Common use of Effect of Termination and Abandonment Clause in Contracts

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions pursuant to this Article XI, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII of this Agreement shall survive termination. (b) In the event that this Agreement is terminated (i) by the Company pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided, however, that (i) except as otherwise provided that herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement and (ii) the agreements contained provisions set forth in the last second sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII 9.1 shall survive the termination of this Agreement. No termination of this Agreement shall survive terminationbe effective unless and until notice of such termination shall have been given by the terminating party pursuant to Section 9.6, specifying the provision or provisions of Section 8.1, 8.2, 8.3 or 8.4 pursuant to which termination has been effected. Merger Sub shall not be entitled to terminate this Agreement or receive any notice thereof. (b) In the event that (i) an Acquisition Proposal shall have been made to the Company or any of its stockholders or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification at least (A) 10 business days prior to termination of this Agreement, with respect to termination of this Agreement pursuant to Section 8.2(a), or (B) five business days prior to termination of this Agreement, with respect to termination of this Agreement pursuant to Section 8.2(b), and thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a) or 8.2(b), (ii) this Agreement is terminated (iA) by Parent pursuant to Section 8.4(a), or (B) by the Company pursuant to Section 11.3(a8.2(b) and, on or (iiprior to the date of the Stockholders Meeting, any event giving rise to Parent’s right to terminate under Section 8.4(a) by Buyer pursuant to Section 11.4(a) or (b) shall have occurred, or (iii) this Agreement is terminated by either Party the Company pursuant to Section 11.2(ii8.3(a), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days days after the date of such termination, pay Buyer Parent a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of 12,825,000 (the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable “Termination Fee”) by wire transfer of same day funds. Notwithstanding ; provided, however, that the foregoingTermination Fee to be paid pursuant to clause (iii) shall be paid as set forth in Section 8.3; provided, further, that no Termination Fee shall be payable to Parent pursuant to clause (i) of this Section 8.5(b) unless and until within 12 months of such termination the Company shall have entered into an Alternate Acquisition Agreement with respect to, or shall have consummated or shall have approved or recommended to the Company’s stockholders or otherwise not opposed, an Acquisition Proposal (substituting “50%” for “20%” in the event definition of “Acquisition Proposal”); provided that for purposes of this Agreement is terminated Agreement, an Acquisition Proposal shall not be deemed to have been “publicly withdrawn” by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time any Person if, within 12 months of such votetermination, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and or any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives shall have entered into an Alternative Acquisition Agreement with respect to, or shall have consummated or shall have approved, adopted or recommended to the breach Company’s stockholders or otherwise not opposed, an Acquisition Proposal made by or on behalf of such Person or any covenant or agreement set forth in this Agreementof its Affiliates. The Company acknowledges that the agreements contained in this Section 11.5(b8.5(b) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer Parent and the Company Merger Sub would not enter into this Agreement; accordingly, if the Company fails to promptly pay the any amount due pursuant to this Section 11.5(b8.5(b), and, in order to obtain such payment, the Buyer Parent or Merger Sub commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth to which reference is made in this Section 11.5(b8.5(b), the Company shall pay to the Buyer Parent or Merger Sub its reasonable costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing of the fee at the prime lending rate of Citibank, Citibank N.A. in effect on the date such payment was required to be mademade through the date of payment.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, written notice thereof shall be given to the other Party or Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability on the part of any party Party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representativesRepresentatives); provided provided, however, that (i) this Section 8.5, Section 6.9 and Article IX (in each case, subject to the agreements contained terms thereof) shall remain in the last sentence of Section 8.2(a) full force and in Sections 11.5 effect and 11.6 and in Article XII survive termination of this Agreement Agreement, and (ii) nothing herein shall survive terminationrelieve any Party from liability for fraud. (b) In the event that this Agreement is terminated (i) by the Company Y pursuant to Section 11.3(a8.3, Company T shall pay Company Y in cash in same-day funds as promptly as possible (but in any event within two business days) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in after such termination the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but Termination Fee. The Parties acknowledge and agree that in no event later shall Company T be required to pay the Termination Fee on more than two Business Days after one occasion, whether or not the date Termination Fee may be payable under more than one provision of such terminationthis Agreement, pay Buyer a termination fee at the same or at different times or upon the occurrence of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in different events. (c) In the event that this Agreement is terminated (i) by either party Company Y or Company T pursuant to Section 11.2(ii8.2(d), Company Y shall pay Company T the No Vote Termination Fee in cash in same day funds (x) and in the Voting event this Agreement has been is terminated by Company T, as promptly as possible (but in any event within two business days) after such termination or (y) in the event this Agreement is terminated by Company Y, prior to such termination or (ii) by Company T pursuant to Section 8(b)(i)(z8.4, Company Y shall pay Company T in cash in same-day funds as promptly as possible (but in any event within two business days) thereof at after such termination the time of such vote, the Company shall promptly, but Termination Fee. The Parties acknowledge and agree that in no event later shall Company Y be required to pay the No Vote Termination Fee or the Termination Fee on more than two days after being notified one occasion, whether or not the No Vote Termination Fee or the Termination Fee may be payable under more than one provision of such by Buyerthis Agreement, pay all at the same or at different times or upon the occurrence of different events. (d) (i) Subject to Section 8.5(f) and Section 9.8, Company Y’s receipt of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up Termination Fee from Company T pursuant to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment Section 8.5(b) shall be the sole and exclusive remedy of Buyer Company Y and its Subsidiaries against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or T Related Parties (other representatives with respect than the Company T Voting Shareholders pursuant to the terms of the Company T Voting Agreements) for any loss suffered as a result of any breach of any covenant or agreement set forth or the failure of the Merger to be consummated, and upon payment of such amount, none of the Company T Related Parties (other than the Company T Voting Shareholders pursuant to the terms of the Company T Voting Agreements) shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement and, (ii) subject to Section 8.5(f), Company T’s receipt of the No Vote Termination Fee or the Termination Fee from Company Y pursuant to Section 8.5(c) shall be the sole and exclusive remedy of Company T against the Company Y Related Parties (other than the Company Y Voting Shareholders pursuant to the terms of the Company Y Voting Agreements) for any loss suffered as a result of any breach of any covenant or agreement or the failure of the Merger to be consummated, and upon payment of such amount, none of the Company Y Related Parties (other than the Company Y Voting Shareholders pursuant to the terms of the Company Y Voting Agreements) shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement. For the avoidance of doubt, subject to Section 8.5(f), (A) under no circumstances will Company Y be entitled to monetary damages in excess of the amount of the Termination Fee and (B) under no circumstances will Company T be entitled to monetary damages in excess of the amount of the No Vote Termination Fee or the Termination Fee, as applicable. (e) The Parties expressly acknowledge and agree that, with respect to any termination of this Agreement under circumstances in which the No Vote Termination Fee or the Termination Fee is payable pursuant to this Section 8.5, payment of the Termination Fee, as required hereunder, shall constitute liquidated damages with respect to any claim for damages or any other claim which Company T, on the one hand, or Company Y, on the other hand, as the case may be, would otherwise be entitled to assert against Company Y, on the one hand, or Company T, on the other hand, as the case may be, or their respective assets, or against any of their respective employees or equity holders (without limiting any claims otherwise available to (i) Company T against the Company Y Voting Shareholders pursuant to the Company Y Voting Agreements or (ii) Company Y against the Company T Voting Shareholders pursuant to the terms of the Company T Voting Agreements) or any other Company T Related Party or Company Y Related Party, as the case may be, with respect to any such termination of this Agreement. The Company Parties expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any such termination of this Agreement under circumstances in which the No Vote Termination Fee or the Termination Fee is payable pursuant to this Section 8.5, the right to such payment (A) constitutes a reasonable estimate of the damages that will be suffered by reason of any such termination of this Agreement, and (B) shall be in full and complete satisfaction of any and all damages arising as a result of any such termination of this Agreement. (f) Each of the Parties acknowledges that the agreements contained in this Section 11.5(b) 8.5 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer and the Company other Parties would not enter have entered into this Agreement; accordingly, if Company T or Company Y, as the Company case may be, fails to promptly pay the amount due pursuant to this Section 11.5(b)8.5, and, in order to obtain such payment, Company Y or Company T, as the Buyer case may be, commences a suit which results in a judgment against the other Party, with respect to Company Y or Merger Sub, or Parties, with respect to Company T for the fee, charges or expenses amounts set forth in this Section 11.5(b)8.5, the Company such paying Party shall pay to the Buyer other Party or Parties, as applicable, its reasonable and documented costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and by either Buyer or the abandonment of the Transactions pursuant to this Article XICompany as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (other than as set forth in Sections 12.1Press Releases), 12.2 6.13 (Confidentiality Agreement) and 9.5 (Expenses) and this Section 11.5) shall become void 8.2 and all other obligations of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that parties specifically intended to be performed after the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII termination of this Agreement shall survive terminationany termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither Buyer nor the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement. (b) In the event this Agreement is terminated by Buyer pursuant to Section 8.1(f), the Company shall pay to Buyer an amount equal to $5,320,943 (the “Termination Fee”). (c) In the event that this Agreement is terminated (i) by Buyer or the Company pursuant to Section 11.3(a8.1(e) or Section 8.1(b) due to the failure to obtain the approval of the Company’s shareholders required for the consummation of the Merger, and (i) an Acquisition Proposal with respect to the Company shall have been publicly announced, disclosed or otherwise communicated to the Company Board or senior management of the Company prior to the Company Meeting or prior to the date specified in Section 8.1(b), as applicable, and (ii) by Buyer pursuant within twelve (12) months of such termination, the Company shall have (x) recommended to Section 11.4(a) its shareholders or consummated a transaction qualifying as an Acquisition Transaction or (by) or (iii) by either Party pursuant entered into a definitive agreement with respect to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such votean Acquisition Transaction, then the Company shall promptlypay to Buyer an amount equal to the Termination Fee. For purposes of this Section 8.2(c), but all references in no event later than two Business Days after the date definition of such termination, pay Buyer a termination fee of $22,000,000 and Acquisition Transaction to “25%” shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up instead refer to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in “50%.” (d) In the event that this Agreement is terminated by either party Buyer pursuant to Section 11.2(ii8.1(c) and (i) an Acquisition Proposal with respect to the Voting Agreement has Company shall have been terminated pursuant publicly announced, disclosed or otherwise communicated to the Company Board or senior management of the Company prior to any breach by the Company of any representation, warranty, covenant or other agreement giving rise to such termination by Buyer or during the cure period therefor provided in Section 8(b)(i)(z8.1(c) thereof at the time and (ii) within twelve (12) months of such votetermination, the Company shall promptlyhave (x) recommended to its shareholders or consummated a transaction qualifying as an Acquisition Transaction or (y) entered into a definitive agreement with respect to an Acquisition Transaction, but then the Company shall pay to Buyer an amount equal to the Termination Fee. For purposes of this Section 8.2(d), all references in no event later the definition of Acquisition Transaction to “25%” shall instead refer to “50%.” (e) Any payment of the Termination Fee required to be made pursuant to this Section 8.2 shall be made not more than two days (2) Business Days after being notified of such by Buyer, pay all the date of the reasonable and customary charges and expenses incurred by Buyer in connection with event giving rise to the obligation to make such payment. All payments under this Agreement and the Transactions up to a maximum amount of $5,000,000, payable Section 8.2 shall be made by wire transfer of same day funds. The Company's payment shall be the sole immediately available funds to an account designated by Buyer. (f) Buyer and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges acknowledge that the agreements contained in this Section 11.5(b) 8.2 are an integral part of the Transactions, transactions contemplated by this Agreement and that, without these agreements, Buyer and the Company would not enter have entered into this Agreement; accordingly. Accordingly, if the Company fails promptly to promptly pay the any amount due pursuant to this Section 11.5(b), 8.2 and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses amount set forth in this Section 11.5(b)8.2, the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's feesattorneys’ fees and expenses) in connection with such suit, together with interest on the amount so owing of the Termination Fee at the prime lending rate of Citibank(as reported in The Wall Street Journal or, N.A. if not reported therein, in effect another authoritative source) on the date such payment was required to be made.

