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bona fide written intention, whether or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawn, and (iii) within twelve (12) months after the date of a termination in either of the cases referred to in clause (i) of this Section 8.5(b), the Company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 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 (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. (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. (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. 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. (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 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 In the event that (A) this Agreement is terminated (i) by Parent pursuant to Section 8.4(a9.1(b), Section 9.1(c) or Section 9.1(g)(i), (B) following the execution of this Agreement and prior to the Termination Date (as the same may be extended) (Company Change in Recommendation) or (ii) by the Company with respect to a termination pursuant to Section 8.3(c) (Termination for Superior Proposal9.1(c), then the time at which a vote is taken on the adoption of this Agreement at the Company shallStockholder Meeting (or an adjournment or postponement thereof)) an offer or proposal for a Competing Acquisition Transaction is publicly announced, publicly disclosed or otherwise made public (whether or not subsequently withdrawn), and (C) within two twelve (212) Business Days after such months following the termination of this Agreement the Company or any of its Subsidiaries (x) consummates any Competing Acquisition Transaction or (y) enters into a definitive Contract to consummate any Competing Acquisition Transaction and, in the case of clause (i) or concurrently with such termination in the case of clause (iiy), any Competing Acquisition Transaction is subsequently consummated, then Table of Contents on the date of the consummation of such Competing Acquisition Transaction, the Company shall pay to Parent a fee equal to of twenty-one million seven hundred fifty thousand Dollars ($356,000,000 21,750,000) in cash (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 the CompanyParent. (bii) If In the event that this Agreement is terminated pursuant to Section 9.1(f), then, immediately prior to or concurrently with, and as a condition to the effectiveness of, such termination, the Company shall pay or cause to be paid to Parent (ior its designee) the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated pursuant to Section 9.1(h) or Section 9.1(i) then within one (1) Business Day after the date of such termination, the Company shall pay or cause to be paid to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iv) For the avoidance of doubt, in the event this Agreement is terminated by Parent or the Company pursuant for any reason at a time when Parent would have had the right 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 terminate this Agreement, a Parent shall be entitled to receipt of any Company Acquisition Proposal shall Termination Fee that would 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 would have publicly announced a bona fide written intention, whether or not conditional, to make a Company Acquisition Proposalsubsequently become) and, payable had Parent terminated this Agreement at such time. (v) The parties hereto acknowledge and hereby agree that 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 , whether or not the Company Termination Fee may be payable under more than one provision of this Agreement is terminated by Parent at the same or at different times and the Company pursuant to Section 8.2(b), then the Company shall pay to Parent, by wire transfer occurrence 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)different events.

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. (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. (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. (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 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. 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. (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. (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. (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 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. (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. The Company shall pay to Parent a termination fee of $5,000,000 (athe “Company Termination Fee”) If in immediately available funds in the event that this Agreement is terminated (i) by Parent the Company pursuant to Section 8.4(a) (Company Change in Recommendation) 8.1(f), or (ii) by the Company Parent pursuant to Section 8.3(c8.1(e) (Termination for Superior Proposal)and, 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”A) less at 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 time after the date of this AgreementAgreement and before the vote on this Agreement at the Company Shareholders Meeting, a Company an Acquisition Proposal with respect to the Company shall have been publicly made to announced and not withdrawn and (B) 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 a definitive agreement with respect to an agreement contemplating a Company Acquisition Proposal, then or an Acquisition Proposal is consummated, within six (6) months following the Company shall pay the Company Termination Fee, less termination of this Agreement. Payment of any amount described in this Section 8.2(b) shall be the sole and exclusive remedy of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided that solely and Merger Sub for purposes termination 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 Agreement. Any payment required 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 made pursuant to Section 8.2(b)(ii) shall be made no later than two (2) Business Days after entering into of a definitive agreement with respect to, or the consummation of, an Acquisition Proposal. All payments under this Section 8.2(b), then the Company ) shall pay to Parent, be made by wire transfer of immediately available fundsfunds to an account designated by Parent. The Company acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement and that, a fee equal without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails promptly to $25,000,000 (pay any amount due to the “Parent Expenses”) as promptly as practicable (other party pursuant to this Section 8.2 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for all or any eventportion of the amounts set forth in this Section 8.2, within two Business Days following the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such termination)suit, together with interest on the aggregate amount of the fees and expenses at a rate equal to the prime rate reported in The Wall Street Journal on the date such payment was required to be made plus 2%.

Company Termination Fee. (ai) If (A) (1) this Agreement is terminated (i) by Parent pursuant to Section 8.4(a7.1(c), (2) this Agreement is terminated pursuant to Section 7.1(i), or (3) Parent terminates this Agreement pursuant to Sections 7.1(e), (B) (1) an Acquisition Proposal is publicly disclosed (whether by the Company Change or a third party) or otherwise publicly made known to the Company Board or the Company Stockholders and in Recommendationeach case is not publicly withdrawn prior to the date of any such termination (but in the case of the preceding clause (A)(2), even if publicly withdrawn, such public withdrawal was at least three (3) business days prior to the applicable Expiration Date) in any case of the preceding clause (A), or (2) solely in case of any of the preceding clauses (A)(1) or (ii) by A)(3), a non-public Acquisition Proposal has been made to the Company pursuant Board or any Person has privately disclosed or communicated to Section 8.3(cthe Company Board an intention to make an Acquisition Proposal which has not been withdrawn (publicly, if public) at the time of such termination, and (Termination for Superior C) within twelve months after the applicable termination, (1) the Company Board publicly recommends in writing that stockholders vote in favor of, or tender their shares into, any Acquisition Proposal or (2) the Company shall have entered into a definitive agreement with respect to or consummated any Acquisition Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) shall pay to Parent or concurrently with such termination in the case of clause (ii), pay Parent a fee its designee an amount equal to $356,000,000 86,100,000 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, immediately available funds concurrently with the earlier earliest to occur of such recommendation, such entry into such definitive agreement or consummation; provided that solely for purposes such consummation of this Section 8.5(b), the term “Company such Acquisition Proposal” shall have the meaning assigned to such term ; it being understood that 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. For purposes of this Section 7.3(b)(i), all references to “15%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%.” (cii) If the Parent terminates this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b7.1(f) or if the Company terminates this Agreement pursuant to Section 7.1(h), then the Company shall must prior to or concurrently with, and as a condition to, such termination pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (Parent the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)Company Termination Fee.

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 Proposal8.1(c)(ii), then the Company shallmust prior to or substantially concurrently with such termination pay the Company Termination Fee to Parent (or one or more of its designees) by wire transfer of same day funds to one or more accounts designated by Parent (or its designee(s)). (ii) In the event this Agreement is terminated by Parent pursuant to Section 8.1(d)(ii), the Company shall pay the Company Termination Fee to Parent (or one or more of its designees) 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 same day funds to one or more accounts designated by Parent (i) or concurrently with such termination in the case of clause (iiits designee(s), 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 In the event that (iA) this Agreement is terminated by (x) Parent pursuant to Section 8.1(d)(i) or (y) by either Parent or the Company pursuant to Section 8.2(a) (Termination Date8.1(b)(i) or 8.2(b) (Shareholder VoteSection 8.1(b)(iii), (iiB) at or prior to the time of such termination referred an Acquisition Proposal or an intention to in clause (i) of this sentence, but after the date of this Agreement, a Company make an Acquisition Proposal shall have been publicly made to the Company or any the Company Stockholders or the Company Board or otherwise publicly announced or disclosed or otherwise communicated to senior management of its Subsidiaries or shall have been made directly the Company and (C) after the execution and delivery of this Agreement and prior to the Company’s shareholders twelve (whether or not conditional12) (month anniversary of the termination of this Agreement, the Company consummates the transactions contemplated by any Alternative Acquisition Agreement or any Person shall have publicly announced Acquisition Proposal or the Company enters into a bona fide written intention, whether definitive agreement providing for the consummation of the transactions contemplated by any Acquisition Proposal or not conditional, the Company recommends or submits an Acquisition Proposal to make a the Company Acquisition Proposal) andStockholders for adoption (which, in each case, need not withdrawnbe the same Acquisition Proposal that was made, and disclosed or communicated prior to termination hereof), then the Company shall, on the earliest date that such Alternative Acquisition Agreement or an Acquisition Proposal is consummated, entered into, recommended or submitted pay the Company Termination Fee to Parent (iiior one or more of its designees) within twelve by wire transfer of same day funds to one or more accounts designated by Parent (12) months after the date of a termination in either of the cases referred to in clause (i) or its designee(s)); provided, that for purposes of this Section 8.5(b8.2(b)(iii), all percentages in the definition of Acquisition Proposal shall be replaced with 50%. (iv) In the event that this Agreement is terminated by the Company consummates a or Parent pursuant to Section 8.1(b)(iii) under circumstances in which the Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition ProposalTermination Fee is not then payable pursuant to Section 8.2(b)(iii), then the Company shall reimburse Parent and its Affiliates for all of their reasonable and documented out-of-pocket fees and expenses (including all fees and expenses of financing sources, counsel, accountants, investment bankers, experts and consultants to Parent and Merger Sub and their Affiliates) actually incurred by Parent or Merger Sub or on their behalf in connection with or related to the authorization, preparation, investigation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (the “Parent Expenses”), up to a maximum amount of $2,750,000; provided, that the payment by the Company of the Parent Expenses pursuant to this Section 8.2(b)(iv) shall not relieve the Company of any subsequent obligation to pay the Company Termination Fee, less any Fee pursuant to Section 8.2(b) (except that such obligation shall be reduced by the amount of Parent Expenses previously already paid to Parent by the Company). (v) For the avoidance of doubt, 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 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 ; provided, that the payment by Parent or the Company pursuant to Section 8.2(b), then of the Company Termination Fee shall pay not relieve the Company from any liability or damage resulting from a material breach of any of its covenants or agreements set forth in this Agreement. Parent shall have right to Parent, by wire transfer of immediately available funds, a fee equal assign the right to $25,000,000 (receive the “Parent Expenses”) as promptly as practicable (and, Company Termination Fee to one or more Persons in any event, within two Business Days following such termination)its sole discretion.

