Company Proposal shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; have been consummated (provided that solely for purposes of this Section 8.5(bclause (C), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references each reference to “twenty (20%) or more” in the definition of Acquisition Proposal shall be deemed to be references a reference to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to ParentParent in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), the Company Termination Fee. All amounts paid pursuant to this Section 11.04(b) will be by wire transfer of immediately available funds, a fee equal funds to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)an account directed by Parent.

Company Termination Fee. (ai) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal10.1(c), then the Company shall, shall pay to Parent or its designee the Company Termination Fee within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Companytermination. (bii) If this Agreement is terminated by the Company pursuant to Section 10.1(d), then the Company shall pay to Parent or its designee the Company Termination Fee concurrently with and as a condition to such termination. (iii) If (iA) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a‎Section 10.1(b)(i) (Termination at a time when the conditions set forth in Section 9.1(b) (to the extent relating to an Antitrust Law) or Section 9.1(c) have been satisfied or are capable of being satisfied if the date of such termination was the Closing Date) or 8.2(b) (Shareholder VoteSection 10.1(b)(iii), or by Parent pursuant to Section 10.1(e); (iiB) after the date of this Agreement and (x) prior to such termination referred in the case of a termination pursuant to Section 10.1(b)(i) or Section 10.1(e) or (y) prior to the Company Stockholder Meeting in clause (i) the case of this sentencea termination pursuant to Section 10.1(b)(iii), but after the date of this Agreement, a Company an Acquisition Proposal shall have been publicly made announced (or become publicly known) or otherwise been communicated to the Board of Directors of the Company (or a committee thereof) or the Company’s stockholders and, in any such case, not publicly and irrevocably withdrawn at least five (5) Business Days prior to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, Stockholder Meeting; and (iiiC) within twelve (12) months after following the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)such termination, an Acquisition Proposal shall have been consummated or the Company consummates enters into a Company definitive agreement for an Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; (provided that solely for purposes of this Section 8.5(bclause ‎(C), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references each reference to “twenty (20%) or more” in the definition of Acquisition Proposal shall be deemed to be references a reference to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of Parent or its designee in immediately available funds, a fee equal to $25,000,000 (concurrently with the “Parent Expenses”) as promptly as practicable (andoccurrence of the applicable event described in clause ‎(C), in any event, within two Business Days following such termination)the Company Termination Fee.

Company Termination Fee. (ai) If (A) this Agreement is validly terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation8.1(c), Section 8.1(d) or Section 8.1(e); (iiB) by at the Company 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 termination of this Agreement pursuant to Section 8.3(c8.1(c), Section 8.1(d) or Section 8.1(e), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or disclosed and not withdrawn or otherwise abandoned (Termination for Superior an “Outstanding Proposal”); and (D) within nine (9) months following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement with respect to the Outstanding Proposal and the Outstanding Proposal is subsequently consummated (even if after such nine-month period), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or will concurrently with the consummation of such termination Acquisition Transaction pay to Parent or such Person(s) designated by Parent in writing (which Person(s) may include the case of clause Sponsors) (iiParent or such Person(s), pay as applicable, the “Parent a fee Payee”) an amount equal to $356,000,000 3,500,000.00 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for . For purposes of this Section 8.5(b8.4(a)(i), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the all references to “twenty (2015%) or more” shall in the definition of “Acquisition Transaction” will be deemed to be references to “fifty percent (more than 50%) or more.”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (cii) If this Agreement is validly terminated by Parent or the Company pursuant to Section 8.2(b8.1(f), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 must promptly (the “Parent Expenses”) as promptly as practicable (and, and in any event, event within two Business Days Days) following such terminationtermination pay to the Parent Payee 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 the Parent Payee the Company Termination Fee.