Effect of Termination and Abandonment. (a) In Except to the extent provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d), in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIIX, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that provided, however, that, notwithstanding anything in this Agreement to the agreements contained in the last sentence contrary, (i) no such termination shall relieve any Party of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII any liability or damages to any other Party resulting from any fraud or Willful Breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) and the Confidentiality Agreement shall survive terminationthe termination of this Agreement. (b) In the event that this Agreement is terminated terminated: (i) by the Company either Crown or King pursuant to Section 11.3(a9.2(a) (Outside Date) or Section 9.2(c)(i) (Requisite Crown Vote Not Obtained) or by King pursuant to Section 9.3(b) (Crown Terminable Breach) and, in any such case: (A) a bona fide Acquisition Proposal with respect to Crown shall have been publicly made directly to the stockholders of Crown or shall otherwise have become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to Crown (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification five (5) Business Days prior to (i) the date of such termination, with respect to any termination pursuant to Section 9.2(a) (Outside Date) or Section 9.3(b) (Crown Terminable Breach) or (ii) by Buyer the date of the Crown Stockholders Meeting, with respect to termination pursuant to Section 11.4(a9.2(c)(i) (Requisite Crown Vote Not Obtained)); and (B) within twelve (12) months after the date of such termination, (1) Crown or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement with respect to any Acquisition Proposal with respect to Crown or (2) there shall have been consummated any Acquisition Proposal with respect to Crown (in each case of clauses (1) and (2), with fifty percent (50%) being substituted in lieu of twenty percent (20%) in each instance thereof in the definition of “Acquisition Proposal”), then immediately prior to or concurrently with the occurrence of either of the events described in the foregoing clauses (B)(1) or (b) or B)(2); (iiiii) by either Party King pursuant to Section 11.2(ii9.3(a) (Crown Change of Recommendation), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two (2) Business Days after the date of such termination; or (iii) by either King or Crown pursuant to Section 9.2(c)(i) (Requisite Crown Vote Not Obtained) (and, at the time of such termination pursuant to Section 9.2(c)(i) (Requisite Crown Vote Not Obtained), King had the right to terminate this Agreement pursuant to Section 9.3(a) (Crown Change of Recommendation)), then promptly, but in no event later than, in the case of such termination by King, two (2) Business Days or, in the case of such termination by Crown, one (1) Business Day after the date of such termination; Crown shall, in the case of Section 9.5(b)(i), Section 9.5(b)(ii) or Section 9.5(b)(iii), pay the Crown Termination Fee to King or its designee by wire transfer of immediately available cash funds. In no event shall Crown be required to pay the Crown Termination Fee on more than one occasion. (c) In the event that this Agreement is terminated: (i) by either Crown or King pursuant to Section 9.2(a) (Outside Date) or Section 9.2(c)(ii) (Requisite King Vote Not Obtained) or by Crown pursuant to Section 9.4(b) (King Terminable Breach) and, in either case; (A) a bona fide Acquisition Proposal with respect to King shall have been publicly made directly to the stockholders of King or shall otherwise have become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to King (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification five (5) Business Days prior to (i) the date of such termination, with respect to any termination pursuant to Section 9.2(a) (Outside Date) or Section 9.4(b) (King Terminable Breach) or (ii) the date of the King Stockholders Meeting, with respect to termination pursuant to Section 9.2(c)(ii) (Requisite King Vote Not Obtained)); and (B) within twelve (12) months after such termination, (1) King or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement with respect to any Acquisition Proposal with respect to King or (2) there shall have been consummated any Acquisition Proposal with respect to King (in each case of clauses (1) and (2), with fifty percent (50%) being substituted in lieu of twenty percent (20%) in each instance thereof in the definition of “Acquisition Proposal”), then immediately prior to or concurrently with the occurrence of either of the events described in the foregoing clauses (B)(1) or (B)(2); (ii) by Crown pursuant to Section 9.4(a) (King Change of Recommendation), then promptly, but in no event later than two (2) Business Days after the date of such termination; or (iii) by either King or Crown pursuant to Section 9.2(c)(ii) (Requisite King Vote Not Obtained) (and, at the time of such termination pursuant to Section 9.2(c)(ii) (Requisite King Vote Not Obtained), Crown had the right to terminate this Agreement pursuant to Section 9.4(a) (King Change of Recommendation)), then promptly, but in no event later than, in the case of such termination by Crown, two (2) Business Days or, in the case of such termination by King, one (1) Business Day after the date of such termination; King shall, in the case of Section 9.5(c)(i), Section 9.5(c)(ii) or Section 9.5(c)(iii), pay the King Termination Fee to Crown or its designee by wire transfer of immediately available cash funds. In no event shall King be required to pay the King Termination Fee on more than one occasion. (d) In the event that this Agreement is terminated: (i) by either Crown or King pursuant to Section 9.2(c)(i) (Requisite Crown Vote Not Obtained), then promptly, but in no event later than, in the case of such termination by King, three (3) Business Days or, in the case of such termination by Crown, one (1) Business Day after the date of such termination, Crown shall pay all of the documented out-of-pocket costs, fees and expenses of counsel, accountants, financial advisors and other experts and advisors as well as fees and expenses incident to negotiation, preparation and execution of this Agreement and related documentation and stockholders’ meetings and consents (collectively, “Costs”) of King up to a maximum amount equal to $7.5 million (the “Expense Amount”), to King or its designee by wire transfer of immediately available cash funds; provided, that any amounts paid under this Section 9.5(d)(i) shall be credited (without interest) against any Crown Termination Fee if paid to King (or its designee) pursuant to the terms of this Agreement; (ii) by either Crown or King pursuant to Section 9.2(c)(ii) (Requisite King Vote Not Obtained), then promptly, but in no event later than, in the case of such termination by Crown, three (3) Business Days or, in the case of such termination by King, one (1) Business Day after the date of such termination, King shall pay all of the documented out-of-pocket Costs of Crown up to the Expense Amount to Crown or its designee by wire transfer of immediately available cash funds; provided, that any amounts paid under this Section 9.5(d)(ii) shall be credited (without interest) against any King Termination Fee if paid to Crown (or its designee) pursuant to the terms of this Agreement; (iii) by King pursuant to Section 9.3(b) (Crown Terminable Breach), then promptly, but in no event later than, three (3) Business Days after the date of such termination, Crown shall pay Buyer a termination fee all of $22,000,000 and the documented out-of-pocket Costs of King up to the Expense Amount to King or its designee by wire transfer of immediately available cash funds; provided, that any amounts paid under this Section 9.5(d)(iii) shall be credited (without interest) against any Crown Termination Fee if paid to King (or its designee) pursuant to the terms of this Agreement; and (iv) by Crown pursuant to Section 9.4(b) (King Terminable Breach), then promptly, but in no event later than two days than, three (3) Business Days after being notified the date of such by Buyertermination, King shall pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions documented out-of-pocket Costs of Crown up to a maximum amount of $4,000,000, in each case payable the Expense Amount to Crown or its designee by wire transfer of same day immediately available cash funds. Notwithstanding the foregoing; provided, in the event that any amounts paid under this Agreement is terminated by either party Section 9.5(d)(iv) shall be credited (without interest) against any King Termination Fee if paid to Crown (or its designee) pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time terms of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. . (e) The Company acknowledges Parties hereby acknowledge and agree that the agreements contained in this Section 11.5(b) 9.5 are an integral part of the Transactions, and that, without these agreements, Buyer and the Company other Parties would not enter into this Agreement; accordingly, if the Company Crown or King, as applicable, fails to promptly pay the amount due pursuant to this Section 11.5(b)9.5, and, in order to obtain such payment, the Buyer King or Crown, as applicable, commences a suit which that results in a judgment against the Company Crown or King, as applicable, for the fee, charges or expenses fees set forth in this Section 11.5(b)9.5 or any portion of such fees, the Company such paying Party shall pay to the Buyer other Party its reasonable costs and expenses (including reasonable attorney's attorneys’ fees, costs and expenses) in connection with such suit, together with interest on the amount so owing of the fee at the prime lending rate of Citibank, N.A. as published by The Wall Street Journal (in effect on the date such payment was required to be made) from the date such payment was required to be made through the date of payment. Notwithstanding anything in this Agreement to the contrary, the Parties hereby acknowledge and agree that in the event that the Crown Termination Fee or the King Termination Fee, as applicable, becomes payable by, and is paid by, Crown or becomes payable by, and is paid by, King, as applicable, such fee shall be the receiving Party’s sole and exclusive remedy for damages against the other Parties and their respective former, current or future stockholders, directors, officers, Affiliates, agents or other Representatives for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement set forth in this Agreement or the failure of the Transactions to be consummated; provided, however, that no such payment shall relieve any Party of any liability or damages to any other Party resulting from any fraud or Willful Breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.16.12, 12.2 6.13 and this Section 11.59.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors officers or other representativesRepresentatives); provided, however, except as otherwise provided that the agreements contained herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of any covenant in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII of this Agreement shall survive terminationAgreement. (b) In the event that (i) a bona fide Acquisition Proposal (but substituting 40% for the 15% threshold set forth in the definition thereof (a “Covered Proposal”)) shall have been made to the Company or any of its Subsidiaries or its shareholders and shall have become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Covered Proposal with respect to the Company or any of its Subsidiaries (and such Covered Proposal or publicly announced intention shall not have been withdrawn at the time of the Shareholders Meeting) and thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(b) or by Parent pursuant to Section 8.4(c), (iii) this Agreement is terminated by Parent (A) pursuant to Section 8.4(a) and, at the time of the withdrawal, modification or qualification of the adoption of this Agreement or the Directors’ Recommendation (or the agreement to do so), a Covered Proposal (or any bona fide indication of interest that is reasonably capable of becoming a Covered Proposal) shall have been made to the Company or any of its Subsidiaries or its shareholders, directly or indirectly through any Representatives of the Company, or any Person shall have publicly announced an intention (whether or not conditional) to make a Covered Proposal with respect to the Company or any of its Subsidiaries or (B) pursuant to Section 8.4(d) or (iii) this Agreement is terminated by the Company pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to i) of Section 8(b)(i)(z) thereof at the time of such vote8.3, then the Company shall promptly, but in no event later than two Business Days days after the date of such terminationtermination (provided, however, that the fee to be paid pursuant to clause (iii) shall be paid as set forth in Section 8.3), pay Buyer Parent a termination fee of $22,000,000 560,000,000 (the “Termination Fee”) and shall promptly, but in no event later than two days after being notified of such by BuyerParent, pay all of the charges and expenses documented out-of-pocket expenses, including those of the Exchange Agent, incurred by Buyer Parent or Merger Sub in connection with this Agreement and the Transactions transactions contemplated by this Agreement up to a maximum amount of $4,000,00040,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing; provided, however, that no Termination Fee shall be payable to Parent pursuant to clause (i) of this paragraph (b) unless and until (I) any Person (other than Parent) (an “Acquiring Party”) has acquired, by purchase, sale, assignment, lease, transfer or otherwise, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time one transaction or any series of related transactions within 15 months of such votetermination, a majority of the voting power of the outstanding securities of the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay or all or substantially all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount assets of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any or shall have entered into an agreement with the Company for such an acquisition within 15 months of such termination or (II) there has been consummated a merger, consolidation or similar business combination between the Company or one of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreementan Acquiring Party within such 15 month period. The Company acknowledges that the agreements contained in this Section 11.5(b8.5(b) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer Parent and the Company Merger Sub would not enter into this Agreement; accordingly, if the Company fails to promptly pay the any amount due pursuant to this Section 11.5(b8.5(b), and, in order to obtain such payment, the Buyer Parent or Merger Sub commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth to which reference is made in this Section 11.5(bparagraph (b), the Company shall pay to the Buyer Parent or Merger Sub its reasonable costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing of the fee at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made. Notwithstanding anything to the contrary in this Agreement, the parties hereby acknowledge that in the event that the Termination Fee and/or out-of-pocket expenses become payable and are paid by the Company pursuant to this Section 8.5(b), the Termination Fee and out-of-pocket expenses shall be Parent’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement.