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 this Agreement is validly terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) Buyer or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal‎Section 10.01(i), then the Company shall, shall pay to Buyer (or one or more of its designees) an amount in cash equal to $25 million in immediately available funds (the “Company Epoxy Termination Fee”) within two (2) Business Days after such termination in termination. If this Agreement is validly terminated by Buyer or the case of clause (iCompany pursuant to ‎Section 10.01(i) or concurrently with such termination in the case of clause (iiby Buyer pursuant to ‎Section 10.01(h), then the Company shall pay Parent a fee to Buyer (or one or more of its designees) an amount in cash equal to $356,000,000 87,887,500 in immediately available funds (the “Company Change of Recommendation Termination Fee” and together with the Company Epoxy Termination Fee, the “Company Termination Fees” and each a “Company Termination Fee”) less any amount within two Business Days after such termination. Any payment 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” Fee shall be deemed to be references to “fifty percent (50%) or more”. In liquidated damages and not a penalty, and in no event shall the Company be required to pay (x) either of the Company Termination Fee or the Parent Expenses Fees on more than one occasion or (y) both of the Company Termination Fees on any occasion. (b) Notwithstanding anything to the contrary herein or in any other Transaction Document, (i) in the event that a Company Termination Fee is payable under ‎Section 10.04(a), Buyer’s receipt of such Company Termination Fee in full shall be the sole and exclusive remedy of the Buyer and the Buyer Related Parties against the Company Related Parties for any Damages suffered as a result of the failure of the Closing to be consummated or for a breach or failure to perform hereunder, and neither the Company nor any Company Related Party shall have any further Liability (including with respect to any other Company Termination Fee) to any Person relating to or arising out of this Agreement or the Contemplated Transactions, and the Company Related Parties shall be deemed to have waived all other remedies (including equitable remedies) with respect to any and all Damages or Liabilities suffered or incurred in connection with this Agreement or the Contemplated Transactions and (ii) the maximum aggregate Liability of the Company and the Company Related Parties, taken as a whole, under or in connection with this Agreement and the Contemplated Transactions shall be limited to an amount equal to the amount of such Company Termination Fee, and in no event shall any of Buyer or the Buyer Related Parties seek to recover, or be entitled to recover, any Damages or other losses or damages of any kind, character or description in excess of such amount (including to any other Company Termination Fee); provided that the foregoing shall not limit the ability of Buyer to recover reimbursement costs and expenses or interest pursuant to ‎Section 10.04(c) and any such reimbursement, indemnification or interest shall not reduce the amount of such Company Termination Fee; and provided, further, that nothing in this Section 10.04(b) shall restrict (A) the availability to Buyer of any remedies in connection with actual fraud or (B) Buyer’s entitlement to seek and obtain specific performance as and to the extent permitted by ‎Section 12.08. (c) If The Company acknowledges that the agreements contained in this ‎Section 10.04 are an integral part of the transactions contemplated by this Agreement is terminated by Parent or and that, without these agreements, Buyer would not enter into this Agreement. Accordingly, if the Company fails promptly to pay a Company Termination Fee when due pursuant to Section 8.2(bthis ‎Section 10.04, it shall pay any reasonable and documented out-of-pocket costs and expenses incurred by Buyer in connection with enforcing this Agreement to obtain payment of such unpaid fee (including by legal action), then together with interest on the Company shall pay to Parent, by wire transfer amount of immediately available funds, such unpaid fee at a fee rate per annum equal to $25,000,000 2% from the date such fee was required to be paid to (but excluding) the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)payment date.

Company Termination Fee. If: (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)(x) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote7.4(a), (ii) prior to such termination referred to in clause (i) of this sentence, but and after the date hereof and prior to the breach giving rise to such right of this Agreementtermination, a Company Acquisition Proposal shall have has been publicly made announced, publicly disclosed 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, or otherwise communicated to the Company Board an intention (whether or not conditional, ) to make such a Company Acquisition Proposal (and such Company Acquisition Proposal has not been withdrawn prior to such breach), or (y) this Agreement is terminated by Company or Parent pursuant to Section 7.2(c)(i), and prior to the Company Stockholder Meeting, a Company Acquisition Proposal has been publicly announced, publicly disclosed or otherwise publicly communicated to Company’s stockholders, or any Person shall have publicly announced an intention (whether or not conditional) to make such a Company Acquisition Proposal) and, in each case, not withdrawn, and (iiiB) within twelve (12) 12 months after the date of such termination, a termination transaction in either respect of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal is consummated or Company enters into an a definitive agreement contemplating in respect of a Company Acquisition Proposal that is later consummated; provided that for all purposes of this Section 7.5(b)(i), all percentages included in the definition of “Company Acquisition Proposal” increased to 50%; (b) this Agreement is terminated by Parent pursuant to Section 7.4(c); or (c) this Agreement is terminated by the Company pursuant to Section 7.3(b); then, then the in any such event, Company shall pay to 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 it being understood 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 . 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 account or accounts designated by Parent (A) at the time of consummation of any transaction contemplated by a Company Acquisition Proposal, in the case of a fee equal Company Termination Fee payable pursuant to $25,000,000 Section 7.5(b)(i), (the “Parent Expenses”B) as promptly as reasonably practicable after termination (and, in any event, within two Business Days following business days thereof), in the case of a Company Termination Fee payable pursuant to Section 7.5(b)(ii), and (C) at the time of termination, in the case of a Company Termination Fee payable pursuant to Section 7.5(b)(iii). Other than with respect to fraud or Willful Breach, in the event that the Company Termination Fee becomes payable, then payment to Parent of the Company Termination Fee shall be Parent’s sole and exclusive remedy as liquidated damages for any and all losses or damages of any nature against the Company, its Subsidiaries and each of their respective former, current and future directors, officers, employees, agents, general and limited partners, managers, members, stockholders, Affiliates and assignees and each former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing (collectively, the “Company Parties”) in respect of this Agreement, any agreement executed in connection herewith, and the transactions contemplated hereby and thereby, including for any loss or damage suffered as a result of the termination of this Agreement, the failure of the Mergers to be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally or otherwise) or otherwise, and upon payment of such termination)Company Termination Fee, no Company Party shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby and thereby.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent Prior and as a condition to a termination of this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by 9.1(g), the Company pursuant shall tender to Section 8.3(cParent (and pay to Parent if Parent agrees to accept such payment) (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 Four Million, Eight Hundred and Fifty Seven Thousand, Nine Hundred Sixty Five Dollars ($356,000,000 4,857,965) (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 the CompanyParent. (bii) If (i) In the event that this Agreement is terminated pursuant to either Sections 9.1(i) or 9.1(j), within one Business Day after demand by Parent or the Company pursuant shall pay to Section 8.2(aParent a fee equal to the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) The Company shall pay to Parent a fee equal to the Company Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parent, in the event that (Termination DateA) or 8.2(b) (Shareholder Vote), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date execution and delivery of this Agreement, an offer or proposal for a Company Competing 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 Transaction (whether or not conditional) shall be publicly announced, shall become publicly known or shall be otherwise communicated to senior management of the Company or the Company Board (it being understood and agreed that any amendment or any Person shall have other alteration to, or re-proposal of, an offer or proposal for a Competing Acquisition Transaction that was publicly announced or publicly known, or otherwise communicated to senior management of the Company or the Company Board, prior to the execution and delivery of this Agreement shall constitute an offer or proposal for a bona fide written intentionnew Competing Acquisition Transaction for purposes of this Section 9.4(a)(iii)), whether (B) this Agreement is terminated pursuant to Sections 9.1(b) or not conditional, to make a Company Acquisition Proposal) and, in each case, not withdrawnSection 9.1(c), 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(b9.1(b) or Section 9.1(c), the Company consummates a Company Acquisition Proposal or enters into an a definitive agreement contemplating a Company in respect of any Competing Acquisition Proposal, then or recommends or submits a Competing Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Competing Acquisition Proposal is consummated, which, in each case, need not be the Company shall pay same Competing Acquisition Proposal that was made, disclosed or communicated after 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 execution and delivery of this Section 8.5(b), the term “Company Acquisition Proposal” shall have the meaning assigned Agreement and prior to such term termination hereof. (iv) The parties hereto acknowledge and hereby agree that 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 one provision of this Agreement at the same or at different times and the occurrence of different events. (cv) If Parent shall be entitled to pursue a claim against the Company, either at law or in equity, arising out of this Agreement is terminated by Parent or and the transactions contemplated hereby concurrently with a claim against the Company seeking to obtain the Company Termination Fee, provided, however, that in the event that Parent shall accept or be awarded the Company Termination Fee in full pursuant to this Section 8.2(b9.4(a), then receipt of such 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 or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any other claim, action or proceeding against the Company or any of its Affiliates arising out of this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination. Upon payment of such Company Termination Fee, the Company shall pay have no further liability or obligation relating to Parent, by wire transfer or arising out 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 contemplated hereby.