Company Termination Fee. (ai) If In the event that: (A) this Agreement is terminated by the Company in accordance with Section 9.1(d)(i) (Termination for Superior Offer); (B) this Agreement is terminated by Parent in accordance with Section 9.1(c)(i) (Termination Upon Trigger Event); or (C) this Agreement is terminated (i1) by the Company or Parent pursuant to Section 9.1(b)(i) (Termination Upon End Date) or (2) by Parent pursuant to Section 8.4(a9.1(c)(ii) (Termination upon Company Change Breach) hereof (provided that in Recommendation) or (ii) either case, at the time of such termination, the Minimum Condition is not satisfied and, with respect to any termination by the Company pursuant to Section 8.3(c9.1(b)(i) (Termination Upon End Date), the right to terminate this Agreement pursuant to Section 9.1(b)(i) (Termination Upon End Date) was then available to Parent) and, in the case of clauses (1) and (2) immediately above, (y) prior to such termination, a bona fide Acquisition Proposal shall have been made to the Company or is publicly disclosed (whether by the Company or a third party), and in each case, is not withdrawn prior to such termination; and (z) within twelve (12) months after such termination of this Agreement (a) a transaction relating to an Acquisition Proposal is consummated or (b) a definitive agreement relating to an Acquisition Proposal is entered into by the Company which Acquisition Proposal is subsequently consummated, in the case of each of subclause (a) and (b), whether or not such Acquisition Proposal is the same as the one referred to in clause (y) hereof (provided, that for purposes of this clause (z) the references to “15%” and “85%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”); then, in each such event of (A), (B) or (C) under this Section 9.3(b)(i), the Company shall pay, or shall cause to be paid, to Parent the Company Termination Fee by wire transfer of same day funds to an account designed in writing by Parent (1) in the case of a termination by the Company pursuant to Section 9.1(d)(i) (Termination for Superior ProposalOffer), then concurrently with and as a condition to the Company shalltermination of this Agreement, (2) in the case of a termination by Parent in accordance with Section 9.1(c)(i) (Termination Upon Trigger Event), within two (2) Business Days after such termination termination, or (3) in the case of clause (i) or concurrently with such a termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a9.1(b)(i) (Termination Upon End Date) or 8.2(bSection 9.1(c)(ii) (Shareholder VoteTermination upon Company Breach) (in either case, under the circumstances described in Section 9.3(b)(i)(C)), within two (ii2) prior to such termination Business Days after the consummation of the Acquisition Proposal referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (iz) of this Section 8.5(b9.3(b)(i). Anything to the contrary in this Agreement notwithstanding, the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided Parties agree that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. As used herein, the “Company Termination Fee” means a cash amount equal to $5,000,000. The receipt of the Company Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates and Representatives or any other Person in connection with this Agreement (and the termination hereof), the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates and Representatives (collectively, “Parent Related Parties”) or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company, any of its Affiliates or any of its Representatives arising out of, relating to, or in connection with, this Agreement, any of the Transactions or any matters forming the basis for such termination; provided, however, that, nothing in this Section 9.3(b)(i) or Section 9.3(b)(ii) shall limit the rights of Parent or the Merger Sub under Section 10.5 or in the case of common law fraud or Willful Breach. (cii) If Subject to the proviso to the last sentence of Section 9.3(b)(i), Parent’s right to receive payment from the Company of the Company Termination Fee pursuant to this Section 9.3(b) and any payments pursuant to Section 9.3(a) shall be the sole and exclusive remedy of the Parent Related Parties against the Company and any of their respective former, current or future officers, directors, partners, shareholders, optionholders, managers, members, Affiliates or Representatives (collectively, “Company Related Parties”) in any circumstance in which the Company Termination Fee becomes due and payable, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to, arising out of, or in connection with, this Agreement is terminated by or the Transactions. For the avoidance of doubt, Parent or Merger Sub may seek specific performance to cause the Company to consummate the Transactions in accordance with Section 10.5(b) or the payment of the Company Termination Fee pursuant to this Section 9.3(b). For the avoidance of doubt, although Parent or Merger Sub may pursue both equitable relief and monetary damages (including payment of the Company Termination Fee), in no event shall Parent or Merger Sub be entitled to receive both (i) specific performance that results in the occurrence of the Closing and (ii) the payment of the Company Termination Fee pursuant to this Section 9.3(b). (iii) Each Party acknowledges that the agreements contained in this Section 9.3 are an integral part of the Transactions and that, without these agreements, the Parties would not enter into this Agreement; accordingly, if the Company or Parent, as applicable, fails to timely pay any amount due pursuant to this Section 9.3, and, in order to obtain the payment, Parent or the Company, as applicable, commences a Legal Proceeding which results in a judgment against the Company pursuant to Section 8.2(b)or Parent, then as applicable, the Company shall pay Parent or Parent shall pay to Parentthe Company, by wire transfer of immediately available fundsas applicable, a fee equal its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such suit, together with interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to $25,000,000 (be made through the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following date such termination)payment was actually received.