Effect of Termination and Abandonment. (a) In Except as provided in paragraph (b) below, in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last foregoing to the contrary, that (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful and material breach of this Agreement and (ii) the provisions set forth in this Section 8.5 and the second sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII 9.1 shall survive the termination of this Agreement, and the Confidentiality Agreement shall survive terminationin accordance with its terms. (b) In the event that (i) a bona fide Acquisition Proposal shall have been made to the Company or any of its Subsidiaries or any of its stockholders or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification at least ten (10) days prior to, with respect to any termination pursuant to Section 8.2(a), the date of termination, and with respect to termination pursuant to Section 8.2(b) the date of the Stockholders Meeting) and thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a) (iDrop Dead) or 8.2(b) (No Stockholder Approval), (ii) this Agreement is terminated by Parent pursuant to Section 8.4(a), (b) or (c) or (iii) this Agreement is terminated by the Company pursuant to Section 11.3(a8.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(iiFiduciary Out), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days (2) days after the date of such termination, pay Buyer Parent a termination fee of $22,000,000 85,000,000 (the “Termination Fee”) and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and reimburse reasonable documented out-of-pocket expenses actually incurred by Buyer in connection with this Agreement and the Transactions Parent or Merger Sub up to a maximum amount of $4,000,0007,500,000 in the aggregate (provided, however, that the Termination Fee to be paid pursuant to clause (iii) shall be paid as set forth in Section 8.3), in each case payable by wire transfer of same day funds. Notwithstanding the foregoing; provided, in the event however, that this Agreement is terminated by either party no Termination Fee and reimbursement of expenses shall be payable to Parent pursuant to Section 11.2(iiclause (i) of this paragraph (b) unless and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time until within 12 months of such votetermination, (I) the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and or any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives shall have entered into an Alternative Acquisition Agreement with respect to, or shall have consummated or shall have approved or recommended to the breach Company’s stockholders or otherwise not opposed, an Acquisition Proposal or (II) there shall have been consummated an Acquisition Proposal (substituting in both instances “50%” for “20%” in the definition of any covenant or agreement set forth in this Agreement“Acquisition Proposal”). The Company acknowledges that the agreements contained in this Section 11.5(b8.5(b) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer Parent and the Company Merger Sub would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b8.5(b), and, in order to obtain such payment, the Buyer Parent or Merger Sub commences a suit which that results in a judgment against the Company for the fee, charges or expenses fee set forth in this Section 11.5(b)8.5(b) or any portion of such fee, the Company shall pay to the Buyer Parent or Merger Sub its reasonable costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing of the fee at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be mademade through the date of payment. Notwithstanding anything to the contrary in this Agreement, the parties hereby acknowledge that in the event that the Termination Fee and any reimbursement of expenses pursuant to this Section 8.5(b) becomes payable and is paid by the Company and accepted by Parent pursuant to this Section 8.5(b), the Termination Fee and such reimbursement of expenses shall be Parent’s and Merger Sub’s sole and exclusive remedy.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.59.2) shall become void and of no effect with no liability (other than as set forth in Section 8.5(b) or in the proviso at the end of this sentence) on the part of any party hereto (to this Agreement or of any of its directors, officers, employees, agents, legal and or financial advisors or other representatives); provided provided, however, that the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII no such termination shall relieve any party to this Agreement from any liability resulting from any breach of this Agreement shall survive terminationAgreement. (b) In the event that (i) an Acquisition Proposal is publicly announced and not withdrawn prior to the Company Stockholders Meeting, the Board of Directors of the Company shall have withdrawn or materially modified, in a manner adverse to Parent, its approval or recommendation of this Agreement or the Merger and this Agreement is terminated by the Company or Parent pursuant to Section 8.2(ii), (iii) this Agreement is terminated by Parent pursuant to Section 8.4(a) (but with respect to Section 8.4(a), only if the Board of Directors of the Company shall have withdrawn its approval or recommendation of this Agreement or the Merger or modified or changed that approval or recommendation to such an extent that it is no longer approving or recommending this Agreement or the Merger), (iii) an Acquisition Proposal is publicly announced and not withdrawn prior to the Company Stockholders Meeting, this Agreement is terminated by the Company or Parent pursuant to Section 8.2(ii) and within one year after such termination the Company enters into a definitive agreement with respect to an Acquisition Proposal or an Acquisition Proposal is consummated, in either case with any Person or (iv) this Agreement is terminated by the Company pursuant to Section 11.3(a8.3(b), then the Company shall pay Parent a fee equal to $75 million (the "Termination Fee"). In the event of a termination by the Company described in clause (i) or (iv) of the preceding sentence, the Termination Fee shall be payable by wire transfer of same day funds as a condition precedent to such termination; in the event the Termination Fee shall become payable pursuant to clause (iii) of the preceding sentence, the Termination Fee shall be payable by wire transfer of same day funds simultaneously with the execution of the definitive agreement or the consummation of the Acquisition Proposal which gives rise to the obligation to pay the Termination Fee; and in the event of a termination by Parent described in clause (i) or (ii) of the preceding sentence, the Termination Fee shall be payable by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case wire transfer of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall same day funds promptly, but in no event later than two days after being notified the date of such by Buyer, pay all termination of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. For purposes of this Section 8.5(b), the definition of "Acquisition Proposal" shall be modified by changing all references to "15%" to "50%." The Company acknowledges that the agreements contained in this Section 11.5(b8.5(b) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer Parent and the Company Merger Sub would not enter into this Agreement; accordingly. Accordingly, if the Company fails to pay promptly pay the amount due pursuant to this Section 11.5(b8.5(b), and, in order to obtain such payment, the Buyer Parent or Merger Sub commences a suit which results in a judgment against the Company for the fee, charges or expenses fee set forth in this Section 11.5(bparagraph (b), the Company shall pay to the Buyer Parent or Merger Sub its reasonable costs and expenses (including reasonable attorney's attorneys' fees) in connection with such suit, together with interest on the amount so owing of the fee at the prime lending rate of Citibank, Citibank N.A. in effect on the date such payment was required to be made.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (other than as set forth in Sections 12.1, 12.2 and i) this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors8.02, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a6.06(d) and in Sections 11.5 and 11.6 and in Article XII IX shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary, neither TriCo nor FNBB shall survive terminationbe relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement. (b) In The parties hereto agree that FNBB shall pay TriCo the event that sum of $12.0 million (the “Termination Fee”) as follows: (i) if this Agreement is terminated (i) by the Company TriCo pursuant to Section 11.3(a8.01(f) (Failure to Recommend, etc.), FNBB shall pay the Termination Fee to TriCo on the second (2nd) Business Day following the termination of this Agreement; (ii) if this Agreement is terminated by FNBB pursuant to Section 8.01(h) (Superior Proposal), FNBB shall pay the Termination Fee to TriCo on the date of the termination of this Agreement; or (iii) if this Agreement is terminated by (A) TriCo pursuant to Section 8.01(b) (Breach), or (B) by either TriCo or FNBB pursuant to Section 8.01(c) (Delay) and at the time of such termination no vote of the FNBB shareholders contemplated by this Agreement at the FNBB Meeting shall have occurred, or (C) by TriCo or FNBB pursuant to Section 8.01(e)(i) (No Shareholder Approval), and in the case of any termination pursuant to clause (A), (B) or (iiC), an Acquisition Proposal shall have been publicly announced and communicated or made known to the executive officers of FNBB or the FNBB Board (or any Person shall have publicly announced and communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal, or reiterated a previously expressed plan or intention to make an Acquisition Proposal) at any time after the date of this Agreement and prior to the taking of the vote of the shareholders of FNBB contemplated by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii)this Agreement at the FNBB Meeting, in the case of this clause (iiiC), or prior to the date of termination, in the case of clause (A) or (B), then (1) if within twelve (12) months after such termination FNBB enters into an agreement with respect to a Control Transaction, then FNBB shall pay to TriCo the Voting Agreement has not been terminated Termination Fee on the date of execution of such agreement and (2) if a Control Transaction is consummated otherwise than pursuant to Section 8(b)(i)(zan agreement with FNBB within twelve (12) thereof at the time of months after such votetermination, then FNBB shall pay to TriCo the Company shall promptly, but in no event later than two Business Days after Termination Fee on the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified consummation of such Control Transaction. As used in this Section 8.02(b), a “Control Transaction” means (i) the acquisition by Buyerany Person whether by purchase, pay all merger, consolidation, sale, transfer or otherwise, in one transaction or any series of transactions, of a majority of the charges and expenses incurred voting power of the outstanding securities of FNBB or First National Bank or a majority of the assets of FNBB or First National Bank, (ii) any issuance of securities resulting in the ownership by Buyer in connection with this Agreement and any Person of more than twenty-five percent (25%) of the Transactions up voting power of FNBB or by any Person other than FNBB or First National Bank of more than ten percent (10%) of the voting power of First National Bank or (iii) any merger, consolidation or other business combination transaction involving FNBB or any of its Subsidiaries as a result of which the shareholders of FNBB cease to a maximum amount of $4,000,000own, in each case the aggregate, at least fifty percent (50%) of the total voting power of the entity surviving or resulting from such transaction. Any amount that becomes payable pursuant to this Section 8.02(b) shall be paid by wire transfer of same day fundsimmediately available funds to an account designated by TriCo. Notwithstanding Under no circumstances shall FNBB be obligated to pay the foregoingTermination Fee on more than one occasion, and the parties hereby acknowledge and agree that in the event that this Agreement the Termination Fee becomes payable and is terminated paid by either party FNBB pursuant to this Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote8.02, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment Termination Fee shall be the TriCo’s sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in under this Agreement. The Company acknowledges . (c) FNBB and TriCo agree that the agreements agreement contained in this Section 11.5(bparagraph (b) are above is an integral part of the TransactionsTransactions contemplated by this Agreement, and that, that without these agreements, Buyer and the Company such agreement TriCo would not enter have entered into this Agreement; accordingly, if and that such amount does not constitute a penalty or liquidated damages in the Company event of a breach of this Agreement by FNBB. If FNBB fails to promptly pay TriCo the amount due pursuant to this Section 11.5(bunder paragraph (b) above within the time periods specified in such paragraph (b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company FNBB shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's feeslegal fees and expenses) incurred by TriCo in connection with any action, including the filing of any lawsuit, taken to collect payment of such suitamount, provided TriCo prevails on the merits, together with interest on the amount so owing of any such unpaid amount at the prime lending rate of Citibankprevailing during such period as published in The Wall Street Journal, N.A. in effect calculated on a daily basis from the date such payment amount was required to be madepaid until the date of actual payment.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and by either Buyer or the abandonment of the Transactions pursuant to this Article XICompany as provided in Section 8.1, this Agreement (other than as set forth shall forthwith become void and have no effect, and none of Buyer, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 12.16.4, 12.2 6.14 and 9.4 and this Section 11.5) shall become void 8.2 and all other obligations of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that parties specifically intended to be performed after the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII termination of this Agreement shall survive terminationany termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither Buyer nor the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement. (b) In the event this Agreement is terminated by Buyer pursuant to Section 8.1(f) or by the Company pursuant to Section 8.1(g), the Company shall pay to Buyer an amount equal $2,900,000 (the “Termination Fee”). (c) In the event that this Agreement is terminated (i) by Buyer or the Company pursuant to Section 11.3(a8.1(e) or Section 8.1(c) due to the failure to obtain the approval of the Company’s shareholders required for the consummation of the Merger, and (i) an Acquisition Proposal with respect to the Company shall have been publicly announced, disclosed or otherwise communicated to the Company Board prior to the date specified in Section 8.1(c) or prior to the Company Meeting and (ii) by Buyer pursuant to Section 11.4(awithin twelve (12) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time months of such votetermination, the Company shall have entered into a definitive agreement with respect to, or the Company shall have consummated, an Acquisition Transaction, then the Company shall promptly, but in no event later than two Business Days after pay to Buyer an amount equal to the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in Termination Fee. (d) In the event that this Agreement is terminated by either party Buyer pursuant to Section 11.2(ii8.1(b) and (i) an Acquisition Proposal with respect to the Voting Agreement has Company shall have been terminated pursuant publicly announced, disclosed or otherwise communicated to the Company Board prior to any breach by the Company of any representation, warranty, covenant or other agreement giving rise to such termination by Buyer or during the cure period therefor provided in Section 8(b)(i)(z8.1(b) thereof at the time and (ii) within twelve (12) months of such votetermination, the Company shall promptlyhave entered into a definitive agreement with respect to, but in no event later or the Company shall have consummated, an Acquisition Transaction, then the Company shall pay to Buyer an amount equal to the Termination Fee. (e) Any payment of the Termination Fee required to be made pursuant to this Section 8.2 shall be made not more than two days (2) Business Days after being notified of such by Buyer, pay all the date of the reasonable and customary charges and expenses incurred by Buyer in connection with event giving rise to the obligation to make such payment, unless the Termination Fee is payable as a result of the termination of this Agreement and by the Transactions up Company pursuant to a maximum amount of $5,000,000Section 8.1(g), in which case, the Termination Fee shall be payable concurrently with such termination. All payments under this Section 8.2 shall be made by wire transfer of same day fundsimmediately available funds to an account designated by Buyer. The Company's No payment of the Termination Fee under this Section 8.2 shall be the sole and exclusive remedy limit in any respect any rights or remedies available to Buyer relating to any breach or failure of Buyer against the Company and to perform any of its Subsidiaries and their respective directorsrepresentation, officerswarranty, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Agreement resulting, directly or indirectly, in the right to receive the Termination Fee under this Section 8.2. (f) Buyer and the Company acknowledges acknowledge that the agreements contained in this Section 11.5(b) 8.2 are an integral part of the Transactions, transactions contemplated by this Agreement and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly. Accordingly, if the Company fails promptly to promptly pay the any amount due pursuant to this Section 11.5(b), 8.2 and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses amount set forth in this Section 11.5(b)8.2, the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's feesattorneys’ fees and expenses) in connection with such suit, together with interest on the amount so owing of the Termination Fee at the prime lending rate of Citibank, Citibank N.A. in effect on the date such payment was required to be made.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided, however, that (i) except as otherwise provided that herein, no such termination shall relieve any party hereto of (A) any liability or damages resulting from any willful or intentional breach of this Agreement, or any breach of section 6.17, regardless of whether willful or intentional, or (B) the agreements contained obligation to make any payments pursuant to Section 8.5(b) and (ii) the provisions set forth in the last second sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII 9.1 shall survive the termination of this Agreement shall survive terminationAgreement. (b) In the event that that: (i) a bona fide Acquisition Proposal shall have been made to the Company or any of its Subsidiaries or any of its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification at least (A) twenty (20) Business Days prior to, with respect to any termination pursuant to Section 8.2(a), the date of termination, and (B) at least five (5) Business Days prior to, with respect to termination pursuant to Section 8.2(b), the date of the Shareholders Meeting) and thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a) or 8.2(b), (ii) this Agreement is terminated (iA) by Parent pursuant to Section 8.4(a)(i) or (iii), (B) by Parent pursuant to Section 8.4(a)(ii), or (C) by the Company pursuant to Section 11.3(a8.2(b) and, on or prior to the date of the Shareholders Meeting, any event giving rise to Parent’s right to terminate under Section 8.4(a) shall have occurred, or (iiiii) this Agreement is terminated by Buyer the Company pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii8.3(a), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days days after the date of such termination, pay Buyer Parent a termination fee in an amount equal to $3,250,000.00 (the “Termination Amount”) (provided, however, that the Termination Amount to be paid pursuant to clause (iii) shall be paid as set forth in Section 8.3), provided, however, no Termination Amount shall be payable to Parent pursuant to clause (i) or clause (ii)(B) of $22,000,000 this paragraph (b) unless and shall promptly, but in no event later than two days after being notified until within twelve (12) months of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, termination the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and or any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives shall have entered into an Alternate Acquisition Agreement with respect to, or shall have consummated or shall have approved or recommended to the breach Company’s shareholders or otherwise not opposed, an Acquisition Proposal; provided that for purposes of any covenant or agreement set forth in this Agreement, an Acquisition Proposal shall not be deemed to have been “publicly withdrawn” by any Person if, within twelve (12) months of such termination, the Company or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement with respect to, or shall have consummated or shall have approved, adopted or recommended to the Company’s shareholders or otherwise not opposed, an Acquisition Proposal made by or on behalf of such Person or any of its Affiliates. The Company acknowledges that the agreements contained in this Section 11.5(b8.5(b) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer Parent and the Company Merger Sub would not enter into this Agreement; accordingly, if the Company fails to promptly pay the any amount due pursuant to this Section 11.5(b8.5(b), and, in order to obtain such payment, the Buyer Parent or Merger Sub commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth to which reference is made in this Section 11.5(bparagraph (b), the Company shall pay to the Buyer Parent or Merger Sub its reasonable costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing of the fee at the prime lending rate of Citibank, Citibank N.A. in effect on the date such payment was required to be made. Notwithstanding anything to the contrary in this Agreement, the parties hereby acknowledge that in the event that the Termination Fee becomes payable and is paid by the Company and accepted by Parent pursuant to this Section 8.5(b), the Termination Fee shall be Parent’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement.

Effect of Termination and Abandonment. (a) 5.5.1. In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIV, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.56.1) shall become void and of no effect with no liability on the part of any party hereto either Party (or of any of its directors, officers, employees, agents, legal and financial advisors or other representativesRepresentatives); provided provided, however, that the agreements contained in the last sentence no such termination shall relieve either Party of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII any liability for damages resulting from any willful breach of this Agreement shall survive terminationor from any obligation to pay, if applicable, the amounts payable pursuant to Section 5.5.2 or 5.5.3. (b) 5.5.2. In the event that (i) this Agreement is terminated (i) by the Company either BP Amoco or ARCO pursuant to Section 11.3(a5.2(iii) and at the time of the ARCO Stockholders Meeting (or at any adjournment thereof) an ARCO Acquisition Proposal exists or (ii) (A) this Agreement is terminated by Buyer either BP Amoco or ARCO pursuant to Section 11.4(a5.2(iii) and prior to such termination ARCO's board of directors shall have withdrawn its approval or favorable recommendation to its stockholders of this Agreement, (bB) or (iii) this Agreement is terminated by either Party BP Amoco pursuant to Section 11.2(ii5.3(i), in Section 5.3(ii) (solely with respect to the case recommendation by ARCO or the board of this clause directors of ARCO of an ARCO Acquisition Proposal) or Section 5.3(iii) (iiisolely with respect to a willful breach of Section 3.2), if the Voting or (C) this Agreement has not been is terminated pursuant to by ARCO in accordance with Section 8(b)(i)(z) thereof at the time of such vote5.4(ii), then the Company ARCO shall promptly, but in no event later than two Business Days business days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoingor, in the event that this Agreement is terminated by either party case of termination pursuant to Section 11.2(ii) and 5.4(ii), at the Voting Agreement has been terminated time provided therein, pay to BP Amoco as compensation for the Merger not becoming effective a termination payment equal to the ARCO Termination Amount (as defined below), which amount shall be exclusive of any expenses to be paid pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,0003.9, payable by wire transfer of same day funds. The Company's payment term "ARCO Termination Amount" shall be mean, in the sole case of termination by BP Amoco pursuant to clause (ii) of the preceding sentence, $450,000,000 (inclusive of value added tax, if any) or, in the case of termination by BP Amoco or ARCO pursuant to clause (i) of the preceding sentence, "ARCO Termination Amount" shall mean $250,000,000 (inclusive of value added tax, if any), plus, if (x) ARCO executes and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives delivers an agreement with respect to any ARCO Acquisition Proposal (an "ARCO Alternative Agreement") or (y) an ARCO Acquisition Proposal with respect to ARCO is consummated, in any such case, within 12 months from the breach date of any covenant termination, an additional $200,000,000 (inclusive of value added tax, if any) (which additional amount shall be paid promptly by wire transfer in same day funds, and in no event later than two business days after the earliest date on which the event requiring ARCO to pay such additional sum occurs). In the event that the board of directors of ARCO recommends the acceptance by ARCO stockholders of a third-party tender or agreement set forth in exchange offer for the ARCO Common Shares, such recommendation shall be treated for purposes of this AgreementSection as though an ARCO Alternative Agreement had been executed. The Company ARCO acknowledges that the agreements contained in this Section 11.5(b) 5.5.2 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer and the Company BP Amoco would not enter into this Agreement; accordingly, if the Company ARCO fails promptly to promptly pay the any amount due pursuant to this Section 11.5(b)5.5.2, and, in order to obtain such payment, the Buyer BP Amoco commences a suit which results in a judgment against the Company ARCO for the fee, charges or expenses payment set forth in this Section 11.5(b)5.5.2, the Company ARCO shall pay to the Buyer BP Amoco its reasonable costs and expenses (including reasonable attorney's attorneys' fees) in connection with such suit, together with interest on the amount so owing ARCO Termination Amount from each date for payment until the date of such payment at the prime lending rate of Citibank, Citibank N.A. in effect on the date such payment was required to be mademade plus 2 percent.