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; or (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 a termination in either of the cases referred to in clause (i) of this Section 8.5(b)Stockholders Meeting, then, if within one year after such termination, the Company consummates 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 or enters into an agreement contemplating a Company Acquisition Proposalunder this Agreement, then then, in any such event, the Company shall pay to Parent an amount equal to the Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with such payment to be made upon the earlier of the 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 or the Parent Expenses on more than one occasiona transaction. (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, a Company Agreement pursuant to Section 8.1(d) or Section 8.1(e) an Acquisition Proposal shall have or Inquiry for an Acquisition Transaction has been publicly made announced or disclosed and not withdrawn or otherwise abandoned or an Acquisition Proposal has otherwise become known, disclosed or 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), 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 and such Acquisition Transaction is subsequently consummated, then the Company shall substantially concurrently with such consummation 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), 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), 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; provided, that if (A) such termination occurs prior to the Cut-Off Date and (B) the Company has entered into a fee definitive Alternative Acquisition Agreement to consummate an Acquisition Transaction at the time of such termination with an Excluded Party, then the “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)30,600,000.

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. (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. (ai) If In the event that 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(i), then the Company shall, within two shall pay to Parent the Company Termination Fee less the amount of any Parent Expense Reimbursement previously paid to Parent pursuant to Section 7.3(a). The Company Termination Fee payable pursuant to this Section 7.3(b)(i) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent no later than the second (22nd) Business Days Day following termination pursuant to Section 7.1(e) and concurrently with any termination pursuant to Section 7.1(i); provided, however, that if Parent has not provided wire information to the Company for the Company Termination Fee at least one (1) Business Day prior to the date such payment is due to Parent, then the Company Termination Fee shall be paid one (1) Business Day 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 wire instructions are provided to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company. (b) . If (iA) after the Agreement Date, an Acquisition Proposal shall have become publicly known or has been publicly delivered to the Company Board and not withdrawn, (B) thereafter this Agreement is terminated (1) by Parent or the Company pursuant to Section 8.2(a7.1(b) (Termination Date) or 8.2(b) (Shareholder Vote)where the failure of Purchaser to accept shares of Company Common Stock for payment pursuant to the Offer is attributable to the failure of the Minimum Condition to be satisfied, (ii2) prior by Parent or the Company pursuant to such termination referred Section 7.1(c) where the failure of Purchaser to in clause (i) accept shares of this sentence, but after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made Common Stock for payment pursuant to the Company or any of its Subsidiaries or shall have been made directly Offer is attributable to the Company’s shareholders failure of the Minimum Condition to be satisfied, or (whether or not conditional3) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, by Parent pursuant to make a Company Acquisition Proposal) and, in each case, not withdrawnSection 7.1(f), and (iiiC) within twelve (12) months after the date of a such termination in either of the cases referred to in clause (ix) of this Section 8.5(b), 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 (y) any 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” Transaction 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)been consummated, then the Company shall pay to Parent, Parent the Company Termination Fee (less the amount of any Parent Expense Reimbursement previously paid to Parent pursuant to Section 7.3(a)) by wire transfer of immediately available fundssame-day funds on the earliest date of when such definitive agreement is executed or such transaction is consummated. (ii) Subject to Section 8.8 and notwithstanding any other provision of this Agreement to the contrary, a fee equal each of Parent and Purchaser acknowledges and agrees on behalf of itself and its Affiliates that its receipt of the Company Termination Fee pursuant to $25,000,000 Section 7.3(b)(i), together with the reimbursement of any applicable expenses and interest pursuant to Section 7.3(a), shall constitute the sole and exclusive remedy under this Agreement of Parent, Purchaser and the Parent Related Parties against the Company or any Company Related Party, and 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, Purchaser and the Parent Related Parties in connection with this Agreement (and the “Parent Expenses”termination hereof), the Offer, Table of Contents the Merger and the other transactions contemplated hereby (and the abandonment or termination thereof) as promptly as practicable (and, in or any event, within two Business Days following matter forming the basis for such termination), and none of Parent, Purchaser or any Parent Related Party shall be entitled to bring or maintain any Legal Proceeding against the Company or any Company Related Party arising out of or in connection with this Agreement, the Offer, the Merger or any of the other transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant If (A) an Acquisition Proposal (or intention to Section 8.4(amake an Acquisition Proposal) (Company Change in Recommendation) or (ii) by with respect to the Company pursuant shall have been communicated to Section 8.3(c) (Termination for Superior Proposal), then the Company shallBoard of Directors or publicly disclosed and, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (iipursuant to Section 8.1(h), pay Parent a fee equal not publicly withdrawn at least five (5) Business Days prior to $356,000,000 the date of the Company Meeting, (the “Company Termination Fee”B) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by Parent Broadcom or the Company terminates this Agreement pursuant to Section 8.2(a) (Termination Date8.1(b) or 8.2(bBroadcom terminates this Agreement pursuant to Section 8.1(d) or Section 8.1(h) and (Shareholder Vote), (iiC) prior to such termination referred to in clause (i) of this sentence, but after before 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 that is 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 or a Company Subsidiary consummates a Company transaction described in the definition of “Acquisition Proposal Proposal” or enters into an agreement contemplating a Company Acquisition ProposalAgreement, then the Company shall shall, on the earlier of the date such transaction is consummated or any such Acquisition Agreement is entered into, pay or cause to be paid to Broadcom a fee of $3,600,000,000 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 ”). Solely for purposes of this Section 8.5(b8.2(b)(i), the term “Company Acquisition 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 Broadcom terminates this Agreement pursuant to Section 8.1(f), within two (2) Business Days after such termination the Company shall pay or cause to be paid to Broadcom the Company Termination Fee. (iii) If the Company terminates this Agreement pursuant to Section 8.1(j), prior to or concurrently with such termination the Company shall pay or cause to be paid to Broadcom the Company Termination Fee. (iv) In the event any amount is payable by the Company pursuant to the preceding clause (i), (ii) or more”(iii), such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by Broadcom. In For the avoidance of doubt and notwithstanding anything herein to the contrary, 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. (a) If this Agreement is terminated If: (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)(x) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) (Termination Date) or 8.2(b) (Shareholder Vote7.4(a), (ii) prior to such termination referred to in clause (i) of this sentence, but and after the date hereof and prior to the breach giving rise to such right of this Agreementtermination, a Company Acquisition Proposal shall have has been publicly made announced, publicly disclosed 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, or otherwise communicated to the Company Board an intention (whether or not conditional, ) to make such a Company Acquisition Proposal (and such Company Acquisition Proposal has not been withdrawn prior to such breach), or (y) this Agreement is terminated by Company or Parent pursuant to Section 7.2(c)(i), and prior to the Company Stockholder Meeting, a Company Acquisition Proposal has been publicly announced, publicly disclosed or otherwise publicly communicated to Company’s stockholders, or any Person shall have publicly announced an intention (whether or not conditional) to make such a Company Acquisition Proposal) and, in each case, not withdrawn, and (iiiB) within twelve (12) 12 months after the date of such termination, a termination transaction in either respect of the cases referred to in clause (i) of this Section 8.5(b), the Company consummates a Company Acquisition Proposal is consummated or Company enters into an a definitive agreement contemplating in respect of a Company Acquisition Proposal that is later consummated; provided that for all purposes of this Section 7.5(b)(i), all percentages included in the definition of “Company Acquisition Proposal” increased to 50%; (ii) this Agreement is terminated by Parent pursuant to Section 7.4(c); or (iii) this Agreement is terminated by the Company pursuant to Section 7.3(b); then, then the in any such event, Company shall pay to 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 it being understood 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 . 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 account or accounts designated by Parent (A) at the time of consummation of any transaction contemplated by a Company Acquisition Proposal, in the case of a fee equal Company Termination Fee payable pursuant to $25,000,000 Section 7.5(b)(i), (the “Parent Expenses”B) as promptly as reasonably practicable after termination (and, in any event, within two Business Days following business days thereof), in the case of a Company Termination Fee payable pursuant to Section 7.5(b)(ii), and (C) at the time of termination, in the case of a Company Termination Fee payable pursuant to Section 7.5(b)(iii). Other than with respect to fraud or Willful Breach, in the event that the Company Termination Fee becomes payable, then payment to Parent of the Company Termination Fee shall be Parent’s sole and exclusive remedy as liquidated damages for any and all losses or damages of any nature against the Company, its Subsidiaries and each of their respective former, current and future directors, officers, employees, agents, general and limited partners, managers, members, stockholders, Affiliates and assignees and each former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing (collectively, the “Company Parties”) in respect of this Agreement, any agreement executed in connection herewith, and the transactions contemplated hereby and thereby, including for any loss or damage suffered as a result of the termination of this Agreement, the failure of the Mergers to be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally or otherwise) or otherwise, and upon payment of such termination)Company Termination Fee, no Company Party shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby and thereby.