Company Termination Fee. (a) If The parties agree that if this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation7.1(f) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(g), then the Company shallshall pay (or cause to be paid) to Parent by wire transfer of immediately available funds to an account designated in writing by Parent, within two (2) Business Days after prior to or concurrently with such termination termination, in the case of clause a termination by the Company, or within three (i3) or concurrently with such termination Business Days thereafter, in the case of clause (ii)a termination by Parent, pay Parent a termination fee equal to $356,000,000 95,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company). (b) If The parties agree that if (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 8.2(a7.1(h) due to a material breach by the Company of its obligations set forth in Section 5.3, Section 5.4, Section 5.13 or Section 5.14 or (Termination DateB) by the Company or 8.2(bParent pursuant to Section 7.1(e) (Shareholder Vote), and (ii) prior to such termination referred to in clause (ix) of this sentence, but after the date hereof and prior to the Stockholder Meeting (in the case of any such termination pursuant to Section 7.1(e)) or the date of termination of this AgreementAgreement (in the case of any such termination pursuant to Section 7.1(h)), a Company an Acquisition Proposal shall have been publicly (other than any offer or proposal made in connection with or arising out of the Corporate Actions) is made to the Company or any of its Subsidiaries the Company Board or shall have been is made directly to public by the Company’s shareholders (whether or not conditional) (Company or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawnother Person, and is not withdrawn and (iiiy) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)such termination, the Company consummates either (1) enters into a Company definitive agreement with respect to such Acquisition Proposal and such Acquisition Proposal is ultimately consummated (whether or enters into an agreement contemplating a Company not during such twelve (12) month period), or (2) consummates such Acquisition Proposal, then the Company shall pay (or cause to be paid), within three (3) Business Days after the consummation of such transaction, by wire transfer of immediately available funds to an account designated in writing by Parent, the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for . For purposes of this Section 8.5(b7.3(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d)8.5, except that the references to “twenty (2025%) or more” shall be deemed to be references to “fifty percent (50%”. (c) or more”The Company acknowledges that the agreement contained in this Section 7.3 is an integral part of this Agreement and that, without this Section 7.3, Merger Sub and Parent would not have entered into this Agreement. In Accordingly, if the Company fails to promptly pay any amount due pursuant to this Section 7.3, the Company shall pay to Merger Sub all reasonable fees, costs and expenses of enforcement (including reasonable attorney’s fees as well as reasonable expenses incurred in connection with any action initiated by Merger Sub), together with interest on the amount of the Company Termination Fee at the prime lending rate as published in The Wall Street Journal, in effect on the date such payment is required to be made. (d) For the avoidance of doubt, in no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one (1) occasion. Payment of the Company Termination Fee is not a penalty and shall constitute liquidated damages as a reasonable amount that will compensate Holdings, Parent, Merger Sub and Apex in the circumstances upon which the Company Termination Fee is payable for the efforts and resources expended and opportunity foregone with respect to the consummation of the transactions contemplated hereby which would otherwise be impossible to calculate with precision and, except as provided in clauses (iii) and (iv) of the proviso of Section 7.2, from and after such termination as described in Section 7.3(a) and 7.3(b), neither the Company nor any of its Subsidiaries shall have any further liability or obligations of any kind in connection with this Agreement or the termination contemplated hereby other than as provided under Sections 7.3(a) and 7.3(b). (ce) If Except in the case of fraud and subject to Parent’s and Merger Sub’s rights set forth in Section 8.16, Parent’s right to receive payment from the Company of the Company Termination Fee shall be the sole and exclusive remedy of the Parent Related Parties against the Company, the Company Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates (collectively, “Company Related Parties”) for any loss suffered as a result of the failure of the transactions contemplated by this Agreement, including the Merger, to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount (if entitled under this Section 7.3), none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement is terminated by Parent or the transactions contemplated by this Agreement, including the Merger (except that the Company shall also be obligated with respect to this Section 7.3, to the extent applicable, and except that the Company shall remain obligated for, and Parent and its affiliates may be entitled to remedies with respect to, the provisions and agreements surviving such termination pursuant to Section 8.2(b7.2). For the avoidance of doubt, then while Parent and Merger Sub may pursue both a grant of specific performance in accordance with Section 8.16 and the payment of the Company Termination Fee under this Section 7.3, under no circumstances shall Parent and Merger Sub be permitted or entitled to receive both a grant of specific performance and the Company Termination Fee (if entitled under this Section 7.3). In any circumstance where performance by the Company of its obligations under this Agreement would relieve the Company of its obligation to pay to Parentthe Company Termination Fee, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (andand Merger Sub may, in their sole discretion (i) seek specific performance pursuant to Section 8.16, (ii) withdraw any eventclaim for specific performance and require payment of the Company Termination Fee if entitled to payment of the Company Termination Fee under this Section 7.3 or (iii) if Merger Sub and Parent are unable for any reason to obtain specific performance, within two Business Days following such termination)require payment of the Company Termination Fee if entitled to payment of the Company Termination Fee under this Section 7.3.