Effect of Termination and Abandonment. Except as provided in paragraphs (a) In and (b) below, in the event of termination of this Agreement and the abandonment of the Transactions pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall will become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directorsfuture, officers, employees, agents, legal and financial advisors current or other representativesformer Affiliates or Representatives); provided provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination will relieve any party hereto of its obligation to pay the agreements contained Termination Fee, the Reverse Termination Fee or the expense obligations pursuant to Section 8.5(b) or any damages to any other party hereto resulting from any Willful Breach of this Agreement and (ii) the provisions set forth in this Section 8.5, the last sentence of Section 8.2(a6.14 and the second sentence of Section 9.1 will survive the termination of this Agreement. (a) If this Agreement is terminated: (i) pursuant to Section 8.3(a); (ii) pursuant to Section 8.4(a) or Section 8.4(b); or (iii) pursuant to Section 8.2 or Section 8.4(c), and in Sections 11.5 and 11.6 and in Article XII (A) after the date of this Agreement and prior to the date of the termination of this Agreement, any Person will have made or publicly disclosed or announced a bona fide Acquisition Proposal and such Acquisition Proposal has not been publicly and unconditionally withdrawn prior to such termination, and (B) within 12 months after termination of this Agreement, the Seller Board shall survive have approved or recommended any Acquisition Proposal, and Seller will have entered into a definitive agreement with respect to an Acquisition Proposal (provided that, solely for purposes of this clause and (B), the references to “20%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%”), then Seller will pay Buyer, by wire transfer of immediately available funds, an amount equal to the Applicable Amount (the “Termination Fee”), (x) in the case of clause (a)(i) above, simultaneous with such termination, (y) in the case of clause (a)(ii) above, within two Business Day of such termination, and (z) in the case of clause (a)(iii) above, within two Business Days of the date the definitive agreement with respect to the Acquisition Proposal; provided, that in no event shall Seller be required to pay the Termination Fee on more than one occasion. (b) In the event that If this Agreement is terminated (i) by the Company pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii8.3(c), then Buyer shall pay to Seller, by wire transfer of immediately available funds, the amount of $3,000,000 less any Bridge Loans (which shall be deemed to have been repaid in full by Seller), if applicable, (the “Reverse Termination Fee”) in the case of this clause (iii), if the Voting Agreement has not been terminated termination pursuant to Section 8(b)(i)(z) thereof at the time of 8.3(c), within two Business Days following such votetermination; provided, then the Company shall promptly, but that in no event later shall Buyer be required to pay the Reverse Termination Fee on more than two Business Days after one occasion. (c) Without limiting any rights of Seller under Section 9.5(c) prior to the date termination of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up pursuant to a maximum amount of $4,000,000Article VIII, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that if this Agreement is terminated by either party under circumstances in which Buyer is obligated to pay the Reverse Termination Fee pursuant to Section 11.2(ii) and 8.5(b), upon payment of the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such voteReverse Termination Fee, the Company shall promptly, but in no event later than two days after being notified of such by neither Buyer, pay all nor any of its Affiliates shall have any further liability to Seller, its Subsidiaries, holders of Shares and any of their Affiliates with respect to this Agreement or the Transactions, and payment of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment Reverse Termination Fee shall be the sole and exclusive remedy for any claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, suffered or incurred by Seller, its Subsidiaries, or any other Person in connection with this Agreement, the Transactions (and the termination thereof) or any matter forming the basis for such termination, and Seller shall not have, and expressly waives and relinquishes, any other right, remedy or recourse (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity); provided that, regardless of whether Buyer against pays or is obligated to pay the Company and any Reverse Termination Fee as a result of its Subsidiaries and their respective directorsa termination of this Agreement pursuant to Section 8.4(d), officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth nothing in this Agreement. Section 8.5(c) will release Buyer from liability for a termination of this Agreement pursuant to Section 8.4(d) that was the result of a Willful Breach of this Agreement by Buyer. (d) The Company acknowledges Parties each acknowledge that the agreements contained in this Section 11.5(b) 8.5 are an integral part of the Transactions, and that, without these agreements, Buyer and the Company Parties would not enter have entered into this Agreement; accordingly, if and that any amounts payable pursuant to Section 8.5(a) or Section 8.5(b) do not constitute a penalty but constitute payment of liquidated damages and that each of the Company respective liquidated damages amounts is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof of loss of damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated thereunder. If either party fails to promptly pay the when due any amount due payable pursuant to this Section 11.5(b8.5(a) or Section 8.5(b), andthen (i) such party will reimburse the other party for all fees, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's legal fees) incurred in connection with any action taken to collect payment and in connection with the enforcement by the other party of its rights under Section 8.5(a) or Section 8.5(b), as applicable, and (ii) such suit, together with party will pay to the other party interest on the overdue amount so owing (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to such other party in full) at a rate per annum equal to the “prime lending rate of Citibank, N.A. rate” (as published in The Wall Street Journal) in effect on the date such payment overdue amount was originally required to be madepaid.

Effect of Termination and Abandonment. Except as provided in paragraphs (a) In and (b) below, in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall will become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Affiliates or other representativesRepresentatives); provided provided, however, and notwithstanding anything herein to the contrary, that (i) no such termination will relieve any party hereto of its obligation to pay the agreements contained Termination Fee or Reverse Termination Fee (as applicable), the expense obligations pursuant to this Section 8.5(c) or any damages to any other party hereto resulting from any deliberate and material breach of this Agreement and (ii) the provisions set forth in this Section 8.5 and the last second sentence of Section 8.2(a9.1 will survive the termination of this Agreement. (a) If this Agreement is terminated: (i) pursuant to Section 8.3(a); (ii) pursuant to Section 8.4(a) or Section 8.4(b); or (iii) pursuant to Section 8.2(b) or Section 8.4(c), and in Sections 11.5 and 11.6 and in Article XII (A) after the date of this Agreement shall survive and prior to the date of the termination of this Agreement, any Person will have made or publicly disclosed or announced an Acquisition Proposal and (B) within 12 months after termination of this Agreement, the Company will have entered into a definitive agreement with respect to an Acquisition Proposal or consummated a transaction contemplated by an Acquisition Proposal (provided that, solely for purposes of this clause (B), the references to “15%” in the definition of “Acquisition Proposal” will be deemed to be references to “50.1%”), then the Company will pay Parent, by wire transfer of immediately available funds, an amount equal to the Termination Fee, (x) in the case of clause (a)(i) above, prior to or on the day of such termination, (y) in the case of clause (a)(ii) above, within two Business Days of such termination and (z) in the case of clause (iii) above, on the earlier of the day the Company enters into a definitive agreement with respect to an Acquisition Proposal or consummates a transaction contemplated by an Acquisition Proposal. (b) In the event that If this Agreement is terminated by either Parent or the Company (i) by the Company pursuant to Section 11.3(a) 8.2(c), but only if the applicable Order relates to the HSR Act or any other competition, merger control, antitrust or similar Law or regulation, or (ii) by Buyer pursuant to Section 11.4(a8.2(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii)and, in the case of this clause (iiiii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such votetermination, then all of the Company shall promptlyconditions set forth in Section 7.1 and Section 7.2 have been satisfied (other than (x) Section 7.1(b) or Section 7.1(c) (but, in the case Section 7.1(c), only if the applicable Order relates to the HSR Act or any other competition, merger control, antitrust or similar Law or regulation) and (y) conditions that by their nature are to be satisfied at the Closing, but in no event later than two Business Days after that are capable of being satisfied if the Closing were to occur on the date of such termination), then Parent shall pay Buyer a termination fee of $22,000,000 and shall promptlyto the Company, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding in immediately available funds to an account specified by the foregoingCompany, an amount equal to the Reverse Termination Fee; provided, however, that no Reverse Termination Fee shall be payable pursuant to this Section 8.5(b) in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all failure of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement condition set forth in Section 7.1(b) or Section 7.1(c) (but, in the case Section 7.1(c), only if the applicable Order relates to the HSR Act or any other competition, merger control, antitrust or similar Law or regulation) to be satisfied is a result of the Company’s breach of Section 6.5 (other than any immaterial breach). The Reverse Termination Fee due under this Section 8.5(b) shall be paid on the second Business Day immediately following the date of termination of this Agreement. . (c) The Company acknowledges parties each acknowledge that the agreements contained in this Section 11.5(b) 8.5 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer and the Company parties would not enter have entered into this Agreement; accordingly, if and that any amounts payable pursuant to Section 8.5(a) do not constitute a penalty but constitute payment of liquidated damages and that each of the Company respective liquidated damages amounts is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof of loss of damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated thereunder. If either party fails to promptly pay the when due any amount due payable pursuant to this Section 11.5(b8.5(a) or Section 8.5(b), and, in order to obtain such payment, the Buyer Company, Parent or Merger Sub commences a suit which that results in a judgment against the Company or Parent (as applicable) for the fee, charges or expenses fee set forth in this Section 11.5(b)8.5(a) or Section 8.5(b) (as applicable) or any portion of such fee, the Company or Parent shall pay to Parent, Merger Sub or the Buyer Company (as applicable) its reasonable costs and expenses (including reasonable attorney's feesattorneys’ fees and expenses) in connection with such suit, together with interest on the amount so owing of the fee at the prime lending rate of Citibank, N.A. as published in effect The Wall Street Journal on the date such payment was required to be mademade through the date of payment.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIIX, written notice thereof shall be given to the other Party or Parties and Tencent specifying the provision hereof pursuant to which such termination is made, and this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability on the part of any party Party hereto or Tencent (or of any of its directors, officers, employees, agents, legal and financial advisors or other representativestheir respective Representatives); provided provided, however, that (i) this Section 9.5, Section 7.8 and Article X (in each case, subject to the agreements terms thereof) shall remain in full force and effect and survive termination of this Agreement, (ii) nothing herein shall relieve any Party or Tencent of any liability or damages resulting from any willful and material breach of any representations, warranties, covenant or agreement contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII of this Agreement prior to such termination and (iii) nothing herein shall survive terminationrelieve any Party or Tencent from liability for fraud. (b) In the event that (i) this Agreement is terminated (iA) by the Company DouYu, Huya or Tencent pursuant to Section 11.3(a9.2(c) or (iiB) by Buyer pursuant to Section 11.4(a) DouYu, Huya or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), Tencent if the Voting Agreement has Required DouYu Vote is not been terminated pursuant obtained prior to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000Outside Date, in each case payable of (A) and (B) other than as a result of Tencent’s breach of Section 7.17, (ii) the DouYu Board has effected a DouYu Change of Recommendation and (iii) this Agreement is not at such time able to be terminated by wire transfer of Huya or Tencent pursuant to Section 9.3, DouYu shall pay Huya the No Vote Termination Fee in cash in same day funds. Notwithstanding funds (x) in the foregoingevent this Agreement is terminated by Huya or Tencent, as promptly as possible (but in any event within two (2) Business Days) after such termination, (y) in the event this Agreement is terminated by DouYu, prior to such termination. (c) In the event that this Agreement is terminated by either party Huya or Tencent pursuant to Section 11.2(ii9.3, DouYu shall pay Huya in cash in same-day funds as promptly as possible (but in any event within two (2) Business Days) after such termination the Termination Fee. The Parties acknowledge and agree that in no event shall DouYu be required to pay the Voting No Vote Termination Fee or the Termination Fee on more than one occasion, whether or not the No Vote Termination Fee or the Termination Fee may be payable under more than one provision of this Agreement, at the same or at different times or upon the occurrence of different events. (d) In the event that this Agreement has been is terminated by DouYu or Tencent pursuant to Section 8(b)(i)(z9.4, Huya shall pay DouYu in cash in same-day funds as promptly as possible (but in any event within two (2) thereof at Business Days) after such termination the time of such vote, the Company shall promptly, but Termination Fee. The Parties acknowledge and agree that in no event later shall Huya be required to pay the Termination Fee on more than two days after being notified one occasion, whether or not the Termination Fee may be payable under more than one provision of such by Buyerthis Agreement, pay all at the same or at different times or upon the occurrence of different events. (i) Subject to Section 9.5(g) and Section 10.9, Huya’s receipt of the reasonable No Vote Termination Fee or the Termination Fee from DouYu pursuant to Section 9.5(b) and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment Section 9.5(c) shall be the sole and exclusive remedy of Buyer Huya and its Subsidiaries against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or DouYu Related Parties (other representatives with respect than the DouYu Voting Shareholders pursuant to the terms of the DouYu Voting Agreements) for any loss suffered as a result of any breach of any covenant or agreement set forth or the failure of the Merger to be consummated, and upon payment of such amount, none of the DouYu Related Parties (other than the DouYu Voting Shareholders pursuant to the terms of the DouYu Voting Agreements) shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement and, (ii) subject to Section 9.5(g) and Section 10.9, DouYu’s receipt of the Termination Fee from Huya pursuant to Section 9.5(d) shall be the sole and exclusive remedy of DouYu and its Subsidiaries against the Huya Related Parties for any loss suffered as a result of any breach of any covenant or agreement or the failure of the Merger to be consummated, and upon payment of such amount, none of the Huya Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement. For the avoidance of doubt, subject to Section 9.5(g), (A) under no circumstances will Huya be entitled to monetary damages in excess of the amount of the No Vote Termination Fee or the Termination Fee, as applicable, and (B) under no circumstances will DouYu be entitled to monetary damages in excess of the amount of the Termination Fee. (f) The Parties expressly acknowledge and agree that, with respect to any termination of this Agreement under circumstances in which the No Vote Termination Fee or the Termination Fee is payable pursuant to this Section 9.5, payment of the No Vote Termination Fee or the Termination Fee, as required hereunder, shall constitute liquidated damages with respect to any claim for damages or any other claim which DouYu or Huya, as the case may be, would otherwise be entitled to assert against the other party or its assets, employees or equity holders (without limiting any claims otherwise available to Huya against the DouYu Voting Shareholders pursuant to the DouYu Voting Agreements) or any other DouYu Related Party or Huya Related Party, as the case may be, with respect to any such termination of this Agreement. The Company Parties expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any such termination of this Agreement under circumstances in which the No Vote Termination Fee or the Termination Fee is payable pursuant to this Section 9.5, the right to such payment (A) constitutes a reasonable estimate of the damages that will be suffered by reason of any such termination of this Agreement, and (B) shall be in full and complete satisfaction of any and all damages arising as a result of any such termination of this Agreement. (g) Each of the Parties and Tencent acknowledges that the agreements contained in this Section 11.5(b) 9.5 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer and the Company other parties would not enter have entered into this Agreement; accordingly, if DouYu or Huya, as the Company case may be, fails to promptly pay the amount due pursuant to this Section 11.5(b)9.5, and, in order to obtain such payment, Huya or DouYu, as the Buyer case may be, commences a suit which results in a judgment against the Company other party for the fee, charges or expenses amounts set forth in this Section 11.5(b)9.5, the Company such paying party shall pay to the Buyer other party its reasonable and documented costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit. (h) For the avoidance of doubt, together with interest on if this Agreement is terminated pursuant to Section 9.2(b) or Section 9.2(a) due to failure to satisfy the amount so owing at closing condition under Section 8.1(d), neither Huya nor DouYu is under any obligation to pay the prime lending rate Termination Fee. (i) For the avoidance of Citibankdoubt, N.A. in effect on Tencent is not entitled to receive the date such payment was required to be madeNo Vote Termination Fee or the Termination Fee from either Huya or DouYu.