Company Termination Fee. (a) Section 8.4.1 If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a8.1(c)(ii) (Company Change in Recommendation) or (ii) by then the Company shall pay to Parent (or as directed by Parent), by wire transfer of same day funds, $58,000,000 (the “Company Termination Fee”); provided, however, that such termination shall not be effective until the Company pays the Company Termination Fee. If this Agreement is terminated pursuant to Section 8.3(c8.1(d)(ii) then the Company shall pay to Parent (or as directed by Parent), by wire transfer of same day funds, the Company Termination Fee as promptly as reasonably practicable (and in any event within two Business Days following such termination). If this Agreement is terminated pursuant to Section 8.1(b)(i), then, in the event that, (a) at any time after the date of this Agreement and prior to such termination 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 such termination, and (b) within twelve months of the termination of this Agreement, the Company or any Company Subsidiary enters into a definitive agreement with respect to a Takeover Proposal or any Takeover Proposal is consummated, then the Company shall pay, or cause to be paid, to Parent, by wire transfer of same day funds, the Company Termination Fee (provided that, in the event that the Company Termination Fee is paid, the amount of the Company Termination Fee shall be reduced dollar for Superior dollar by the amount of any previously paid Parent Expenses), such payment to be made upon the earlier to occur of the execution of a definitive agreement relating to, or consummation of, such Takeover Proposal. In addition, if this Agreement is terminated pursuant to Section 8.1(b)(i), then the Company shallshall reimburse Parent and Merger Sub for the reasonable documented out-of-pocket costs, fees and expenses incurred by Parent or Merger Sub in connection with this Agreement and the Merger up to an amount not to exceed $11,500,000 in the aggregate (the “Parent Expenses”), with such reimbursement (i) payable by wire transfer of same day funds to Parent (or as directed by Parent) within two (2) Business Days after following the date 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 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), and (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, credited on a Company Acquisition Proposal shall have been publicly made to the Company or dollar-for-dollar basis against 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 subsequent Company Termination Fee, less any amount of Parent Expenses previously paid by the Company, concurrently with the earlier of such entry or consummation; provided Fee that solely for may thereafter be payable to Parent. For purposes of this Section 8.5(b)8.4.1, 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 (20%) or more20 percent” shall will be deemed to be references to “fifty percent 50 percent.” Section 8.4.2 If paid, the Company Termination Fee (50%less the amount of any previously paid Parent Expenses) 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 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 Merger to be consummated and, upon payment of the Company Termination Fee (less the amount of any previously paid Parent Expenses) in accordance with Section 8.4.1, 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. In For the avoidance of doubt, in no event shall the Company be required obligated to pay, or cause to be paid, the Company Termination Fee on more than one occasion and in no event shall the Company be obligated to reimburse Parent or Merger Sub for any Parent Expenses in addition to paying the Company Termination Fee. Section 8.4.3 The Company acknowledges that the agreements contained in this Section 8.4 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 or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by 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 or the Company pursuant to Section 8.2(b)Parent Expenses, then the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 Parent its reasonable out-of-pocket costs and expenses (the “Parent Expenses”including reasonable attorneys’ fees) as promptly as practicable (and, in any event, within two Business Days following connection with such termination)suit.

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. In the event that: (a) If this (i) 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 Proposal8.01(f), then the Company shall, within two concurrently with such termination: (A) pay to Parent by wire transfer of same-day funds all reasonable and documented out-of-pocket expenses of Parent and Sub incurred in connection with this Agreement and the transactions contemplated hereby, not to exceed $10,000,000 (the “Expense Reimbursement”); and (B) issue a promissory note for the amount of the Company Termination Fee, minus any Expense Reimbursement paid, in favor of Parent that shall accrue simple interest at the rate equal to the prime rate of Citibank N.A. in effect on the date such promissory note is issued, which shall mature on the earlier of (1) the date the Superior Proposal accepted by the Company pursuant to Section 5.02(c)(ii)(B) is consummated or (2) Business Days after such the six (6) - month anniversary of the date of 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 this Agreement by the Company.Company pursuant to Section 8.01(f), (b) If This Agreement is terminated by Parent pursuant to Section 8.01(e), then the Company shall pay Parent the Company Termination Fee by wire transfer of same-day funds immediately following such termination of this Agreement, or (i) After the date of this Agreement, a Takeover Proposal shall have been announced, commenced, publicly disclosed or made known to the Company Board, (ii) thereafter, this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a) (Termination Date8.01(b)(i) or 8.2(bSection 8.01(b)(iii) (Shareholder Vote), (iior by Parent pursuant to Section 8.01(c) 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 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 Acquisition Takeover Proposal or enters into an any letter of intent, agreement contemplating in principle, acquisition agreement or other similar Contract related to a Company Acquisition ProposalTakeover Proposal or to commercialization rights for the Covered Product (whether exclusive or non-exclusive), then the Company shall pay Parent the Company Termination FeeFee by wire transfer of same-day funds on the date of consummation of the transaction contemplated by any Takeover Proposal referred to in clause (iii) above or on the date of entry into any letter of intent, less any amount of Parent Expenses previously paid by agreement in principle, acquisition agreement or other similar Contract related commercialization rights for the Company, concurrently with the earlier of such entry Covered Product (whether exclusive or consummation; provided that solely for non-exclusive). (d) For purposes of this of: (i) Section 8.5(b8.03(c), the term “Company Acquisition Takeover Proposal” shall have the meaning assigned to such term in Section 6.2(d), 5.02(a) except that the all references to “twenty (2015%) or more” therein shall be deemed to be references to “fifty percent 35%”. (50%ii) or more”. In no event shall This Section 8.03, the “Company be required to pay Termination Fee” means $75,879,404 (inclusive of Parent’s and Sub’s expenses), in cash. (e) Each of the Company, Parent, and Sub acknowledges that (i) the agreements contained in Section 8.03(a), (b) and (c) are an integral part of the transactions contemplated by this Agreement, (ii) without these agreements Parent and Sub would not enter into this Agreement and (iii) the Company Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that is intended to compensate Parent and Sub in the circumstances in which such Company Termination Fee is payable. Accordingly, if the Company fails to promptly pay any amount due pursuant to Section 8.03(a), (b) or the Parent Expenses on more than one occasion. (c) If this Agreement is terminated by and, in order to obtain such payment, Parent or commences a suit that results in a judgment against the Company pursuant to or any successor of the Company for the amount set forth in Section 8.2(b8.03(a), then (b) or (c) or any portion thereof, the Company shall pay to ParentParent costs and expenses (including attorneys’ fees) incurred by the Parent and its Affiliates in connection with such suit, by wire transfer together with interest on such amount or portion thereof at the prime rate of immediately available funds, a fee equal Citibank N.A. in effect on the date such payment was required to $25,000,000 (be made through the “Parent Expenses”) date of payment. If the Company Termination Fee is paid when and as promptly as practicable (anddue in accordance with the provisions of Section 8.03(a), in any eventconnection with a termination otherwise in accordance with the terms of Section 8.01, within two Business Days following such termination)payment shall be the sole and exclusive remedy available to Parent and Sub, except in a circumstance where Seller has otherwise intentionally breached its obligations under this Agreement.