Company Termination Fee. In the event that: (ai) If (A) this Agreement is terminated (i1) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by before obtaining the Company pursuant to Section 8.3(c) (Termination for Superior Proposal)Stockholder Approval, then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by either Ultimate Parent or the Company pursuant to Section 8.2(a7.1(b)(i) in circumstances where the Parent Termination Fee is not payable, (2) by Ultimate Parent or the Company pursuant to Section 7.1(b)(iii) in circumstances where the Parent Termination DateFee is not payable, or (3) or 8.2(b) (Shareholder Voteby Ultimate Parent pursuant to Section 7.1(c)(ii), (iiB) prior to such termination referred to in clause (i) of this sentence, but any Person shall have made an Acquisition Proposal after the date of this AgreementAgreement but prior to such termination (and the Acquisition Proposal, a Company Acquisition Proposal in the case of clause (A)(1) and clause (A)(2), was public and shall not have been publicly made withdrawn at least five (5) Business Days prior to such termination or, with respect to a termination pursuant to Section 7.1(b)(iii), prior to the Stockholders Meeting) and (C) within nine (9) months of such termination the Company or any of its Subsidiaries or shall have been made directly entered into a definitive agreement with respect to the Company’s shareholders any Acquisition Proposal or consummated any Acquisition Proposal (whether or not conditional) (or any Person shall have publicly announced a bona fide written intentionprovided, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date that for purposes of a termination in either of the cases referred to in this clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty 25%” in Subsections (20%i) or moreand (ii) of the definition of “Acquisition Proposal” shall be deemed to be references to “fifty percent (50%”); (ii) this Agreement is terminated by Ultimate Parent pursuant to Section 7.1(c)(i); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(i); (A) the Company shall (x) in the case of clause (i) above, concurrently with the date of the applicable event with respect to an Acquisition Proposal referred to in sub-clause (i)(C), (y) in the case of clause (ii) above, no later than two Business Days after the date of such termination and (z) in the case of clause (iii) above, immediately prior to or more”. In substantially concurrently with such termination, pay Ultimate Parent or its designee (at the direction of Ultimate Parent) the Company Termination Fee (as defined below) by wire transfer of immediately available funds (it being understood that in no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. ) and (cB) If if this Agreement is terminated by Ultimate Parent or the Company pursuant to Section 8.2(b7.1(b)(iii) in circumstances where the Parent Termination Fee is not payable and any Person shall have made an Acquisition Proposal after the date of this Agreement but prior to such termination (and such Acquisition Proposal was public and shall not have been publicly withdrawn at least five (5) Business Days prior to the Stockholders Meeting), then the Company shall promptly, but in no event later than two Business Days after the date of such termination (without regard to whether the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or an Acquisition Proposal is consummated), pay to Parent, (by wire transfer of immediately available funds) to Ultimate Parent or its designee(s) all reasonable out-of-pocket fees and expenses incurred by the Parent Entities or Merger Sub in connection with this Agreement or the transactions contemplated hereby, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).including the

Company Termination Fee. (ai) If In the event that: (A) (1) an Acquisition Proposal (whether or not conditional) is made directly to the Company’s stockholders or is otherwise publicly disclosed or otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated (iby the Company or Parent pursuant to Section 8.1(b)(i) or by Parent pursuant to Section 8.4(a8.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (Company Change provided, that for purposes of this clause (3), each reference to “10%” in Recommendationthe definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (B) or this Agreement is terminated by Parent pursuant to Section 8.1(c)(ii); or (iiC) this Agreement is terminated by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal8.1(d)(ii); then, then in any such event, the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), shall pay to Parent a fee equal to of $356,000,000 3,595,838 (the “Company Termination Fee”) less any the amount of Parent Expenses previously paid by the Company. to Parent (bif any) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote8.3(c), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, . Parent acknowledges and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay agrees that the Company Termination Fee, less together with any amount of Parent Expenses previously paid by the CompanyCollection Costs payable, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references liquidated damages and such amounts shall be sole and exclusive remedy of Parent, Merger Sub and any other Person against the Company’s Related Parties, and none of the Company’s Related Parties shall have any other liability or obligation (other than to “fifty percent (50%the Company) for any losses, claims, damages or more”liabilities suffered or incurred by Parent, Merger Sub or any other Person relating to or arising out of this Agreement, and neither Parent, Merger Sub nor any other person shall be entitled to bring or maintain any other Action against the Company or any other of the Company’s Related Party arising out of this Agreement, or any of the transactions contemplated hereby or any matters forming the basis for such termination, whether in law, in contract, in tort, or otherwise. In For the avoidance of doubt, in no event shall the circumstances will Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (cii) If this Agreement is terminated by Parent or Payment of the Company pursuant to Section 8.2(b), then the Company Termination Fee shall pay to Parent, be made by wire transfer of immediately available fundssame-day funds to the accounts designated by Parent (A) on the earliest of the execution of a definitive agreement with respect to, or consummation of, any transaction contemplated by an Acquisition Proposal, as applicable, in the case of a fee equal Company Termination Fee payable pursuant to $25,000,000 Section 8.3(b)(i)(A), (the “Parent Expenses”B) as promptly as reasonably practicable after termination (and, in any event, within two Business Days following such thereof), in the case of termination by Parent pursuant to Section 8.1(c)(ii), or (C) simultaneously with, and as a condition to the effectiveness of, termination, in the case of a termination by the Company pursuant to Section 8.1(d)(ii).