Effect of Termination and Abandonment. (a) In Except as provided in Section 9.5(b), in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIIX, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.59.5 and Sections 6.2(c), 6.2(d) and 7.9 and Article X) shall become void and of no effect with no liability on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements provided, however, except as set forth in Section 9.5(e) below, no such termination shall relieve any Party hereto of any liability or damages resulting from (i) any willful and material breach of any representations or warranties contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII of this Agreement shall survive terminationor (ii) any willful and material breach of any covenant or agreement contained in this Agreement. (b) In the event that that: (i) this Agreement is terminated (i) by the Company pursuant to Section 11.3(a9.3(b) or by Parent pursuant to Section 9.4(b); or (ii) by Buyer at any time on or after the date hereof and prior to the termination of this Agreement pursuant to this Article IX it shall be publicly disclosed that an Acquisition Proposal shall have been made to the Company or any of its subsidiaries or any of its stockholders, or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its subsidiaries, and thereafter this Agreement is terminated pursuant to Section 11.4(a9.3(a)(ii) or Section 9.4(a) (bA) following a failure of the Offer Condition set forth in paragraph 2(d) of Exhibit A to be satisfied or (iiiB) by either Party pursuant as a result of a failure of the Minimum Tender Condition to Section 11.2(ii)be satisfied at any expiration of the Offer when all other Offer Conditions have been satisfied or waived, and, in the case of this either clause (iiiA) or clause (B), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time within 12 months of such votetermination, (x) the Company enters into an agreement with respect to any Acquisition Proposal or (y) any Acquisition Proposal is consummated; then the Company shall promptlypay Parent a termination fee of ten million U.S. dollars (US$10,000,000) in same-day funds. Such payment shall be made (I) concurrently with such termination in the case of a termination by the Company pursuant to Section 9.3(b), but in no event later than two (II) on the first Business Days after Day following the date of such termination, pay Buyer termination in the case of a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party Parent pursuant to Section 11.2(ii9.4(b) and (III) on the Voting Agreement has been terminated first Business Day after the occurrence of any of the events referred to in clauses (x) and (y) of Section 9.5(b)(ii) in the case of a fee payable pursuant to Section 8(b)(i)(z9.5(b)(ii). (c) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b9.5(b) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer and the Company Parent or Purchaser would not enter have entered into this Agreement; accordingly, if the Company fails to promptly pay the any amount due pursuant to this Section 11.5(b9.5(b), as applicable, and, in order to obtain such payment, the Buyer Parent commences a suit which results in a judgment against the Company for the fee, charges or expenses fee set forth in this Section 11.5(b)9.5, the Company shall pay to the Buyer its reasonable any costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest from the date of termination of this Agreement on the amount so owing amounts owed at the prime lending rate of Citibank, Citibank N.A. in effect on from time to time during such period plus two percent. (d) If Parent would be entitled to terminate this Agreement and receive a fee pursuant to Section 9.5(b)(ii)(A), termination of this Agreement and collection of such fee shall be the date such payment was required exclusive remedy of Parent and Purchaser in respect of any breach, failure, untruth or incorrectness referred to be made.in paragraph 2(d) of Exhibit A.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (other than as set forth in Sections 12.1, 12.2 and i) this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors8.02, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a6.06(e) and in Sections 11.5 and 11.6 and in Article XII IX shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary, neither SHBI nor TCFC shall survive terminationbe relieved or released from any liabilities or damages to the other party hereto resulting from any knowing and intentional breach of this Agreement. (b) In the event that (i) an Acquisition Proposal has been made (whether or not conditional) to TCFC or its shareholders or any Person has publicly announced an intention (whether or not conditional) to make an Acquisition Proposal (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification) and thereafter (A) this Agreement is terminated by SHBI pursuant to Section 8.01(b), by SHBI or TCFC pursuant to Section 8.01(c) or by SHBI pursuant to Section 8.01(i) and (B) prior to the date that is 12 months after such termination, (1) TCFC or any of its Subsidiaries enters into a binding and definitive agreement with respect to any Acquisition Proposal (an “Acquisition Agreement”) or (2) any Acquisition Proposal is consummated (solely for purposes of this Section 8.02(b)(B), the term “Acquisition Proposal” shall have the meaning set forth in the definition of Acquisition Proposal contained in Section 6.07(a) except that all references to 25% shall be deemed references to 50%), then TCFC shall pay to SHBI a fee equal to $10.5 million (the “Termination Fee”) by wire transfer of next day funds on the earlier of the date of execution of such Acquisition Agreement and the consummation of such Acquisition Proposal. In the event that (i) this Agreement is terminated by the Company SHBI pursuant to Section 11.3(a8.01(e) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party TCFC pursuant to Section 11.2(ii8.01(g), then, in each such case, TCFC shall pay SHBI the Termination Fee by wire transfer of same-day funds (x) and in the Voting Agreement has been terminated case of a termination by SHBI pursuant to Section 8(b)(i)(z8.01(e), within two Business Days after such termination, and (y) thereof at in the case of a termination by TCFC pursuant to Section 8.01(g), no later than the time of such votetermination. If the Termination Fee becomes payable pursuant to the terms of this Agreement, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all payment of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment Termination Fee shall be the sole and exclusive remedy of Buyer SHBI against the Company TCFC and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives Representatives with respect to the breach of any covenant or agreement set forth in giving rise to such payment. Notwithstanding anything to the contrary herein, the maximum aggregate amount of fees, liabilities or damages payable by TCFC under this AgreementAgreement shall be equal to the Termination Fee and any amounts payable under Section 8.02(d). The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails In no event shall TCFC be obligated to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest Termination Fee on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be mademore than one occasion.

Effect of Termination and Abandonment. (a) In Except as otherwise provided in this Section 8.06, in the event of termination of this Agreement and the abandonment of the Mergers and the other Transactions pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last sentence foregoing to the contrary, that (1) no such termination shall relieve any party hereto of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII any liability or damages to the Other Parties resulting from any actual fraud or Willful Breach of this Agreement (in which case an aggrieved party shall be entitled to all rights and remedies available at law or in equity), (2) no such termination shall relieve any party hereto from its obligation to pay the Termination Fee (including any portion thereof) or Transaction Expenses, as applicable, in each case if, as and when required pursuant to this Section 8.06, and (3) the provisions set forth in Section 4.05, Section 6.08(b), Section 8.05, this Section 8.06 and Article IX and the relevant definitions shall survive terminationthe termination of this Agreement. (b) In the event that this Agreement is validly terminated (i) by the Company Polaris pursuant to Section 11.3(a8.03(e) (Polaris Superior Proposal), Polaris shall pay 50% of the Polaris Termination Fee to Sirius and 50% of the Polaris Termination Fee to Constellation, in each case concurrently with such termination, payable by wire transfer of same-day funds. (c) In the event that this Agreement is validly terminated by Sirius pursuant to Section 8.04(e) (Sirius Superior Proposal), Sirius shall pay 50% of the Sirius Termination Fee to Polaris and 50% of the Sirius Termination Fee to Constellation, in each case concurrently with such termination, payable by wire transfer of same-day funds. (d) In the event that this Agreement is validly terminated by Constellation pursuant to Section 8.05(e) (Constellation Superior Proposal), Constellation shall pay 50% of the Constellation Termination Fee to Polaris and 50% of the Constellation Termination Fee to Sirius, in each case concurrently with such termination, payable by wire transfer of same-day funds. (e) In the event that this Agreement is validly terminated by (1) Sirius pursuant to Section 8.04(c) (Polaris Change of Recommendation) or Section 8.04(f) (Breach of Certain Polaris Covenants) or (ii2) by Buyer Constellation pursuant to Section 11.4(a8.05(c) (Polaris Change of Recommendation) or Section 8.05(f) (b) or (iii) by either Party pursuant to Section 11.2(iiBreach of Certain Polaris Covenants), Polaris shall pay 50% of the Polaris Termination Fee to Sirius and 50% of the Polaris Termination Fee to Constellation, in the each case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days (2) business days after the date of such termination, payable by wire transfer of same-day funds. (f) In the event that this Agreement is validly terminated by (1) Polaris pursuant to Section 8.03(c) (Sirius Change of Recommendation) or Section 8.03(f) (Breach of Certain Sirius Covenants) or (2) Constellation pursuant to Section 8.05(d) (Sirius Change of Recommendation) or Section 8.05(g) (Breach of Certain Sirius Covenants), Sirius shall pay Buyer a termination fee 50% of $22,000,000 the Sirius Termination Fee to Polaris and shall 50% of the Sirius Termination Fee to Constellation, in each case promptly, but in no event later than two (2) business days after being notified the date of such by Buyertermination, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same same-day funds. Notwithstanding the foregoing, in . (g) In the event that this Agreement is validly terminated by either party (1) Polaris pursuant to Section 11.2(ii8.03(d) and the Voting Agreement has been terminated (Constellation Change of Recommendation) or Section 8.03(g) (Breach of Certain Constellation Covenants) or (2) Sirius pursuant to Section 8(b)(i)(z8.04(d) thereof at (Constellation Change of Recommendation) or Section 8.04(g) (Breach of Certain Constellation Covenants), Constellation shall pay 50% of the time Constellation Termination Fee to Polaris and 50% of such votethe Constellation Termination Fee to Sirius, the Company shall in each case promptly, but in no event later than two (2) business days after being notified the date of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000termination, payable by wire transfer of same same-day funds. The Company's payment shall be . (h) If (i) after the sole date of this Agreement, a Polaris Acquisition Proposal is publicly proposed or disclosed, and exclusive remedy is not withdrawn at least five (5) business days prior to the Polaris Stockholders Meeting in the event of Buyer against a termination pursuant to Section 8.02(b) (Failure to Obtain Polaris Requisite Votes), or at least five (5) business days prior to a termination pursuant to Section 8.02(a) (Outside Date), Section 8.04(a) (Polaris Terminable Breach) or Section 8.05(a) (Polaris Terminable Breach), (ii) this Agreement is validly terminated by (A) Polaris, Sirius or Constellation pursuant to Section 8.02(a) (Outside Date) or Section 8.02(b) (Failure to Obtain Polaris Requisite Votes), (B) Sirius pursuant to Section 8.04(a) (Polaris Terminable Breach) or (C) Constellation pursuant to Section 8.05(a) (Polaris Terminable Breach) and (iii) at any time on or prior to the Company and 12-month anniversary of such termination, Polaris or any Polaris Subsidiary has entered into a definitive agreement in respect of any Polaris Acquisition Proposal or consummated any Polaris Acquisition Proposal (in each case, other than a Polaris Acquisition Proposal involving Sirius, Constellation or any of its Subsidiaries and their respective directorsSubsidiaries), officersPolaris shall pay to (x) Sirius, employees50% of the Polaris Termination Fee less any Transaction Expenses previously paid to Sirius pursuant to Section 8.06(n) and (y) Constellation, agents50% of the Polaris Termination Fee less any Transaction Expenses previously paid to Constellation pursuant to Section 8.06(n), advisors or other representatives in each case concurrently with respect the earlier of entering into such definitive agreement and consummating such Polaris Acquisition Proposal. For purposes of this Section 8.06(h), the term “Polaris Acquisition Proposal” has the meaning assigned to the breach of any covenant or agreement set forth such term in this Agreement. The Company acknowledges , except that the agreements contained in this Section 11.5(breferences to “twenty percent (20%) or more” are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required deemed to be madereferences to “fifty percent (50%) or more”.

Effect of Termination and Abandonment. (a) In Except as otherwise provided in this Section 8.06, in the event of termination of this Agreement and the abandonment of the Constellation OP Contribution, the RED REIT Contribution, the Mergers and the other Transactions pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provided, however, that, and notwithstanding anything in the last sentence foregoing to the contrary, (1) no such termination shall relieve any party hereto of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII any liability or damages to the Other Parties resulting from any actual fraud or Willful Breach of this Agreement (in which case an aggrieved party shall be entitled to all rights and remedies available at law or in equity), (2) no such termination shall relieve any party hereto from its obligation to pay the Termination Fee (including any portion thereof) or Transaction Expenses, as applicable, in each case if, as and when required pursuant to this Section 8.06, and (3) the Confidentiality Agreement, the provisions set forth in Section 4.06, Section 6.08(b), this Section 8.06 and Article IX and the relevant definitions shall survive terminationthe termination of this Agreement. (b) In the event that this Agreement is validly terminated (i) by the Company Nova I pursuant to Section 11.3(a8.03(d) (Nova I Superior Proposal), Nova I shall pay 45.95% of the Nova I Termination Fee to Nova II and 54.05% of the Nova I Termination Fee to Constellation OP, in each case concurrently with such termination, payable by wire transfer of same-day funds. (c) In the event that this Agreement is validly terminated by Nova II pursuant to Section 8.04(d) (Nova II Superior Proposal), Nova II shall pay 47.03% of the Nova II Termination Fee to Nova I and 52.97% of the Nova II Termination Fee to Constellation OP, in each case concurrently with such termination, payable by wire transfer of same-day funds. (d) In the event that this Agreement is validly terminated by (1) Nova II pursuant to Section 8.04(c) (Nova I Change of Recommendation) or (ii2) by Buyer Constellation OP pursuant to Section 11.4(a8.05(c) or (b) or (iii) by either Party pursuant to Section 11.2(iiNova I Change of Recommendation), Nova I shall pay 45.95% of the Nova I Termination Fee to Nova II and 54.05% of the Nova I Termination Fee to Constellation OP, in the each case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days (2) business days after the date of such termination, payable by wire transfer of same-day funds. (e) In the event that this Agreement is validly terminated by (1) Nova I pursuant to Section 8.03(c) (Nova II Change of Recommendation) or (2) Constellation OP pursuant to Section 8.05(d) (Nova II Change of Recommendation), Nova II shall pay Buyer a termination fee 47.03% of $22,000,000 the Nova II Termination Fee to Nova I and shall 52.97% of the Nova II Termination Fee to Constellation OP, in each case promptly, but in no event later than two (2) business days after being notified the date of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000termination, payable by wire transfer of same same-day funds. The Company's payment shall be . (f) If (1) after the sole date of this Agreement, (A) a Nova I Acquisition Proposal is publicly proposed or disclosed and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect is not withdrawn at least five (5) business days prior to the breach of any covenant Nova I Stockholders Meeting and there is a valid termination by Nova I, Nova II or agreement set forth in this Agreement. The Company acknowledges that Constellation OP pursuant to Section 8.02(b)(1) (Failure to Obtain Nova I Requisite Vote), or (B) a Nova I Acquisition Proposal is publicly proposed or disclosed or otherwise communicated to the agreements contained in this Section 11.5(b) are an integral part of the TransactionsNova I Board, and that, without these agreements, Buyer and the Company would is not enter into this Agreement; accordingly, if the Company fails withdrawn at least five (5) business days prior to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses valid termination (including reasonable attorney's feesi) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.by

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIARTICLE VIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provisions set forth in this Section 8.5, Section 6.9 (Public Announcements), Section 6.17 (Expenses), Section 9.1 (Non-Survival of Representations, Warranties, Covenants and Agreements), Section 9.4 (Notices), Section 9.6 (Entire Agreement; Assignment), Section 9.7 (Parties in Interest), and Section 9.8 (Governing Law and Arbitration), the last sentence of Section 8.2(aConfidentiality Agreement and the Guaranty (to the extent set forth therein) and in Sections 11.5 and 11.6 and in Article XII shall survive the termination of this Agreement shall survive terminationand abandonment of the Merger pursuant to this ARTICLE VIII. (b) In the event that that: (i) (A) this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a) or Section 8.2(b), (iB) an Acquisition Proposal, whether or not conditional, shall have been made public and not withdrawn prior to the termination of this Agreement pursuant to Section 8.2(a) or, with respect to termination pursuant to Section 8.2(b), prior to the Shareholders’ Meeting, and (C) after the date of this Agreement and prior to the date that is twelve months following the termination of this Agreement, the Company enters into, agrees to or consummates an Acquisition Proposal (whether or not such Acquisition Proposal was the same Acquisition Proposal referred to in the preceding clause (A)) (provided that for purposes of this Section 8.5(b)(i), the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 8.4(a) or Section 8.4(b); or (iii) this Agreement is terminated by the Company pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii8.3(a), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.;