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 1,285,000 (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. (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. (c) If this Agreement is terminated by . Parent or shall have the right to assign the right to receive the Company pursuant Termination Fee 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, one or more Persons in any event, within two Business Days following such termination)its sole discretion.

Company Termination Fee. In the event that (ai) If this the Merger Agreement is terminated (ia) by Parent pursuant Celgene or Receptos due to Section 8.4(aan Outside Date Termination (provided that (1) the Minimum Condition has not been satisfied at the time of such termination and (Company Change in Recommendation2) the Antitrust Condition is satisfied at the time of such termination and (3) there is no Restraint) or (b) by Celgene due to a Receptos Breach Termination, (ii) by following the execution and delivery of the Merger Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been publicly withdrawn prior to termination of the Merger Agreement (any such Acquisition Proposal, a “Disclosed Transaction”) and (iii) within 12 months following such termination, Receptos enters into a definitive agreement with any third party with respect to any Competing Acquisition Transaction (as defined below) that is later consummated or any Competing Acquisition Transaction is consummated, 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 Parent $230,000,000 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 cash (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by ). A “Competing Acquisition Transaction” has the Company. (b) If same meaning as an “Acquisition Transaction” except that (i) this Agreement is terminated by Parent or the Company pursuant all references therein to Section 8.2(a(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 (more than 20%) or more” shall be deemed to be references to “fifty percent (more than 50%” and (b) “less than 80%” shall be deemed to be references to “less than 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”(3) together with other transactions entered into by the Receptos during such 12 month period, results in the grant of exclusive (or exclusive except as to Receptos and/or its subsidiaries) commercialization rights for a specified Receptos product for substantially all major markets. In no the event shall that the Company be Merger Agreement is terminated by Receptos due to an Alternative Transaction Termination, Receptos is also required to pay to Celgene the Company Termination Fee or as a condition to the Parent Expenses on more than one occasion. (c) If this effectiveness of such termination. In addition, in the event that the Merger Agreement is terminated by Parent or Celgene due to a Receptos Board Termination, Receptos is required to pay to Celgene the Company Termination Fee. Parent Termination Fee. In the event that (i) the Merger Agreement is terminated by Celgene or Receptos due to (1) an Outside Date Termination or (2) an Antitrust Termination, (ii) at the time of such termination, the Antitrust Condition has not been satisfied, and (iii) the failure of the Antitrust Condition to be satisfied did not result from any breach by Receptos of any of its covenants or obligations set forth in the Merger Agreement, Celgene will (a) pay to Receptos $400,000,000 in cash and (b) enter into a loan agreement with Receptos pursuant to Section 8.2(b)which it commits to loan Receptos up to an aggregate principal amount of $350,000,000. TABLE OF CONTENTS​ Expenses. All fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party or parties, then as applicable, incurring such expenses whether or not the Company shall pay to Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 (Offer and/or the “Parent Expenses”) as promptly as practicable (and, in any event, within two Business Days following such termination)Merger is consummated.

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 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.

Company Termination Fee. (ai) If In the event this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), the Company shall pay the Company Termination Fee to Parent simultaneously with such termination by wire transfer of same day funds to one or more accounts designated by Parent (or, if such account(s) have not been designated by Parent prior to such termination, promptly, but in any event within two (2) Business Days, following the designation thereof in writing to the Company by Parent). (ii) In the event this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii)(A) (other than as a result of an Intervening Event Change of Recommendation), 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, by wire transfer of same day funds to one or more accounts designated by Parent (or, if such account(s) have not been designated by Parent, promptly, but in any event within two (2) Business Days following the designation thereof in writing to the Company by Parent). (iii) In the event that (A) this Agreement is terminated (i1) by either Parent or the Company pursuant to Section 9.1(b)(ii)(B) (and there has been no Intervening Event Change of Recommendation prior to the expiration date of the Offer) and prior to the time of such termination an Acquisition Proposal shall have been publicly announced, commenced or disclosed and shall not have been irrevocably and in good faith publicly withdrawn, or (2) by Parent pursuant to Section 8.4(a9.1(d)(i) and prior to the time of such termination an Acquisition Proposal shall have been made known to the Company Board or publicly announced, commenced or disclosed and shall not have been irrevocably and in good faith withdrawn, and (B) at any time after the execution of this Agreement and prior to the date that is twelve (12) months after the termination of this Agreement (the “Follow-On Period”), the Company consummates an Acquisition Proposal or enters into a definitive acquisition agreement related to an Acquisition Proposal with a Third Party that is subsequently (1) consummated at any time (for the avoidance of doubt, including consummation at any time after the Follow-On Period) or (2) terminated and, in connection with such termination, the Company receives a fee and/or expense reimbursement (“Acquisition Proposal Termination Fee”), the Company shall, on the date such Acquisition Proposal is consummated, if at all, or such Acquisition Proposal Termination Fee is received by the Company, if at all, pay (I) in the case of Section 9.4(b)(iii)(B)(1), the Company Termination Fee or (II) in the case of Section 9.4(b)(iii)(B)(2) the lesser of (x) the Company Termination Fee and (y) the Acquisition Proposal Termination Fee, reduced by, in the case of either clause (x) or clause (y), all out-of-pocket reasonable and documented fees and expenses incurred by or on behalf of the Company in connection with the applicable Acquisition Proposal (including any fees and expenses of financial advisors and legal counsel), in either case to Parent by wire transfer of same day funds to one or more accounts designated by Parent; provided that, for purposes of this Section 9.4(b)(iii), (x) all percentages in the definition of Acquisition Proposal shall be replaced with 50%, (y) the definition of Acquisition Proposal shall exclude any sale or disposition of assets, exclusive license, collaboration or other co-development, co-promotion, co-marketing or similar transaction solely with respect to RECOTHROM or IL-21 to a Third Party (but not both to the same Third Party or its Affiliates), and (z) the definition of Acquisition Proposal shall be expanded to include any sale, disposition, license or transfer, whether direct or indirect, by the Company or any Company Subsidiary to a Third Party of all or a material portion of the Company’s rights with respect to IFN-lambda. (iv) In the event that this Agreement is terminated by (i) Parent pursuant to Section 9.1(d)(ii)(A) as a result of an Intervening Event Change in Recommendationof Recommendation pursuant to Section 7.5(d)(ii) or (ii) by the Company or Parent pursuant to Section 8.3(c9.1(b)(ii)(B) (Termination for Superior Proposaland prior to the expiration date of the Offer the Company Board has made an Intervening Event Change of Recommendation pursuant to Section 7.5(d)(ii), then the Company shall, 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)termination, pay by wire transfer of same day funds to one or more accounts designated by Parent a termination fee equal to of $356,000,000 57,400,000 (the “Company Intervening Event Termination Fee”) less (or, if such account(s) have not been designated by Parent, promptly, but in any amount of Parent Expenses previously paid event within two (2) Business Days following the designation thereof in writing to the Company by the CompanyParent). (bv) If (i) this Agreement is terminated by Parent or For 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) avoidance 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) anddoubt, 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 obligated to pay pay, or cause to be paid, both the Company Termination Fee and the Intervening Event Termination Fee, or either the Company Termination Fee or the Parent Expenses Intervening Event Termination Fee on more than one (1) 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) (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 equal to in the amount of Nineteen Million Two Hundred Thousand Dollars ($356,000,000 19,200,000) (the “Company Termination Fee”), in the manner and at the time set forth in Section 11.02(c) less any amount of Parent Expenses previously paid by hereof, in the Company.event that this Agreement is terminated as follows: (b) If (i) if Parent shall terminate this Agreement pursuant to Section 11.01(d); (ii) in the event that (A) a Company Alternative Proposal shall have been publicly announced, commenced or otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Company Alternative Proposal, (B) thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a11.01(b) (Termination Date) or 8.2(b) (Shareholder Vote), (ii) prior for failure of the Merger to such termination referred to in clause (i) of this sentence, but after be consummated by the date specified therein, and (C) within twelve (12) months of the termination of this Agreement, the Company enters into an agreement with respect to any Company Alternative Proposal or any Company Alternative Proposal is consummated; (iii) in the event that (A) at the time of the meeting of the Company’s shareholders held pursuant to Section 6.03 or at any adjournment or postponement thereof at which a vote on such approval is taken a Company Acquisition Alternative 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 Company Acquisition Alternative Proposal; (B) thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 11.01(f) because the required affirmative vote of the Company’s shareholders shall not have been received; and, in each case, not withdrawn, and (iiiC) within twelve (12) months after of the date of a 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 agreement contemplating with respect to any Company Alternative Proposal or any Company Alternative Proposal is consummated; or (iv) in the event that (A) a Company Acquisition Alternative Proposal shall have been presented to the Company’s Board of Directors, publicly announced, commenced or otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Company 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 (B) thereafter 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 agreement is terminated by Parent or the Company pursuant to Section 8.2(b), then 11.01(e) for a breach by the Company shall pay of any of its covenants or agreements (other than the covenants and agreements contained in Sections 6.03 and 6.04); and (C) within twelve (12) months of the date of such termination of this Agreement, the Company enters into an agreement with respect 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 Alternative Proposal or any Company Alternative Proposal is consummated.