Company Termination Fee. If (ai) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c8.1(c)(iii), (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d)(ii), or (iii) (Termination A) after the date of this Agreement, an Alternative Acquisition Proposal is publicly proposed or publicly disclosed, (B) this Agreement is terminated pursuant to Section 8.1(b)(iii) or Section 8.1(d)(i) or pursuant to Section 8.1(b)(i) and at such time this Agreement could have been validly terminated pursuant to Section 8.1(b)(iii) or Section 8.1(d)(i) and (C) concurrently with or within twelve (12) months after such termination, the Company shall have (I) consummated any Alternative Acquisition Proposal (for Superior this purpose substituting “50%” for “20%” and “80%” in each place each such percentage appears in the definition of Alternative Acquisition Proposal) or (II) entered into a definitive agreement providing for any Alternative Acquisition Proposal (for this purpose substituting “50%” for “20%” and “80%” in each place each such percentage appears in the definition of Alternative Acquisition Proposal) (whether or not consummated), then then, in each case, the Company shallshall pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $5,261,750 in cash (the “Company Termination Fee”). The payment of any Company Termination Fee shall be made concurrently with (and as a condition to) such termination in the case of clause (i) above, within two three (23) Business Days after such termination in the case of clause (iii) above, or concurrently within three (3) Business Days after the earlier of (x) the consummation of any such Alternative Acquisition Proposal or (y) entry into a definitive agreement with such termination respect to any Alternative Acquisition Proposal in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve above (12) months after the date of a termination it being understood and agreed that in either of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If ). Upon the payment by the Company of the Company Termination Fee as and when required by this Section 8.3(a), none of the Company, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay transactions contemplated hereby to Parent, by wire transfer of immediately available fundsMerger Sub or their respective Affiliates or Representatives, a fee equal except to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, extent provided in any event, within two Business Days following such termination)Section 8.2.

Company Termination Fee. (a) If this Agreement is terminated If: (i) by Parent shall terminate this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation) or 9.1(d); or (ii) by either the Company or Parent shall terminate this Agreement pursuant to Section 8.3(c9.1(b)(ii) (Termination for Superior Proposal), then and prior to the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, Stockholder Meeting but after the date of this Agreement, a Company hereof an Acquisition Proposal shall have been publicly made known to the Company or (including any of its Subsidiaries agents or representatives) and communicated publicly or to any substantial number of stockholders of the Company or shall have been made directly to the Company’s shareholders (whether or not conditional) (stockholders of the Company by any Person or any Person shall have publicly announced a bona fide written intention, an intention (whether or not conditional, ) to make a Company an Acquisition Proposal) and, in each case, not withdrawn, and ; or (iii) within twelve (12) months after the date hereof, an Acquisition Proposal by any Person shall have been made known to the Company (including any of a termination in either its agents or representatives) and communicated publicly or to any substantial number of stockholders of the cases referred Company or shall have been made directly to the stockholders of the Company by any Person, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal, and thereafter this Agreement is terminated pursuant to Section 9.1(b)(i) and the Company Stockholder Approval shall not theretofore have been obtained; then in any case as described in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b(ii), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty or (20%iii) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, Parent (by wire transfer of immediately available funds) (x) $250,000,000 not later than the date of termination of this Agreement and (y) an additional $250,000,000 if and not later than the date an Acquisition Proposal is consummated or a definitive agreement is entered into by the Company providing for any Acquisition Proposal, a fee equal as long as such Acquisition Proposal is consummated or such definitive agreement is executed within 12 months after the date of termination of this Agreement; PROVIDED, HOWEVER, that for the purpose of this clause (y), all references in the definition of Acquisition Proposal to $25,000,000 (20% shall instead refer to 50%. The Company acknowledges that the “agreements contained in this Section 10.5 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent Expenses”) as promptly as practicable (would not enter into this Agreement. Accordingly, if the Company fails to pay timely any amount due pursuant to this Section 10.5 and, in any eventorder to obtain such payment, within two Business Days following Parent commences a suit which results in a judgment against the Company for the amount payable to Parent pursuant to this Section 10.5, the Company shall pay to Parent its costs and expenses (including attorneys' fees and expenses) in connection with such terminationsuit, together with interest on the amount so payable at the rate on six (6)-month United States Treasury obligations (as of the date such payment was required to be made pursuant to this Agreement) plus three percent (3%).