Effect of Termination and Abandonment. (a) In Except as provided in paragraph (b) below, in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIIX, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last foregoing to the contrary, that: (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from fraud or any willful material breach of this Agreement; (ii) the provisions set forth in this Section 9.5 and the second sentence of Section 8.2(a10.1 shall survive the termination of this Agreement; and (iii) and in Sections 11.5 and 11.6 and in Article XII no termination of this Agreement shall survive terminationaffect the obligations of the parties contained in the Confidentiality Agreement. (b) In the event that that: (i) this Agreement is terminated by Parent pursuant to Section 9.4(a) (Change of Recommendation) or 9.4(b) (Failure to Reaffirm); (ii) (x) before obtaining the Company Requisite Vote, this Agreement is terminated (iA) by Parent or the Company pursuant to Section 9.2(c) (Failure to Obtain Company Requisite Vote) or (B) by Parent pursuant to Section 9.4(c) (Company Breach), (y) any Person shall have made an Acquisition Proposal after the date of this Agreement but prior to such termination and such Acquisition Proposal shall not have been publicly withdrawn prior to such termination and (z) within 12 months of such termination, the Company shall have consummated a transaction contemplated by any Acquisition Proposal (substituting in both instances “50%” for “15%” in the definition of “Acquisition Proposal”); or (iii) this Agreement is terminated by the Company pursuant to Section 11.3(a9.3(b) or (iiSuperior Proposal); then the Company shall (A) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iiii) of this Section 9.5(b), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two five Business Days after the date of such termination, (B) in the case of clause (ii) of this Section 9.5(b), on or prior to the date on which the Company consummates the Acquisition Proposal referred to in subclause (ii)(z) of this Section 9.5(b), and (C) in the case of clause (iii) of this Section 9.5(b), prior to or concurrently with, and as a condition to, such termination, pay Buyer Parent a termination fee of $22,000,000 18,000,000 (the “Termination Fee”). (c) If Parent receives and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of accepts the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party Termination Fee pursuant to Section 11.2(ii9.5(b) (and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptlyoffer the Parent an opportunity to decline to accept the Termination Fee), but in no event later than two days after being notified of such by Buyer, pay all Parent’s receipt of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment Termination Fee shall be the sole and exclusive remedy of Buyer Parent and Merger Sub against the Company and its Representatives for any and all losses and damages suffered in connection with this Agreement or the Transactions or as a result of its Subsidiaries the failure of the Transactions to be consummated, provided that in the event Parent and their respective directors, officers, employees, agents, advisors or other representatives with respect Merger Sub fails to deliver written notice to the Company accepting the Termination Fee within five Business Days of the date that the Company delivers written notice to Parent and Merger Sub of their opportunity to accept the Termination Fee, Parent and Merger Sub shall not be entitled to receive the Termination Fee, and in such case, Parent’s and Merger Sub’s sole remedy against the Company and its Representatives shall be damages from the Company for any loss suffered as a direct result of any breach of any covenant or agreement set forth in this AgreementAgreement by the Company. The Company acknowledges that the agreements contained in this Section 11.5(b9.5(b) are an integral part of the Transactions, and that, that without these agreements, Buyer Parent and the Company Merger Sub would not enter into this Agreement; accordingly. Payment of the Termination Fee, as the case may be, shall be made by wire transfer of immediately available funds if Parent shall have furnished to the Company appropriate wire payment instructions prior to the date of payment or, otherwise, by certified or official bank check. In no event shall the Company be required to pay the Termination Fee more than once. If the Company fails to promptly pay the amount due pursuant to make any payment required under this Section 11.5(b)Section, and, in order to obtain such payment, the Buyer and Parent commences a suit which to collect such payment that results in a judgment against the Company for the fee, charges or expenses fee set forth in this Section 11.5(b9.5(b), the Company shall pay to the Buyer indemnify Parent for its reasonable costs fees and expenses (including reasonable attorney's feesattorneys’ fees and expenses) incurred in connection with such suit, together with suit and shall pay interest on the amount so owing of the payment at the prime lending rate of Citibank, N.A. Bank of America (or its successors or assigns) in effect on the date such the payment was required payable pursuant to be madethis Section 9.5(b).

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, written notice thereof shall be given to the other Party or Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability on the part of any party Party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representativesRepresentatives); provided provided, however, that (i) this Section 8.5, Section 6.9 and Article IX (in each case, subject to the agreements contained terms thereof) shall remain in the last sentence of Section 8.2(a) full force and in Sections 11.5 effect and 11.6 and in Article XII survive termination of this Agreement Agreement, and (ii) nothing herein shall survive terminationrelieve any Party from liability for fraud. (b) In the event that this Agreement is terminated (i) by the Company Y pursuant to Section 11.3(a8.3, Company T shall pay Company Y in cash in same-day funds as promptly as possible (but in any event within two business days) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in after such termination the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but Termination Fee. The Parties acknowledge and agree that in no event later shall Company T be required to pay the Termination Fee on more than two Business Days after one occasion, whether or not the date Termination Fee may be payable under more than one provision of such terminationthis Agreement, pay Buyer a termination fee at the same or at different times or upon the occurrence of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in different events. (c) In the event that this Agreement is terminated (i) by either party Company Y or Company T pursuant to Section 11.2(ii8.2(d), Company Y shall pay Company T the No Vote Termination Fee in cash in same day funds (x) and in the Voting event this Agreement has been is terminated by Company T, as promptly as possible (but in any event within two business days) after such termination or (y) in the event this Agreement is terminated by Company Y, prior to such termination or (ii) by Company T pursuant to Section 8(b)(i)(z8.4, Company Y shall pay Company T in cash in same-day funds as promptly as possible (but in any event within two business days) thereof at after such termination the time of such vote, the Company shall promptly, but Termination Fee. The Parties acknowledge and agree that in no event later shall Company Y be required to pay the No Vote Termination Fee or the Termination Fee on more than two days after being notified one occasion, whether or not the No Vote Termination Fee or the Termination Fee may be payable under more than one provision of such by Buyerthis Agreement, pay all at the same or at different times or upon the occurrence of different events. (d) (i) Subject to Section 8.5(f) and Section 9.8, Company Y's receipt of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up Termination Fee from Company T pursuant to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment Section 8.5(b) shall be the sole and exclusive remedy of Buyer Company Y and its Subsidiaries against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or T Related Parties (other representatives with respect than the Company T Voting Shareholders pursuant to the terms of the Company T Voting Agreements) for any loss suffered as a result of any breach of any covenant or agreement set forth in or the failure of the Merger to be consummated, and upon payment of such amount, none of the Company T Related Parties (other than the Company T Voting Shareholders pursuant to the terms of the Company T Voting Agreements) shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement and, (ii) subject to Section 8.5(f), Company T's receipt of the No Vote Termination Fee or the Termination Fee from Company Y pursuant to Section 8.5(c) shall be the sole and exclusive remedy of Company T against the Company Y Related Parties (other than the Company Y Voting Shareholders pursuant to the terms of the Company Y Voting Agreements) for any loss suffered as a result of any breach of any covenant or agreement or the failure of the Merger to be consummated, and upon payment of such amount, none of the Company Y Related Parties (other than the Company Y Voting Shareholders pursuant to the terms of the Company Y Voting Agreements) shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement. The For the avoidance of doubt, subject to Section 8.5(f), (A) under no circumstances will Company acknowledges that the agreements contained Y be entitled to monetary damages in this Section 11.5(b) are an integral part excess of the Transactions, amount of the Termination Fee and that, without these agreements, Buyer and the (B) under no circumstances will Company would not enter into this Agreement; accordingly, if the Company fails T be entitled to promptly pay monetary damages in excess of the amount due pursuant to this Section 11.5(b)of the No Vote Termination Fee or the Termination Fee, and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be madeas applicable.