Company Termination Fee. (ai) If this Agreement is terminated by the Company pursuant to Section 8.01(d) or by Parent pursuant to Section 8.01(e), the Company shall, in the case of a termination pursuant to Section 8.01(d) prior to or concurrently with or, in the case of a termination pursuant to Section 8.01(e), promptly, and in any event within two (2) Business Days after the date of such termination, pay Parent the Company Termination Fee by wire transfer of immediately available funds. (ii) If this Agreement is terminated (iA) (1) by Parent or the Company pursuant to Section 8.01(f) and a vote on the proposal to adopt this Agreement has not been taken at the Company Stockholders Meetings by the Outside Termination Date and at any time after the date hereof and prior to such termination a Takeover Proposal shall have been publicly announced or made known to the Company Board of Directors and not rejected by the Company Board of Directors at least three (3) Business Days prior to the Outside Termination Date, (2) by Parent pursuant to Section 8.4(a8.01(g) (other than a termination because of a breach or inaccuracy of Section 4.09(b)) and at any time after the date hereof and prior to the breach giving rise to Parent's right to terminate under Section 8.01(g), a Takeover Proposal shall have been publicly announced or made known to the Company Change in Recommendation) Board of Directors and not withdrawn prior to such breach or (ii3) by Parent or the Company pursuant to Section 8.3(c8.01(c) and at any time after the date hereof and prior to the Company Stockholders Meeting, a Takeover Proposal shall have been publicly announced or made known to the Company Board of Directors and not publicly rejected by the Company Board of Directors at least three (Termination for Superior Proposal3) Business Days prior to the Company Stockholders Meeting and (B) within twelve (12) months after such termination, the Company either consummates any Takeover Proposal or enters into a definitive agreement to consummate any Takeover Proposal and the Company thereafter consummates the Takeover Proposal that is the subject of such definitive agreement (whether or not within such twelve (12) month period), then the Company shall, within two (2) Business Days after the earlier of the entry into such termination definitive agreement or the consummation of the Takeover Proposal described in the case of clause (i) or concurrently with such termination 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 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 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), (I) all references in the term “Company Acquisition Proposal” shall have the meaning assigned Takeover Proposal to such term in Section 6.2(d), except that the references to “twenty (20%) "15% or more” " shall be deemed to be references to “fifty percent ("more than 50%" and (II) in the case of a termination under Section 8.01(c), the definitive agreement or Takeover Proposal described in clause (B) involves the Person who made the Takeover Proposal described in clause (A)(3) or more”. In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses on more than one occasionan Affiliate of such Person. (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(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 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. (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(e) or (Termination for Superior ProposalB) by Parent pursuant to Section 8.01(c) or Section 8.01(f), then the Company shallshall pay Parent, within as liquidated damages and not as a penalty and as the sole and exclusive remedy of AIG, 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 by wire transfer of immediately available funds. If the Company Termination Fee shall be 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 shall be payable pursuant to clause (B) of the preceding sentence, the Company Termination Fee shall be paid no later than two (2) 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), 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 (i) this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a) (Termination Date8.01(d) or 8.2(bSection 8.01(g) or by Parent pursuant to Section 8.01(h) and (Shareholder Vote), (iiA) prior to such termination referred to in clause (i) of this sentence, but at any time after the date hereof and prior to the Company Stockholders Meeting, the termination of this Agreementthe Agreement pursuant to Section 8.01(g) or the breach giving rise to Parent’s right to terminate under Section 8.01(h), 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 ProposalStockholders Meeting, the termination of this Agreement pursuant to Section 8.01(g) andor 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 Parent, as liquidated damages and not as a penalty and as the sole and exclusive remedy of AIG, 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. (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 or simultaneously with 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 (ix) this Agreement is terminated (A) by either Parent or the Company pursuant to Section 8.2(a9.1(b)(ii) (Termination Datedue solely to a failure of the Minimum Condition to be satisfied at the time of the final expiration of the Offer) or 8.2(b(B) by Parent pursuant to Section 9.1(d)(i) (Shareholder Voteother than any such termination solely as a result of any breach or breaches of the Company’s representations and warranties due to facts or circumstances existing or occurring prior to the date hereof), (ii) and 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 made to the Company announced, commenced or any of its Subsidiaries or disclosed and shall not 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, irrevocably and in each case, not good faith withdrawn, and (iiiy) 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 an Acquisition Proposal or enters into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to an agreement contemplating Acquisition Proposal that is subsequently consummated, or the Company files a Solicitation/Recommendation Statement on Schedule 14D-9 that includes the Company Board’s recommendation of any Acquisition ProposalProposal to the Company Shareholders that is subsequently consummated, then the Company shall shall, on the date such Acquisition Proposal is consummated, pay the Company Termination Fee, Fee (less any the amount of Parent Expenses previously paid to Parent pursuant to Section 9.4(c)(i), if any) to Parent by the Companywire transfer of same day funds to one or more accounts designated by Parent; provided, concurrently with the earlier of such entry or consummation; provided that solely 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 “replaced with fifty percent (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. (c) If this Agreement is terminated by . Parent or shall have right to assign the right to receive the Company pursuant Termination Fee 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, one or more Persons in any event, within two Business Days following such termination)its sole discretion.

Company Termination Fee. (ai) If this Agreement is validly terminated (iA) by Parent pursuant to Section 8.4(a8.1(a)(iv) (Company Change in Recommendation) or Recommendation Change), (iiB) by the Company pursuant to Section 8.3(c8.1(a)(iii) (Termination for Company Superior Proposal), then the (C) by Parent pursuant to Section 8.1(a)(vi) (Company’s Material Breach and Failure to Cure) solely by reason of a breach of Section 5.2 (Non-Solicitation; Acquisition Proposals), Section 6.1 (Preparation of Company shall, within two (2) Business Days after such termination in the case of clause (iProxy Statement) or concurrently with such termination in the case of clause Section 6.2 (ii), pay Parent a fee equal to $356,000,000 Company Shareholders Meeting) or (the “Company Termination Fee”D) less any amount of Parent Expenses previously paid by the Company. (b) If (i) this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a8.1(a)(ii)(A) (Termination Outside Date) or 8.2(bSection 8.1(a)(ii)(C) (No Company Shareholder VoteApproval), and (ii1) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, any Person publicly announces a Company Acquisition Takeover Proposal which shall not have been publicly made withdrawn, and (2) at any time on or prior to the first anniversary of such termination the Company or any of its Subsidiaries or shall have been made directly to the Company’s shareholders enters into a definitive agreement and consummates a transaction (whether before 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 end of a termination in either of the cases referred to in clause (i) of this Section 8.5(bsuch period), the with respect to such Company consummates a Company Acquisition Takeover Proposal or enters into an agreement contemplating a Company Acquisition Proposal(provided, 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(b8.2(b)(i)(D), the term “Company Acquisition Takeover Proposal” shall have the meaning assigned to such term set forth in Section 6.2(d), the definition of Company Takeover Proposal except that the all 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, Parent the Company Termination Fee by wire transfer (to an account designated in writing by Parent) of immediately available fundsfunds (1) in the case of termination by Parent pursuant to Section 8.1(a)(iv) (Company Recommendation Change), Section 8.1(a)(vi) (Company’s Material Breach and Failure to Cure) solely by reason of a fee equal to $25,000,000 breach by the Company of a covenant set forth in Section 5.2 (the “Parent Expenses”Non-Solicitation; Acquisition Proposals), Section 6.1 (Preparation of Company Proxy Statement) as promptly as practicable or Section 6.2 (and, in any event, Company Shareholders Meeting) within two Business Days following after such termination, (2) in the case of termination by the Company pursuant to Section 8.1(a)(iii) (Company Superior Proposal)., prior to or substantially concurrently with such termination, or (3) in the case of termination by either Parent or the Company