Company Termination Fee. (a) If In the event this Agreement is terminated terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation8.1(d)(i) or Section 8.1(d)(ii); (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal8.1(c)(iii), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.; or (biii) If (i) this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a8.1(b)(i) or Section 8.1(b)(iii), and (A) neither Parent nor Merger Sub shall have breached any of its representations, warranties or covenants under this Agreement in any material respect, (B) at or prior to the termination of this Agreement, a Third Party shall have delivered to the Company Board a bona fide Acquisition Proposal (and such Acquisition Proposal shall not have been withdrawn prior to the termination of this Agreement) (Termination Date) other than any Acquisition Proposal derived from an indication of interest or 8.2(b) (Shareholder Vote)any other similar circumstances that were known to, (ii) or reasonably foreseeable by, any member of the Special Committee prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn), and (iiiC) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b)Agreement, the Company consummates enters into a Company definitive agreement with respect to such Acquisition Proposal (other than any Acquisition Proposal derived from an indication of interest or enters into an agreement contemplating a Company Acquisition Proposalany other similar circumstances that were known to, then or reasonably foreseeable by, any member of the Company shall pay Special Committee prior to the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes date of this Section 8.5(bAgreement), provided that, for the term purpose of the definition of “Company Acquisition Proposal” shall have in the meaning assigned to such term in Section 6.2(d), except that the references to definition of “twenty (20%) or moreAcquisition Proposal” shall be deemed to be references to “fifty percent (50%)”, then subject to Section 8.2(f), the Company shall pay or cause to be paid the Company Termination Fee to Parent (or its designee) promptly, but in any event within two (2) Business Days after the date of such termination, by wire transfer of same day funds to one or more”more accounts designated by Parent. In For the avoidance of doubt, in no event shall the Company be required obligated to pay pay, or cause to be paid, the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (a) If this Agreement is validly terminated (i) by the Company or Parent pursuant to Section 8.4(a8.1(b)(ii) (without the Company Change in Recommendation) or (ii) obtaining the Requisite Stockholder Approval or, if such termination is after the Requisite Stockholder Approval has been obtained, as a result of a willful breach by the Company pursuant to Section 8.3(c) (Termination for Superior ProposalCompany), then the Company shall, within two (2) Business Days after such termination in the case of clause and (i) at or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such the termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company third Person shall have publicly disclosed a bona fide Acquisition Proposal shall have been publicly or made known to management or the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (Board or any Person shall have publicly announced a bona fide written intention, an intention (whether or not conditional, ) to make a Company an Acquisition Proposal) Proposal (and, in each such case, such Acquisition Proposal shall not withdrawnhave been withdrawn prior to the termination of this Agreement), and (iiiii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(bAgreement (the “Tail Period”), the Company consummates enters into a Company definitive agreement with respect to an Acquisition Proposal and the Acquisition Proposal is consummated (whether or enters into an agreement contemplating a Company not such consummation occurs within the Tail Period) (for the purposes of this Section 8.3, references in the definition of “Acquisition Proposal, ” to “15%” shall be replaced with references to “50%”); (b) the Company terminates this Agreement pursuant to Section 8.1(c)(ii); or (c) Parent terminates this Agreement pursuant to Section 8.1(d)(ii) or Section 8.1(d)(iii) or the Company or Parent terminates pursuant to any other provision of Section 8.1 at a time when this Agreement was terminable by Parent pursuant to Section 8.1(d)(ii) or Section 8.1(d)(iii); then the Company shall pay to Parent a termination fee equal to $1,645,000 plus reimburse Parent for its reasonable and documented third party expenses in an aggregate amount not to exceed $3,500,000 (the “Company Termination Fee”), less any amount by wire transfer of Parent Expenses previously paid immediately available funds to one or more accounts designated in writing by Parent, (I) in the Companycase of clause (a)(i) above, on the date on which the Company consummates the Acquisition Proposal, and (II) in the case of clauses (b) and (c) above, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”termination. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasionoccasion whether or not the Company Termination Fee may be payable at the same time or at different times and/or based upon the occurrence of different events. (cd) If this Agreement is terminated Except in the case of a willful breach by Parent or the Company Company, Parent’s receipt of the Termination Fee pursuant to Section 8.2(b8.3(e) shall, subject to Section 9.11, be the party’s sole and exclusive remedy for any loss or damage suffered or incurred in connection with this Agreement (and the termination hereof), then the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for the termination giving rise to payment of such Termination Fee and the failure of the Merger to be consummated or for a breach or failure to perform hereunder. (e) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties would not enter into this Agreement; accordingly, if the Company shall fails to promptly pay the Company Termination Fee due pursuant to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (Section 8.3 and, to obtain such payment, Parent commences a suit that results in any eventa judgment for the amount set forth in Section 8.3, within two Business Days following then Parent shall also recover its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with such termination)suit and interest on the amount payable pursuant to such judgment at the interest rate per annum described as the prime lending rate in The Wall Street Journal on the date of payment, with such interest being payable in respect of the period from the date that payment was originally required to be made pursuant to Section 8.3 through the date of payment.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a7.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii)termination, pay Parent a fee equal to $356,000,000 50,000,000 plus the Parent Expenses (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a7.2(a) (Termination Date) or 8.2(bSection 7.2(b) (Shareholder VoteCompany Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders stockholders or otherwise communicated to the Company Board and the Company’s stockholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b7.5(b), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition ProposalProposal which is subsequently consummated, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b7.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b7.2(b) (Company Stockholder Approval), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 10,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination).