Effect of Termination and Abandonment. (a) In Any proper termination of this Agreement pursuant to this Article IX shall be effective immediately upon the delivery of written notice of such termination by the terminating Party to the other Party. Except to the extent provided in Section 9.5(b) and Section 9.5(c) below, in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIIX, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its directorsRepresentatives or Affiliates) and all rights and obligations of any Party shall cease; provided, officershowever, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained notwithstanding anything in the last foregoing to the contrary, (i) no such termination shall relieve any Party of any liability or damages to any other Party resulting from any Willful Breach of this Agreement prior to its termination and (ii) the provisions set forth in Section 7.9, in Section 7.11, in this Section 9.5 and the provisions set forth, or referred to, in the second sentence of Section 8.2(a10.1 and Section 10.2(a) and in Sections 11.5 and 11.6 and in Article XII (as applicable to such provisions that survive termination as set forth herein) shall survive the termination of this Agreement shall survive terminationAgreement. (b) In the event that this Agreement is validly terminated (i) (A) by either (1) the Company or Parent pursuant to Section 9.2(a) [Outside Date], if at the time of such termination Parent would have been entitled to terminate this Agreement pursuant to Section 9.3(b) and the Parent Termination Fee is not payable pursuant to Section 9.5(c)(ii) or (2) by Parent pursuant to Section 9.3(b) [Company Breach], or Section 9.3(d) [Principal Stockholder Failure to Hold Principal Stockholder Postal Ballot], (B) following the execution and delivery of this Agreement and prior to the termination of this agreement pursuant to Section 9.2(a), Section 9.3(b) or Section 9.3(d), a bona fide Acquisition Proposal has been made to the Principal Stockholder, the Company or any of its Subsidiaries, and (C) within twelve (12) months after such termination, the Company or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement with respect to such Acquisition Proposal (with “50%” being substituted in lieu of “20%” in each instance thereof in the definition of “Acquisition Proposal” for purposes of this Section 9.5(b)(i)), then within one (1) Business Day of entering into or consummation of such Alternative Acquisition Agreement, the Company shall pay the Company Termination Fee to Parent or its designee, in each case by wire transfer of immediately available funds; (ii) by Parent pursuant to Section 9.3(a) [Company Change of Recommendation] or Section 9.3(c) [Failure to Deliver Written Consent], then within one (1) Business Day of such termination the Company shall pay the Company Termination Fee to Parent or its designee, in each case by wire transfer of immediately available cash funds; (iii) by the Company pursuant to Section 9.4(a) [Company Fiduciary Out for Superior Proposal], then concurrently with such termination, the Company shall pay the Company Termination Fee to Parent or its designee, in each case by wire transfer of immediately available cash funds; or (iv) (A) by Parent pursuant to Section 9.3(d) [Principal Stockholder Failure to Hold Principal Stockholder Postal Ballot] and (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 9.3(d), a bona fide Principal Stockholder Acquisition Proposal has been made to the Principal Stockholder or any of its respective Subsidiaries (including the Company) and (C) within twelve (12) months after such termination, the Principal Stockholder shall have entered into a definitive transaction agreement with respect to such Principal Stockholder Acquisition Proposal (with “50%” being substituted in lieu of “20%” in each instance thereof for purposes of this Section 9.5(b)(iv)), then within one (1) Business Day entering into or consummation of such definitive transaction agreement in connection with such Principal Stockholder Acquisition Proposal, the Company shall pay the Company Termination Fee to Parent or its designee, in each case by wire transfer of immediately available funds. In no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (c) In the event that this Agreement is validly terminated (i) by the Company pursuant to Section 11.3(a9.4(b) [Parent or Merger Sub Breach] or Section 9.4(c) [Parent or Merger Sub Failure to Close], or (ii) by Buyer the Company or Parent pursuant to Section 11.4(a9.2(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii)[Outside Date], if, in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(zii) thereof at the time of such votetermination the Company would have been entitled to terminate this Agreement pursuant to Section 9.4(b) or Section 9.4(c), then the Company shall promptly, but in no event later than two (2) Business Days after the date of such termination, Parent shall pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and Parent Termination Fee to the Transactions up to a maximum amount of $4,000,000, in each case payable Company by wire transfer of same day immediately available cash funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in In no event later shall Parent be required to pay the Parent Termination Fee on more than two days after being notified of such by Buyer, pay all of the reasonable one occasion. (i) The Parties hereby acknowledge and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges agree that the agreements contained in this Section 11.5(b) 9.5 are an integral part of the Transactions, and that, without these agreements, Buyer and the Company Parties would not enter into this Agreement; accordingly. Notwithstanding anything in this Agreement to the contrary, if the Parties hereby acknowledge and agree that (A) in the event that the Company Termination Fee or the Parent Expenses becomes payable by, and is paid by, the Company pursuant to Section 9.5(b) or Section 9.6, as applicable, the Company Termination Fee or the Parent Expenses (in the event that the Company Termination Fee does not become payable pursuant to Section 9.5(b)(i) or Section 9.5(b)(iv)), as applicable, shall be Parent’s and Merger Sub’s sole and exclusive remedy for monetary damages of any kind, including consequential, special, indirect or punitive damages, in any case pursuant to this Agreement, any agreement executed in connection herewith and the transaction contemplated herby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any breach, termination or failure and (B) in the event that the Parent Termination Fee becomes payable by, and is paid by, Parent and accepted by the Company pursuant to Section 9.5(c), such fee shall be the Company’s sole and exclusive remedy for monetary damages of any kind, including consequential, special, indirect or punitive damages pursuant to this Agreement, any agreement executed in connection herewith and the transaction contemplated herby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any breach, termination or failure. (ii) If the Company fails to promptly pay the amounts due pursuant to Section 9.5(b) or Section 9.6, or Parent fails to promptly pay the amount due pursuant to this Section 11.5(b9.5(c), and, in order to obtain such payment, the Buyer other party commences a suit which against the Party obligated to make such payment (the “Payor”) that results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b)Payor, the Company Payor shall pay to the Buyer other party its reasonable and documented out of pocket costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing of such amount or portion thereof at the U.S. prime lending rate as shown at the end of Citibankthe trading day on Bloomberg screen BTMM or PRIME INDEX HP, N.A. in effect whichever is higher, on the date such payment was required to be mademade through the date of payment; provided, that such amounts shall not exceed collectively $1,000,000. (iii) Notwithstanding anything herein to the contrary, the Company expressly acknowledges and agrees that: (i) in light of the difficulty of accurately determining actual damages with respect to the foregoing, upon any such termination of this Agreement, the payment of the Parent Termination Fee pursuant to Section 9.5(c), which constitutes a reasonable estimate of the monetary damages that will be suffered by the Company by reason of breach or termination of this Agreement, shall be in full and complete satisfaction of any and all monetary damages of the Company arising out of or related to this Agreement, the Merger or the other Transactions (including any breach of this Agreement), the termination of this Agreement, the failure to consummate the Merger or the other Transactions, and any claims or actions under applicable Law arising out of any such breach, termination or failure; and (ii) in no event shall the Company be entitled to seek or obtain any recovery or judgment (including any consequential, special, indirect or punitive damages) in excess of an amount equal to the Parent Termination Fee (plus, in the case the Parent Termination Fee is not timely paid, the amounts described in Section 9.5(d)(ii)) against Parent, Merger Sub, its Subsidiaries, the Guarantors or any of their respective former, current or future stockholders, directors, officers, employees, Affiliates, agents, other Representatives or the Debt Financing Sources or any of their respective assets; provided, however, that this Section 9.5(d)(iii) shall not limit the right of the Company to specific performance of this Agreement pursuant to Section 10.6 prior to the termination of this Agreement in accordance with its terms. (iv) Nothing in this Section 9.5 shall limit or otherwise restrict the rights and remedies of the Company under Section 10.6.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XI7, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.57.5 and Section 8.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and or financial advisors or other representatives); provided that provided, however, no such termination shall relieve any party hereto from any obligation to pay, if applicable, the agreements contained in the last sentence of termination fee pursuant to Section 8.2(a7.5(b) and in Sections 11.5 and 11.6 and in Article XII of this Agreement shall survive terminationor 7.5(c). (b) In If the event Merger is not consummated and (i) at a meeting of the shareholders of Percon duly convened therefor and at any adjournment or postponement thereof, this Agreement shall have failed to receive the Percon Requisite Shareholder Vote and within twelve (12) months after the date hereof Percon shall have entered into an agreement to consummate or has consummated a transaction that would constitute a Percon Acquisition Proposal if it were the subject of a proposal (other than an Excluded Percon Acquisition Proposal), or (ii) this Agreement is terminated (i) by the Company Percon pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or 7.3(a), or (iii) prior to the termination of this Agreement, (A) the Board of Directors of Percon shall have withdrawn or adversely modified its approval or recommendation to Percon's shareholders of this Agreement, failed to include such recommendation in the Proxy Statement or failed to reconfirm such recommendation within five (5) business days after a written request by either Party pursuant PSC to do so, (B) Percon's board of directors shall have approved or publicly recommended any Percon Acquisition Proposal, (C) Percon shall have entered into any letter of intent or any Contract accepting a Percon Acquisition Proposal, (D) if Percon or any Percon Representative shall violate Section 11.2(ii5.8(b) or shall take any of the actions that would be proscribed by Section 5.8(a), in or (E) a tender offer or exchange offer for outstanding shares of capital stock of Percon is commenced prior to the case Effective Time and the Board of Directors of Percon fails to recommend against acceptance of such tender offer or exchange offer by Percon's shareholders, or (iv) there has been a willful and intentional breach of this clause (iii), if Agreement on the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time part of such votePercon, then the Company Percon shall promptly, but in no event later than (I) if the fee is payable other than pursuant to clause (i) to this Section 7.5(b), two Business Days (2) days after the date of such terminationtermination of this Agreement or (II) if the fee is payable pursuant to clause (i) to this Section 7.5(b), the earlier of the date Percon enters into an agreement to consummate or the date Percon consummates a transaction that would constitute a Percon Acquisition Proposal, pay Buyer a termination fee of PSC Two Million Dollars ($22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of 2,000,000) plus the charges and out-of-pocket expenses PSC has incurred by Buyer in connection with this Agreement and the Transactions up transactions contemplated hereby (not to a maximum amount of exceed Four Hundred Thousand Dollars ($4,000,000400,000)), in each case payable by wire transfer of same day immediately available funds. Notwithstanding the foregoing, in the event that no such fee shall be payable if PSC has breached this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day fundsany material respect. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company Percon acknowledges that the agreements contained in this Section 11.5(b7.5(b) are an integral part of the Transactions, transactions contemplated by this Agreement and that, without these agreements, Buyer PSC and the Company Newco would not enter into this Agreement; accordingly, if the Company Percon fails to pay promptly pay the amount due pursuant to this Section 11.5(b), 7.5(b) and, in order to obtain such payment, the Buyer PSC or Newco commences a suit which that results in a judgment against the Company Percon for the fee, charges or expenses fee set forth in this Section 11.5(bsubsection (b), the Company then Percon shall pay to the Buyer its reasonable PSC and Newco their costs and expenses (including reasonable attorney's attorneys' fees) in connection with such suit, together with interest on the amount so owing of the fee at the prime lending rate of Citibank, N.A. Chase in effect on the date such payment was required to be made. (c) If the Merger is not consummated and there has been a willful and intentional breach of this Agreement on the part of PSC, then PSC shall promptly, but in no event later than two (2) days after the date of termination of this Agreement, pay Percon One Million Dollars ($1,000,000) plus the out-of-pocket expenses Percon has incurred in connection with the transactions contemplated hereby (not to exceed Four Hundred Thousand Dollars ($400,000)), payable by wire transfer of immediately available funds. Notwithstanding the foregoing, no such fee shall be payable if Percon has breached this Agreement in any material respect or if any other condition to the obligations of PSC and Newco set forth in Section 6.1 has not been satisfied. PSC acknowledges that the agreements contained in this Section 7.5(c) are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Percon would not enter into this Agreement; accordingly, if PSC fails to pay promptly the amount due pursuant to this Section 7.5(c) and, in order to obtain such payment, Percon commences a suit that results in a judgment against PSC for the fee set forth in this subsection (c), then PSC shall pay to Percon its costs and expenses (including attorneys' fees) in connection with such suit, together with interest on the amount of the fee at the prime rate of Chase in effect on the date such payment was required to be made.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesaffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last sentence foregoing to the contrary, that (i) except as otherwise provided herein and subject to Section 8.5(c), no such termination shall relieve any party hereto of Section 8.2(a) any liability for damages to the other party hereto resulting from knowing and in Sections 11.5 and 11.6 and in Article XII intentional material breach of this Agreement and (ii) the provisions set forth in this Section 8.5 Section 8.6 and Article IX and the Confidentiality Agreement shall survive terminationthe termination of this Agreement. (b) In the event that that: (i) (x) before obtaining the Company Requisite Vote, this Agreement is terminated pursuant to Section 8.2(a) or Section 8.2(b), (iy) any person shall have made and publicly disclosed a bona fide Acquisition Proposal after the date hereof but prior to such termination, and such Acquisition Proposal shall not have been publicly withdrawn prior to such termination or, with respect to a termination pursuant to Section 8.2(b), prior to the Shareholders Meeting and (z) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to such Acquisition Proposal and such Acquisition Proposal is consummated (provided that for purposes of this clause (z) the references to “15%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 8.4(a); or (iii) this Agreement is terminated by the Company pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii8.3(a), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly(A) in the case of clause (i) above, but within four Business Days after the date on which the Company consummates the Acquisition Proposal referred to in subclause (i)(z) above, (B) in the case of clause (ii) above, no event later than two four Business Days after the date of such termination, pay Buyer a termination fee and (C) in the case of $22,000,000 and shall promptlyclause (iii) above, but in no event later than two days after being notified of immediately prior or substantially concurrently with such by Buyertermination, pay all of Parent an amount equal to Twenty-Six Million Dollars ($26,000,000) (the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable “Termination Fee” by wire transfer of same day funds. Notwithstanding the foregoing, in the event immediately available funds (it being understood that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect be required to pay the breach of any covenant or agreement set forth in this Agreement. Termination Fee on more than one occasion). (c) The Company acknowledges parties acknowledge that the agreements contained in this Section 11.5(b) 8.5 are an integral part of the Transactionstransactions contemplated hereby, and that, without these agreements, Buyer and the Company parties would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), 8.5(b) and, in order to obtain such payment, the Buyer Parent or Merger Sub commences a suit which that results in a judgment against the Company for the fee, charges or expenses amount set forth in this Section 11.5(b)8.5(b) or any portion thereof, the Company shall pay to the Buyer Parent or Merger Sub its reasonable costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the such amount so owing or portion thereof at the prime lending rate of Citibank, Citibank N.A. in effect on the date such payment was required to be mademade through the date of payment. Notwithstanding anything herein to the contrary, in the event that the Termination Fee is paid, Parent’s receipt of the Termination Fee from the Company pursuant to this Section 8.5 shall be the sole and exclusive remedy of Parent and Merger Sub and their respective affiliates against the Company, its subsidiaries and any of their respective former, current, or future general or limited partners, shareholders, directors, officers, managers, members, affiliates or agents 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, and upon payment of such amounts, none of the Company, its subsidiaries or any of their respective former, current, or future general or limited partners, shareholders, directors, officers, managers, members, affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby (except for any reimbursement and expense obligations of the Company pursuant to the first sentence of this Section 8.5(c)).

Effect of Termination and Abandonment. (a) In Except as provided in paragraphs (b), (c), (d) and (e) below, in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last sentence foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII any liability or damages to the other party hereto resulting from any willful or intentional material breach of this Agreement and (ii) the provisions set forth in this Section 8.5 and Section 9.1 shall survive terminationthe termination of this Agreement. (b) In the event that that: (i) a bona fide Acquisition Proposal shall have been made or any Person shall have made or publicly announced or otherwise communicated to the Company, the board of directors of the Company or any Representatives of the Company an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification (A) no more than 75 days following the date such Acquisition Proposal has been made, with respect to any termination pursuant to Section 8.2(a), and (B) no fewer than five business days prior to, with respect to termination pursuant to Section 8.2(b), the date of the Stockholders Meeting) and thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a), 8.2(b) or 8.4(b); (iii) this Agreement is terminated by Parent pursuant to Section 8.4(a); or (iii) this Agreement is terminated by the Company pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii8.3(a), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, ; then the Company shall promptly, but in no event later than two Business Days after promptly pay Parent the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000Termination Fee, payable by wire transfer of same day immediately available funds. The Company's payment shall be , (A) in the sole and exclusive remedy case of Buyer against clause (i), immediately prior to or substantially concurrent with the entry by the Company and or any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives into an Alternative Acquisition Agreement with respect to, or upon consummation or approval or recommendation to the breach of any covenant Company’s stockholders of, an Acquisition Proposal (substituting “50%” for “15%” in the definition thereof) (whether or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.Acquisition

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, written notice thereof shall be given to the other Party or Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability on the part of any party Party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representativesRepresentatives); provided provided, however, that (i) this Section 8.5, Section 6.8 and Article IX (in each case, subject to the agreements terms thereof) shall remain in full force and effect and survive termination of this Agreement, (ii) except as specifically set forth in this Section 8.5 no such termination shall relieve any Party hereto of any liability or damages resulting from (A) any willful breach of any representations or warranties contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII of this Agreement prior to such termination or (B) any breach of any covenant or agreement contained in this Agreement prior to such termination, and (iii) nothing shall survive terminationrelieve any Party from liability for fraud. (b) In the event that this Agreement is terminated (i) by the Company Parent pursuant to Section 11.3(a) 8.4 or (ii) by Buyer the Company terminates this Agreement pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii8.3(c), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, pay Parent in cash in same-day funds as promptly as possible (but in no any event later than within two Business Days business days) after such termination the date Termination Fee. For the avoidance of such terminationdoubt, pay Buyer a termination fee subject to Section 9.8, the right of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all Parent to receive payment from the Company of the charges Termination Fee referred to in this Section 8.5(b) shall be the sole and expenses exclusive remedy of the Parent Related Parties against the Company Related Parties for any loss or damage suffered or incurred by Buyer arising out of or in connection with this Agreement Agreement, any of the transactions contemplated hereby and thereby (and the Transactions up abandonment or termination hereof or thereof) or any matter forming the basis for such termination, and upon payment of such amount(s), none of the Company Related Parties shall have any further liability or obligation arising out of or in connection with this Agreement, any of the transactions contemplated hereby and thereby (and the abandonment or termination hereof or thereof) or any matter forming the basis for such termination. The Parties acknowledge and agree that in no event shall the Company be required to a maximum amount pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable under more than one provision of $4,000,000this Agreement, in each case payable by wire transfer at the same or at different times or upon the occurrence of same day funds. Notwithstanding the foregoing, in different events. (c) In the event that this Agreement is terminated by either party the Company pursuant to Section 11.2(ii8.3(a) and or Section 8.3(b), then Parent shall pay the Voting Agreement has been terminated pursuant Company in cash in same-day funds as promptly as possible (but in any event within two business days) after such termination the Termination Fee. For the avoidance of doubt, subject to Section 8(b)(i)(z) thereof at the time of such vote9.8, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all right of the reasonable and customary charges and expenses incurred by Buyer Company to receive payment from Parent of the Termination Fee referred to in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment Section 8.5(c) shall be the sole and exclusive remedy of Buyer the Company Related Parties against the Company and Parent Related Parties for any loss or damage suffered or incurred arising out of or in connection with this Agreement, any of its Subsidiaries the transactions contemplated hereby and their respective directorsthereby (and the abandonment or termination hereof or thereof) or any matter forming the basis for such termination, officersand upon payment of such amount(s), employees, agents, advisors none of the Parent Related Parties shall have any further liability or other representatives obligation arising out of or in connection with respect to the breach of any covenant or agreement set forth in this Agreement, any of the transactions contemplated hereby and thereby (and the abandonment or termination hereof or thereof) or any matter forming the basis for such termination. The Company Parties acknowledge and agree that in no event shall Parent be required to pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable under more than one provision of this Agreement, at the same or at different times or upon the occurrence of different events. (d) Each of the Parties acknowledges that the agreements contained in this Section 11.5(b) 8.5 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer and the Company other Parties would not enter have entered into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to promptly pay the amount due pursuant to this Section 11.5(b)8.5, and, in order to obtain such payment, Parent or the Buyer Company, as the case may be, commences a suit which results in a judgment against the other Party, with respect to Parent or Merger Sub, or Parties, with respect to the Company for the fee, charges or expenses amounts set forth in this Section 11.5(b)8.5, the Company such paying Party shall pay to the Buyer other Party or Parties, as applicable, its reasonable and documented costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions is terminated pursuant to this Article XIIX, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last sentence foregoing to the contrary, that (i) except as otherwise provided herein no such termination shall relieve the Company of any liability to pay the Termination Fee pursuant to this Section 9.5, (ii) except as otherwise provided herein, no such termination will relieve any party hereto of any liability to the other party hereto for any breach of this Agreement, (iii) no such termination shall affect the approval of the Continuing Offer by the Board for purposes of Section 8.2(a203 of the DGCL and such approval shall remain in full force and effect to the extent the Continuing Offer continues to constitute a Continuing Offer, and (iv) this Section 9.5 and in Sections 11.5 and 11.6 and in Article XII X shall survive the termination of this Agreement shall survive terminationAgreement. (b) In the event that that: (i) (x) before obtaining the Company Requisite Vote, this Agreement is terminated pursuant to Section 9.2(a) (ithe section relating to the Termination Date), or Section 9.2(b) (the section relating to failure to receive stockholder approval) and (y) within eighteen (18) months of such termination the Company shall have consummated an Acquisition Proposal (provided that for purposes of this clause (y) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”) as a result of which the holders of Shares shall be entitled to receive, either directly or indirectly, consideration (whether cash or otherwise) having an aggregate value of more than $5.50 per Share; (ii) this Agreement is terminated by Parent pursuant to Section 9.4(a) (the section relating to Parent’s right to terminate for a Change of Recommendation) or by Parent or the Company pursuant to another provision of Article IX at a time when Parent had the right to terminate this Agreement pursuant to 9.4(a); or (iii) this Agreement is terminated by the Company pursuant to Section 11.3(a9.3(a) or (iithe section relating to an Alternative Acquisition Agreement with respect to a Superior Proposal); (iv) by Buyer (x) before obtaining the Company Requisite Vote, this Agreement is terminated pursuant to Section 11.4(a9.2(a) (the section relating to the Termination Date), or Section 9.2(b) (bthe section relating to failure to receive stockholder approval), (y) any Person shall have made or publicly announced a bona fide Acquisition Proposal after the date of this Agreement but prior to such termination, and such Acquisition Proposal shall not have been publicly withdrawn without qualification in a manner that would reasonably be expected to adversely affect the receipt of the Company Requisite Vote in any material respect at least ten (iii10) by either Party calendar days prior to, with respect to Section 9.2(a), the date of termination, or at least five (5) business days prior to, with respect to a termination pursuant to Section 11.2(ii9.2(b), the Stockholders Meeting and (z) within eighteen (18) months of such termination the Company shall have consummated an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in the case clause (y) of this Section 9.5(b)(iv)) (provided that for purposes of this clause (iii), if z) the Voting Agreement has not been terminated pursuant references to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, “20%” in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time definition of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment “Acquisition Proposal” shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required deemed to be made.references to “50%”);