Company Termination Fee. In consideration of the financial accommodations theretofore made, and to be made hereafter by Buyer to the Company in accordance with the Letter of Intent, the Company shall (a) If this Agreement is terminated (i) by Parent pursuant 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 Buyer a 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. Two Hundred and Fifty Thousand Dollars ($250,000) as liquidated damages; (b) If reimburse Buyer for all expenses incurred by Buyer in connection with the entering into this Agreement and the carrying out of any and all acts contemplated hereunder, up to an aggregate maximum amount of One Hundred Thousand Dollars (i$100,000) (the “Buyer Expense Fee”); (c) immediately repay to Buyer all amounts theretofore advanced by Buyer to or for the benefit of Company; and (d) grant to Buyer an exclusive, two year, royalty free license to the Product with the right to sublicense the Product to end-users in the United States of America, Mexico and Canada in the event that this Agreement is terminated by Parent or the Company as follows: (i) if Buyer shall terminate this Agreement pursuant to Section 8.2(a) 7.1.4, 7.1.6, or 7.1.7 (Termination Date) other than because a representation or 8.2(b) (Shareholder Votewarranty of the Company became untrue between the date hereof and the Closing as the result of an event or condition over which the Company was unable, in the exercise of its reasonable commercial efforts, to exercise control or because of a breach of a covenant or agreement of the Company that the Company was unable to prevent in the exercise of its reasonable commercial efforts), ; or (ii) prior if (A) either party shall terminate this Agreement pursuant to such termination referred to in clause (i) of this sentenceSection 7.1.2 and, but at any time after the date Agreement Date and before the termination of this Agreement, a Company an Acquisition Proposal with respect to the Company shall have been publicly made to the Company made, proposed or any of its Subsidiaries or shall have been made directly to the Company’s shareholders (whether or communicated 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, withdrawn and (iiiB) 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, the Company consummates a Company any Acquisition Proposal or enters into an agreement contemplating agreement, understanding (including a Company letter of intent) with respect to any 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”Proposal which is subsequently consummated. In no event shall the Company be required to pay the Any Company Termination Fee or payable under this provision shall be payable as liquidated damages to compensate Buyer for the Parent Expenses on more than one occasion. (c) If damages Buyer will suffer if this Agreement is terminated by Parent or in the circumstances set forth in this Section 7.2.2, which damages cannot be determined with reasonable certainty. It is specifically agreed that any Company Termination Fee to be paid pursuant to this Section 8.2(b), then the Company shall pay to Parent, by wire transfer of immediately available funds, 7.2.2 represents liquidated damages and not 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)penalty.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant The Company would be required to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant pay a termination fee of $181,500,000.00, which we refer 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 (as the “Company Termination Fee”,” to Parent if the Merger Agreement is terminated: • pursuant to a Superior Proposal Termination; ​ • pursuant to an Adverse Recommendation Change Termination; or ​ • if (A) less any amount following the date of Parent Expenses previously paid by the Company. Merger Agreement, a Takeover Proposal will have been publicly made or otherwise become generally known to the public and has not been subsequently withdrawn, (bB) If (i) this thereafter the Merger Agreement is terminated by Parent or (1) the Company or Parent pursuant to Section 8.2(a) a Termination Date Termination and at such time all of the Offer conditions (Termination Date) other than the Minimum Tender Condition and the Offer conditions that by their terms are to be satisfied at the Offer closing, but subject to such conditions being able to be satisfied), have been satisfied or 8.2(b) waived ​ TABLE OF CONTENTS (Shareholder Votesubject to certain requirements set forth in the Merger Agreement), (ii2) the Company or Parent, pursuant to a Minimum Tender Condition Termination (subject to certain requirements set forth in the Merger Agreement), or (3) Parent pursuant to a Company Breach Termination, and (C) within 12 months following the date of such termination, the Company enters into a definitive agreement with respect to any transaction specified in the definition of “Takeover Proposal” and such Takeover Proposal is subsequently consummated. For purposes of this clause, the references in the definition of the term “Takeover Proposal” to the figure “25%” will be deemed to be replaced by “50%”. The Company Termination Fee is payable prior to such or concurrently with termination referred to of the Merger Agreement in clause (i) the event of this sentencea Superior Proposal Termination, but and, in all other cases, within two business days after the date of this Agreement, a Company Acquisition Proposal shall have been publicly made the event giving rise to the Company or any of its Subsidiaries or shall have been made directly obligation 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 would be required to pay a termination fee of $594,000,000.00, which we refer to as the “Parent Termination Fee,” to the Company Termination Fee if the Merger Agreement is terminated: • pursuant to a Parent Breach Termination; ​ • pursuant to a Failure to Close Termination; ​ • pursuant to an Offer Change Termination; or ​ • if the Parent Expenses on more than one occasion. (c) If this Merger Agreement is terminated by Parent or the Company or Parent pursuant to Section 8.2(b), then a Termination Date Termination and if the Company shall pay would have been entitled to Parent, by wire transfer of immediately available fundsterminate the Merger Agreement pursuant to a Parent Breach Termination, a fee equal Failure to $25,000,000 (the “Close Termination or an Offer Change Termination. ​ The Parent Expenses”) as promptly as practicable (and, in any event, Termination Fee is payable within two Business Days following business days after the date of the event giving rise to the obligation to pay the Parent Termination Fee. If the Merger Agreement is terminated by (i) Parent at any time when the Company would have been entitled to terminate the Merger Agreement, the Company will be entitled to receipt of any Parent Termination Fee that would have been (or would have subsequently become) payable had the Company terminated the Merger Agreement at such termination)time or (ii) the Company at any time when Parent would have been entitled to terminate the Merger Agreement, Parent shall be entitled to receipt of any Company Termination Fee that would have been (or would have subsequently become) payable had Parent terminated the Merger Agreement at such time.

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. (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 Holdings prior to such termination by wire transfer of same day funds to one or more accounts designated by Holdings. (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 Holdings promptly, but in any event within two three (23) 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 CompanyHoldings. (biii) If In the event that (iA) this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a) (Termination Date9.1(b)(i) or 8.2(bSection 9.1(b)(ii)(B) (Shareholder Vote)or by Parent pursuant to Section 9.1(d)(i) and Parent is not in material breach of this Agreement at the time of such termination, (iiB) at or 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 announced, commenced or disclosed or submitted or 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) (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 withdrawnBoard, and (iiiC) within at any time after the execution of this Agreement and prior to the expiration of 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 Company an Acquisition Proposal or enters into a letter of intent, agreement in principle, definitive agreement or similar Contract with respect to an agreement contemplating a Company Acquisition ProposalProposal that is subsequently (x) consummated at any time (for the avoidance of doubt, then including consummation at any time after the twelve-month period following termination of this Agreement) or (y) terminated and, in connection with such termination, the Company shall receives a fee (“Acquisition Proposal Termination Fee”), the Company shall, on the date such Acquisition Proposal is consummated or such Acquisition Proposal Termination Fee is received by the Company, pay the Company Termination Fee, less any amount Fee to Holdings by wire transfer of Parent Expenses previously paid same day funds to one or more accounts designated by the Company, concurrently with the earlier of such entry or consummationHoldings; 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 50.1%. (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. (c) If this Agreement is terminated by Parent or . Holdings shall have right to assign the right to receive the Company pursuant Termination Fee 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, one or more Persons in any event, within two Business Days following such termination)its sole discretion.

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(f), then Parent shall pay to the Company shallin 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 the definitive agreement entered into by Parent concerning a transaction that constitutes a Superior Proposal, and (y) $300,000 (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. (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(b7.3(a), the term “Company Acquisition 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. (a) If In the event that this Agreement is terminated (i) by Parent pursuant to Section 8.4(a11.01(c) (Company unless at or prior to the time of such termination, there has been a 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(b11.01(e), then the Company shall pay to Parent, SPAC the Company Termination Fee. Any Company Termination Fee due under this Section 11.03 shall be paid by wire transfer of immediately available fundsfunds to an account provided in writing by SPAC to the Company, a fee equal within five (5) business days of the termination date. For purposes of this Agreement, “Company Termination Fee” means $7,500,000. Notwithstanding anything to $25,000,000 the contrary in this Agreement, each of the Company, SPAC, and the other SPAC Parties acknowledges and agrees that in the event that SPAC is entitled to receive the Company Termination Fee pursuant to this Section 11.03, the right of SPAC to receive such amount shall constitute the sole and exclusive remedy for, and such amount shall constitute liquidated damages in respect of, any termination of this Agreement for SPAC, any other SPAC Party and any of their respective, direct or indirect, former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees (the “Parent ExpensesSPAC Non-Recourse Parties”) as promptly as practicable (and), in any event, within two Business Days following regardless of the circumstances giving rise to such termination. Upon payment of such amount, none of the Company, any of its Subsidiaries or any of their respective, direct or indirect, former, current or future stockholders, directors, officers, employees, agents, Affiliates or assignees (the “Company Non-Recourse Parties”), shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby. The Company expressly acknowledges and agrees that neither SPAC nor any other SPAC Party shall need to prove damages to receive the Company Termination Fee when it is payable under this Agreement, and hereby irrevocably waives any right to challenge the amount of actual damages represented by the Company Termination Fee. In no event shall SPAC, or any other SPAC Party, be entitled to the Company Termination Fee on more than one occasion.