Company Termination Fee. (a) If this Agreement is terminated (i) by In the event that Parent terminates this Agreement pursuant to Section 8.4(a7.1(f) (Company Change in Recommendation) or (ii) by , then Parent shall pay to the Company in cash (A) an amount equal to the greater of (x) 5.0% of the total value of the consideration to be received by Parent and/or Parent’s stockholders (regardless of the form of such consideration) pursuant to Section 8.3(c) (Termination for the definitive agreement entered into by Parent concerning a transaction that constitutes a Superior Proposal, and (y) $300,000 (the “ Termination Fee ”), then as promptly as possible (but in any event within three (3) Business Days) following such termination, and (B) the Company shall, within two Termination Expenses no later than three (23) Business Days after receipt of documentation supporting such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the CompanyExpenses. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but In the event that after the date of this Agreementhereof and prior to Parent Stockholder Approval, a Company Acquisition (A) an Alternative Proposal shall have been publicly made to the Company or any of its Subsidiaries Parent or shall have been made directly to the Company’s shareholders (whether stockholders of Parent generally or not conditional) (shall have otherwise become publicly known or any Person shall have publicly announced a bona fide written intention, an intention (whether or not conditional, ) to make a Company Acquisition Proposal) and, in each case, not withdrawn, an Alternative Proposal and (iiiB) thereafter this Agreement is terminated pursuant to Sections 7.1(d) or 7.1(e) , then Parent shall pay the Company the Termination Expenses no later than three (3) Business Days after receipt following termination of documentation supporting such Termination Expenses. If, concurrently with or within twelve (12) months after the date of a any such termination in either of the cases referred to described in clause (iB) of this Section 8.5(b)in the immediately preceding sentence, the Company consummates a Company Acquisition Proposal or Parent enters into an a definitive agreement contemplating a Company Acquisition with respect to, or consummates, any Alternative Proposal, then Parent shall pay to the Company shall pay the Company Termination Fee, less Fee as promptly as possible (but in any amount of Parent Expenses previously paid by the Company, concurrently with event within three (3) Business Days) following the earlier of the entry into such entry definitive agreement or consummation; consummation of such Alternative Proposal. (iii) In the event this Agreement is terminated pursuant to Section 7.1(d) (and Section 7.3(a)(ii) shall not apply) or pursuant to Section 7.1(g), then Parent shall pay to the Company the Termination Expenses no later than three (3) Business Days after receipt following termination of documentation supporting such Termination Expenses. Any fee due and Termination Expenses to be reimbursed under this Section 7.3(a) shall be paid by wire transfer of same-day funds to an account provided that solely for in writing by the Company to Parent. For purposes of this Section 8.5(b)7.3(a) , the term “Company Acquisition Proposal“ Alternative Proposal ” shall have the meaning assigned to such term in Section 6.2(d)9.11 , except that the all references to “twenty (2015%) or more” in the definition of “Alternative Transaction,” as used in the definition of “Alternative Proposal” shall be deemed to be references to “fifty percent (5025%) or more.”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination).

Company Termination Fee. (ai) If In the event this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal9.1(c)(ii), then the Company shallshall pay the Company Termination Fee to Parent prior to such termination by wire transfer of same day funds to one or more accounts designated by Parent. (ii) In the event this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii), the Company shall pay the Company Termination Fee to Parent promptly, but in any event within two (2) Business Days after the date of such termination in the case termination, by wire transfer of clause (i) same day funds to one or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid more accounts designated by the CompanyParent. (biii) If In the event that (iA) (x) this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(b) and at or prior to the time of such termination an Acquisition Proposal shall have been publicly disclosed, announced or commenced and not in good faith withdrawn prior to the time of such termination, or (y) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a9.1(d)(i) (Termination Date) and at or 8.2(b) (Shareholder Vote), (ii) prior to the time of such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company an Acquisition Proposal shall have been publicly disclosed, announced or commenced or submitted or made known to the Company or any of its Subsidiaries or shall have been made directly Board and not in good faith withdrawn prior to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawntime of such termination, and (iiiB) within twelve (12) months at any time after the date execution of a termination in either this Agreement and prior to the expiration of the cases referred to in clause twelfth (i12th) month after the termination of this Section 8.5(b)Agreement, the Company consummates a Company any Acquisition Proposal or enters into any Alternative Acquisition Agreement for an agreement contemplating a Company Acquisition Proposal, then the Company shall shall, on the date any Acquisition Proposal is consummated, pay the Company Termination Fee, Fee (less any the amount of Parent any Reimbursable Expenses previously paid pursuant to Section 9.4(c)) to Parent by the Company, concurrently with the earlier wire transfer of such entry same day funds to one or consummationmore accounts designated by Parent; provided that solely that, for purposes of this Section 8.5(b9.4(b)(iii), all percentages in the term “Company definition of Acquisition Proposal” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” Proposal shall be deemed to be references to “fifty percent (replaced with 50%. (iv) or more”. In For the avoidance of doubt, in no event shall the Company be required obligated to pay pay, or cause to be paid, the Company Termination Fee or the Parent Expenses on more than one occasion. Parent shall have the right to assign the right to receive the Company Termination Fee to one or more Persons in its sole discretion. (cv) If In the circumstances in which the Company Termination Fee becomes payable and is paid in accordance with this Agreement is terminated by Parent or Section 9.4(b), Parent’s receipt of the Company Termination Fee from the Company pursuant to this Section 8.2(b)9.4(b) shall be the sole and exclusive remedy of Parent and Merger Sub under this Agreement against the Company, then the Company Subsidiaries and each of their respective former, current and future directors, officers, employees, agents, general and limited partners, managers, members and stockholders; provided, however, that in no event shall pay the Company’s liability for the Company’s willful or intentional material breach of any of its covenants or obligations in this Agreement be limited to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)Company Termination Fee.