Company Termination Fee. (a) If In the event that this Agreement is terminated (i) by Parent Purchasers pursuant to Section 8.4(a) (Company Change in Recommendation8.01(g) or (ii) by the Company Seller pursuant to Section 8.3(c) (Termination for Superior Proposal8.01(h), then Seller shall pay to Purchasers 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”. The Company Termination Fee payable pursuant to this Section 8.03(a) less shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 8.01(g) and concurrently with any amount of Parent Expenses previously paid by the Companytermination pursuant to Section 8.01(h). (b) If In the event that: (i) this Agreement is terminated by Parent Purchasers or the Company Seller pursuant to Section 8.2(a) (Termination Date8.01(b) or 8.2(b) (Shareholder VoteSection 8.01(f), (ii) at or prior to the Outside Date (in the case of termination pursuant to Section 8.01(b)) or the Seller Stockholder Meeting at which the Required Stockholder Vote shall not have been obtained (in the case of termination pursuant to Section 8.01(f)), a Third Party or Seller shall have publicly disclosed that such Third Party has made, or is considering making, an Acquisition Proposal (and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination referred to in clause (i) of this sentence, but after the date of this Agreement, a Company or in the case of termination pursuant to Section 8.01(b), such Acquisition Proposal shall not have been publicly made withdrawn at least ten (10) 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 withdrawnSeller Stockholder Meeting), and (iii) if, 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, Seller or the Company consummates a Company transaction within the scope of the definition of “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; Transaction” (provided that solely for purposes of this Section 8.5(bclause (iii), each reference in the term definition of “Company Acquisition ProposalTransaction” shall have the meaning assigned to such term in Section 6.2(d), except that the references to “twenty (20%) or more” 15% 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 Seller shall within three (3) Business Days after the Company shall pay consummation of such transaction, as applicable, cause to Parentbe paid to Purchasers, by wire transfer of immediately available funds, a fee an amount equal to $25,000,000 the Company Termination Fee. (c) All payments under this Section 8.03 shall be made by wire transfer of immediately available funds to an account designated in writing by Purchasers. (d) Seller acknowledges that the “Parent Expenses”agreements contained in this Section 8.03 are an integral part of this Agreement. Accordingly, if Seller fails to promptly pay the Company Termination Fee when due, Seller shall pay to Purchasers the Company Termination Fee and all of Purchasers’ costs and expenses (including attorneys’ fees and expenses) in connection with such claim, together with interest on the full amount of the Company Termination Fee from the date such payment was required to be made until the date of payment at the prime lending rate as promptly as practicable published in The Wall Street Journal in effect on the date such payment was required to be made. (ande) In the event that Purchasers shall receive the Company Termination Fee pursuant to this Section 8.03, the receipt of such fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Purchasers or any of their Affiliates in connection with this Agreement (and the termination hereof), the transactions contemplated by this Agreement (and the abandonment thereof) or any event, within two Business Days following matter forming the basis for such termination), and neither Purchasers nor any of their Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against Seller or any of its Subsidiaries or any of their respective Affiliates arising out of this Agreement, the transactions contemplated by this Agreement or any matters forming the basis for such termination.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) terminated (Company Change in Recommendation) or (iiA) by the Company pursuant to Section 8.3(c7.1(d) (Termination for Superior Proposal), then the Company shallor (B) by Parent pursuant to Section 7.1(e) (Adverse Recommendation), 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”A) 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(a7.1(c) (Termination Date) or 8.2(b) (Shareholder No Vote), (iiB) following the execution of this Agreement and prior to such termination referred to in clause (i) the time at which a vote is taken on the adoption of this sentence, but after Agreement at the date of this Agreement, a Company Shareholders Meeting (or an adjournment or postponement thereof) an Acquisition Proposal shall have been is publicly made to the Company or any of its Subsidiaries announced or shall have been made directly to the Company’s shareholders become publicly known and not withdrawn (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Company "Competing Acquisition Proposal) and, in each case, not withdrawn"), and (iiiC) within twelve (12) months following the termination of this Agreement pursuant to Section 7.1(c), the foregoing Competing Acquisition Proposal is consummated or the Company enters into a definitive Contract to consummate the foregoing Competing Acquisition Proposal and such Competing Acquisition Transaction is subsequently consummated, the Company shall promptly, and in any event within five (5) Business Days after the date of a such termination (except as provided in either of the cases referred to in clause (i) of this Section 8.5(bproviso below), the Company consummates a Company Acquisition Proposal or enters into an agreement contemplating a Company Acquisition Proposal, then the Company shall pay Parent the Company Termination Fee, Fee (less any the amount of Parent Expenses previously paid to Parent pursuant to Section 7.2(c), if any) by wire transfer of immediately available funds (it being understood and agreed that Parent shall provide the CompanyCompany with the applicable account information promptly upon request therefor); provided that, in the case of a termination pursuant to clause (ii), such payment shall be made substantially concurrently with the earlier consummation of such entry or consummationCompeting Acquisition Proposal; provided that solely provided, further, that, for purposes the purpose of this Section 8.5(bclause (ii), each reference to 20% 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%) or more”. In For the avoidance of doubt, in no event shall the Company be required obligated to pay, or cause to be paid, the Company Termination Fee on more than one occasion, whether or not the Company Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events. If the Company becomes obligated to pay the Company Termination Fee or the pursuant to this Section 7.2(b), Parent Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or and Merger Sub agree that Parent's right to receive the Company pursuant to Section 8.2(b), then Termination Fee from the Company shall pay to be Parent, by wire transfer of immediately available funds, a fee equal to $25,000,000 ('s and Merger Sub's sole and exclusive remedy against the “Parent Expenses”) as promptly as practicable (Company and the Company Group and, in upon payment of the Company Termination Fee, neither the Company nor any event, within two Business Days following such termination)member of the Company Group shall have any liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement or the transactions contemplated hereby.

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 Parent terminates 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(b)(ii), then the Company shallshall pay to Parent promptly, within but in no event later than two (2) Business Days business days after the date of such termination, a termination fee of $2,500,000 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 cash (the “Company Termination Fee”) less any and shall reimburse Parent for its reasonable out-of-pocket expenses in connection with this Agreement and the Transactions in an amount of Parent Expenses previously paid by not to exceed $500,000 (the Company“Expense Reimbursement Amount”). (b) If the Company terminates this Agreement pursuant to Section 7.1(b)(iii), prior to and as a condition to the effectiveness of such termination, the Company shall pay to Parent the Company Termination Fee and the Expense Reimbursement Amount. (c) If (i) this Agreement is terminated by Parent or the Company terminates this Agreement pursuant to Section 8.2(a7.1(b)(i)(B) (Termination Date) or 8.2(b) (Shareholder Vote)as a result of the failure to satisfy the Minimum Condition, and (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, a Company Acquisition Takeover Proposal (whether or not a continuation or renewal of, or otherwise relating to, any Takeover Proposal that was publicly announced or became publicly known prior to the execution and delivery of this Agreement) 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 become publicly known 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) concurrently with, or 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)following such termination, the Company consummates a Company Acquisition Proposal or enters into an a definitive agreement contemplating with respect to, or consummates, a Company Acquisition transaction contemplated by any Takeover Proposal, then the Company shall pay the Company Termination Feethen, 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 ParentParent the Company Termination Fee and the Expense Reimbursement Amount promptly following the earlier of the execution of the definitive agreement with respect to, or the consummation of, any transaction contemplated by any Takeover Proposal (and in any event not later than two business days after receipt by the Company of notice of demand for payment from Parent delivered in accordance with Section 8.9). (d) The Company Termination Fee and the Expense Reimbursement Amount shall be paid by wire transfer of immediately available fundsfunds to an account designated in writing by Parent. (e) The Company 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, a fee equal Parent would not have entered into this Agreement. (f) Subject to $25,000,000 (the “Parent Expenses”) as promptly as practicable (and, and without limiting in any eventway the provisions of Section 7.2, within two Business Days following the parties hereto agree that payment of the Company Termination Fee and the Expense Reimbursement Amount shall be Parent and Purchaser’s exclusive remedy for any termination of this Agreement pursuant to Section 7.1 under circumstances where the Company Termination Fee and the Expense Reimbursement Amount are payable under this Section 7.3 and that Parent and Purchaser shall have no further recourse against the Company for, or as a result of, such termination).