Company Termination Fee. (a) If Except as otherwise set forth in this Section 8.3 and Section 8.4, all fees and expenses incurred in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is terminated consummated. Notwithstanding the foregoing, (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or shall pay the SEC filing fees associated with the S-4 Registration Statement and (ii) by Parent and the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then each shall pay 50% of the Company shall, within two (2) Business Days after such termination costs and expenses incurred in connection with the case printing and mailing of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the CompanyProxy Statement/Prospectus. (b) If In the event that: (i) this Agreement is terminated pursuant to Section 8.1(c); (ii) this Agreement is terminated pursuant to Section 8.1(g); or (iii) (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a8.1(d) or by Parent pursuant to Section 8.1(h) (Termination Date) as a result of any material breach of Section 5.3 or 8.2(b) (Shareholder VoteSection 5.4), (iiB) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement and at or prior to the time of the termination of this Agreement, a Company Third Party shall have publicly announced an Acquisition Proposal and such Acquisition Proposal shall not have been publicly made to withdrawn without qualification and (C) the Company or any Subsidiary of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company consummates an Acquisition Proposal) and, in each case, not withdrawn, and (iii) Proposal within twelve (12) months after such termination or the date of a termination in either Company or any Subsidiary of the cases referred Company enters into a definitive agreement within twelve (12) months after such termination to in clause (i) of this Section 8.5(b), the Company consummates a Company effect an Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal(provided that, then the Company shall pay the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely for purposes of this Section 8.5(b8.3(b)(iii), all percentages in the term “Company definition of Acquisition Proposal” Proposal shall have the meaning assigned to such term in Section 6.2(dbe replaced with 50%), except provided that the references to “twenty (20%) or more” no Termination Fee shall be deemed payable pursuant to this Section 8.3(b)(iii) if Parent would be references to “fifty percent (50%) or more”. In no event shall the Company be is required to pay the Company Regulatory Approval Reverse Termination Fee or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b8.4(a), then the Company shall pay to Parent, Parent a fee in an amount equal to $12,500,000 (the “Termination Fee”) by wire transfer of immediately available federal funds, a fee equal free of costs and charges, to an account designated in writing by Parent, and in each case, shall also pay all of the reasonable and documented out-of-pocket expenses incurred by Parent or Merger Sub in connection with this Agreement and the transactions contemplated hereby, in an amount not to exceed $25,000,000 2,000,000 (the “Parent ExpensesExpense Reimbursement”), (x) as promptly as practicable (and, in any eventthe case of Section 8.3(b)(i), within two Business Days following (2) business days after such termination, (y) in the case of Section 8.3(b)(ii), concurrently with termination of this Agreement and (z) in the case of Section 8.3(b)(iii), upon the earlier of the entry into a definitive agreement with respect to an Acquisition Proposal or the consummation of an Acquisition Proposal. For the avoidance of doubt, any payment made by the Company under this Section 8.3(b) shall be payable only once with respect to this Section 8.3(b) and not in duplication even though such payment may be payable under one or more provisions hereof. (c) The Company acknowledges and agrees that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement. If the Company shall fail to pay the Termination Fee when due, such fee shall also be deemed to include the costs and expenses incurred by Parent and Merger Sub (including fees and expenses of counsel) in connection with the collection under and enforcement of this Section 8.3, together with interest on such unpaid fee, commencing on the date that such fee became due, at a rate equal to the rate of interest published in the “Money Rates” section of The Wall Street Journal in effect on the date such fee became due.