Effect of Termination and Abandonment. (a) In Except to the extent provided in Section 8.2(b) below, in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last foregoing to the contrary in this Agreement, (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful and material breach of this Agreement and (ii) the provisions set forth in this Section 8.2 and the second sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII 9.1 shall survive the termination of this Agreement shall survive terminationAgreement. (b) In the event that this Agreement is terminated terminated: (i) by either the Company or Parent pursuant to Section 11.3(a8.1(b) or Section 8.1(c)(i), and, in each case, (A) a bona fide Acquisition Proposal shall have been made to the Company and its stockholders generally (whether or not conditional) or any Person shall have publicly announced an intention to make an Acquisition Proposal (whether or not conditional) with respect to the Company (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn on a bona fide basis without qualification (1) at least ten Business Days prior to the date of termination, with respect to any termination pursuant to Section 8.1(b), or (2) at least five Business Days prior to the date of the Company Shareholders Meeting, with respect to termination pursuant to pursuant to Section 8.1(c)(i)), and (B) within twelve months after such termination, (1) the Company or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement with respect to, or shall have consummated or shall have approved or recommended to the Company’s shareholders or otherwise not opposed, an Acquisition Proposal, which Acquisition Proposal is subsequently consummated (even if such consummation occurs after such twelve month period) or (2) there shall have been consummated an Acquisition Proposal with respect to the Company (where, for purposes of clause (A) of the definition of Acquisition Proposal, the shareholders of the Company immediately preceding such transaction hold less than 50% of the equity interests in the surviving or resulting entity of such transaction and with “50%” being substituted in lieu of “15%” in each instance thereof in clause (B) the definition of “Acquisition Proposal” for this purpose); provided that for purposes of this Agreement, an Acquisition Proposal with respect to the Company shall not be deemed to have been “publicly withdrawn” by any Person if, within twelve months of a termination pursuant to Section 8.1(b) or Section 8.1(c)(i), the Company or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement with respect to, or shall have consummated or shall have approved or recommended to the Company’s shareholders or otherwise not opposed, an Acquisition Proposal made by or on behalf of such Person or any of its Affiliates, then immediately prior to or concurrently with the occurrence of either of the events described in the foregoing clauses (B)(1) or (B)(2), or (ii) by Buyer Parent pursuant to Section 11.4(a8.1(f) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two one Business Days Day after the date of such terminationtermination pursuant to 8.1(f) or the occurrence of either of the events described in the foregoing clauses (b)(i)(B)(1) or (b)(i)(B)(2), the Company shall pay Buyer a termination fee of $22,000,000 and shall promptly5,000,000 (the “Termination Fee”), but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable Parent by wire transfer of same day immediately available cash funds. Notwithstanding the foregoing, in the In no event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, shall the Company shall promptly, but in no event later be required to pay the Termination Fee on more than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. one occasion. (c) The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges parties acknowledge that the agreements contained in this Section 11.5(b) 8.2 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer and the Company other parties would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b)8.2, and, in order to obtain such payment, the Buyer Parent commences a suit which that results in a judgment against the Company for the fee, charges fees or expenses set forth in this Section 11.5(b)8.2 or any portion of thereof, the Company shall pay to the Buyer Parent its reasonable costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing of the fee at the prime lending rate of Citibank, N.A. as published in The Wall Street Journal (Northeast edition) in effect on the date such payment was required to be mademade from the date such payment was required to be made through the date of payment. (d) Except as provided in Section 8.2(a), the parties acknowledge that the payment of the Termination Fee pursuant to this Section 8.2(b) is not a penalty and shall constitute liquidated damages as a reasonable amount that will compensate Parent in the circumstances upon which the Termination Fee is payable for the efforts and resources expended and opportunity foregone with respect to the consummation of the transactions contemplated by this Agreement which would otherwise be impossible to calculate with precision, and, from and after such payment of the Termination Fee, the Company shall have no further liability or obligations of any kind in connection with this Agreement.

Effect of Termination and Abandonment. (a) In Except as provided in Section 8.5(b), in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last foregoing to the contrary, that (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material breach of this Agreement and (ii) the provisions set forth in this Section 8.5 and the second sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII 9.1 shall survive the termination of this Agreement shall survive terminationAgreement. (b) In the event that that: (i) an Acquisition Proposal shall have been made to the Company or publicly made to any of its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company (and such publicly made Acquisition Proposal or publicly announced intention shall not have been publicly and irrevocably withdrawn at least 10 business days prior to, with respect to any termination pursuant to Section 8.2(a), the Termination Date, and, with respect to termination pursuant to Section 8.2(b), at least 10 business days prior to the date of the Shareholders Meeting) and thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a) or Section 8.2(b); (ii) this Agreement is terminated (iA) by Parent pursuant to Section 8.4 (other than Section 8.4(d)) or (B) by the Company pursuant to Section 11.3(a8.2(b) and, on or prior to the date of the Shareholders Meeting, any event giving rise to Parent’s right to terminate under Section 8.4 (iiother than Section 8.4(d)) shall have occurred; or (iii) this Agreement is terminated by Buyer the Company pursuant to Section 11.4(a) or 8.3(a), then in any case of (bi), (ii) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such voteabove, the Company shall promptly, but in no event later than two business days after the date of such termination, pay Parent a termination fee of $100 million (the “Termination Fee”) (provided, however, that the Termination Fee to be paid pursuant to clause (iii) shall be paid as set forth in Section 8.3) and shall promptly, but in no event later than two business days after being notified of such by BuyerParent, pay all of the reasonable and customary charges and documented out-of-pocket expenses incurred by Buyer Parent or Merger Sub in connection with this Agreement and the Transactions transactions contemplated by this Agreement up to a maximum amount of $5,000,00015 million, in each case payable by wire transfer of same day funds. The Company's payment ; provided, however, that no Termination Fee shall be the sole payable to Parent pursuant to clause (i) of this paragraph (b) unless and exclusive remedy until within 12 months of Buyer against such termination, or at any time prior thereto, (1) the Company and or any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives shall have entered into an Alternate Acquisition Agreement with respect to, or shall have consummated or shall have approved or recommended to the breach Company’s shareholders or otherwise not opposed, or (2) there shall otherwise have been consummated, in any single transaction or series of any covenant or agreement set forth related transactions, an Acquisition Proposal (substituting “50%” for “20%” in the definition of “Acquisition Proposal”); provided, that for purposes of this Agreement, an Acquisition Proposal shall not be deemed to have been “publicly and irrevocably withdrawn” by any Person if, within 12 months of such termination, the Company or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement (other than a confidentiality agreement) with respect to, or shall have consummated or shall have approved or recommended to the Company’s shareholders or otherwise not opposed, an Acquisition Proposal made by or on behalf of such Person or any of its Affiliates. The Company acknowledges that the agreements contained in this Section 11.5(b8.5(b) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer Parent and the Company Merger Sub would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b8.5(b), and, in order to obtain such payment, the Buyer Parent or Merger Sub commences a suit which that results in a judgment against the Company for the fee, charges or expenses fee set forth in this Section 11.5(b)8.5(b) or any portion of such fee, the Company shall pay to the Buyer Parent or Merger Sub its reasonable costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing of the fee at the prime lending rate of Citibank, Citibank N.A. in effect on the date such payment was required to be mademade through the date of payment.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIARTICLE VIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.58.5 and in Section 9.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representativesRepresentatives); provided that the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII no such termination shall relieve any party hereto from any liability for damages to any other party resulting from any prior willful breach of this Agreement shall survive terminationor from any obligation to pay, if applicable, the Termination Fee pursuant to Section 8.5(b). (b) In the event that If this Agreement is terminated (i) by the Company Parent pursuant to Section 11.3(a8.4(a) (Change in Recommendation) or (ii) by Buyer the Company pursuant to either (x) Section 8.2(b) (Stockholder Vote) at a time when Parent had the right to terminate pursuant to Section 11.4(a8.4(a) (Change in Recommendation) or (by) or Section 8.3(b) (iii) by either Party pursuant to Section 11.2(iiTermination for Superior Proposal), then the Company shall, within two business days after such termination in the case of this clause (iiii) or concurrently with such termination in the case of clause (ii) be obligated to pay Parent a fee equal to $1,445,000,000 (the “Termination Fee”). In addition, if (i) this Agreement is terminated (A) by Parent or the Voting Agreement has not been terminated Company pursuant to Section 8(b)(i)(z8.2(a) thereof at (Termination Date) or 8.2(b) (Stockholder Vote) or (B) by Parent pursuant to Section 8.4(b) (Company Breach), (ii) prior to such termination referred to in clause (i), but after the time date of such votethis Agreement, a bona fide Acquisition Proposal shall have been made to the Company or any of its Subsidiaries or shall have been made directly to the Company’s stockholders generally or any Person shall have publicly announced an intention (whether or not conditional) to make a bona fide Acquisition Proposal with respect to the Company (a “Company Acquisition Proposal”); and (iii) within 12 months after the date of a termination in either of the cases referred to in clauses (i)(A) and (i)(B) 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 promptly, but in no event later than two Business Days after be obligated to pay the date Termination Fee concurrently with such entry or consummation; provided that solely for purposes of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote8.5(b)(iii), the Company term “Acquisition Proposal” shall promptlyhave the meaning assigned to such term in Section 6.2(d), but in no event later than two days after being notified of such by Buyer, pay all of except that the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up references to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment “15% or more” shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors deemed to be references to “50% or other representatives with respect to the breach of any covenant or agreement set forth in this Agreementmore”. The Company acknowledges that the agreements contained in this Section 11.5(b8.5(b) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer Parent and the Company Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay promptly pay the amount due pursuant to this Section 11.5(b8.5(b), and, in order to obtain such payment, the Buyer Parent or Merger Sub commences a suit which results in a judgment against the Company for the fee, charges or expenses fee set forth in this Section 11.5(b8.5(b), the Company shall pay to the Buyer Parent or Merger Sub its reasonable costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing of the fee at the prime lending rate of Citibank, Citibank N.A. in effect on the date such payment was should have been made. At the time the Termination Fee is paid by the Company, the Company shall concurrently give to Parent wire instructions in the event of a refund of the Termination Fee. (c) In the event that a Termination Fee is paid pursuant to clause (i) of the first sentence of Section 8.5(b), Parent shall have the right, exercisable by written notice to the Company within one business day after the receipt of payment of such Termination Fee, to refund such Termination Fee to the Company, and in that event that the Company actually receives a full refund of the entire Termination Fee within two business days after the delivery of such notice, the Company, Parent and Merger Sub shall be entitled to all remedies available as contemplated by Section 8.5(a). In the event that a Termination Fee is paid pursuant to clause (ii) of the first sentence of Section 8.5(b) or the second sentence of Section 8.5(b), Parent shall have the right, exercisable by written notice to the Company within two business days after the receipt of such Termination Fee, to refund such Termination Fee to the Company, and in the event that the Company actually receives a full refund of the entire Termination Fee within two business days after the delivery of such notice, the Company, Parent and Merger Sub shall be entitled to all remedies available as contemplated by Section 8.5(a). If, after receiving the Termination Fee, Parent fails to exercise its right to refund the Termination Fee in accordance with the time periods provided for in this Section 8.5(c), Parent shall be deemed to have irrevocably waived such right and the Company shall have no further liability to Parent or Merger Sub, and Parent and Merger Sub shall have no further liabilities to the Company, under this Agreement except as set forth in Section 9.1. The parties agree that in no event shall the Company be required to be madepay the Termination Fee on more than one occasion.

Effect of Termination and Abandonment. (a) In Except as provided in paragraphs (b), (c), (d) and (e) below, in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last sentence foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII any liability or damages to the other party hereto resulting from any willful or intentional material breach of this Agreement and (ii) the provisions set forth in this Section 8.5 and Section 9.1 shall survive terminationthe termination of this Agreement. (b) In the event that that: (i) a bona fide Acquisition Proposal shall have been made or any Person shall have made or publicly announced or otherwise communicated to the Company, the board of directors of the Company or any Representatives of the Company an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification (A) no more than 75 days following the date such Acquisition Proposal has been made, with respect to any termination pursuant to Section 8.2(a), and (B) no fewer than five business days prior to, with respect to termination pursuant to Section 8.2(b), the date of the Stockholders Meeting) and thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a), 8.2(b) or 8.4(b); (iii) this Agreement is terminated by Parent pursuant to Section 8.4(a); or (iii) this Agreement is terminated by the Company pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii8.3(a), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.;

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability or further obligation of any kind on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); , except (i) as provided in Section 9.01 and (ii) that the agreements contained in the last sentence no such termination shall relieve any party hereto of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII any liability or damages resulting from any willful breach of this Agreement shall survive terminationAgreement. (bi) In The Company shall immediately pay or cause to be paid a termination fee, representing liquidated damages, of $970,000 (the “Termination Fee”) to Parent payable by wire transfer of immediately available funds to an account specified by Parent in the event of any of the following: (1) in the event that (A) an Acquisition Proposal shall have been made to the Company or any of its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company and (B) thereafter this Agreement is terminated by either -65- Parent or the Company pursuant to (ix) Section 8.02(a) for failure of the 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 8.02(b)(ii) and (C) within twelve (12) months of the termination of this Agreement, the Company consummates an Acquisition Proposal; (2) this Agreement is terminated by the Company pursuant to Section 11.3(a8.03(a); or (3) this Agreement is terminated by Parent pursuant to Section 8.04(b) or Section 8.04(c). (ii) Any Termination Fee required by Buyer pursuant to this Section 11.4(a8.05(b) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall be paid promptly, but in no event later than two Business Days after the date of such termination; provided that with respect to clause (2) above, pay Buyer a the Termination Fee shall be paid by the Company prior to termination fee of $22,000,000 this Agreement; and provided further that with respect to clause (1) above, the Termination Fee shall promptlybe paid prior to the Company’s entering into an Alternative Acquisition Agreement or consummating, but in no event later than approving or recommending an Acquisition Proposal or within two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, Business Days following notice from Parent if the Company shall promptlyhave failed to oppose such Acquisition Proposal. (iii) Notwithstanding any Termination Fee paid to Parent, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's Termination Fee shall upon payment shall thereof be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives for Parent with respect to the any breach of any covenant or agreement set forth in this Agreement. giving rise to such payment, subject to Section 8.05(c). (c) The Company acknowledges that the agreements contained in this Section 11.5(bparagraph (b) above are an integral part of the Transactionstransactions contemplated by this Agreement, and that, that without these agreements, Buyer and the Company such agreements Parent would not enter have entered into this Agreement; accordingly, if and that such amounts do not constitute a penalty. If the Company fails to promptly pay Parent any amounts due under paragraph (b) above within the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b)time period specified therein, the Company shall pay to the Buyer its reasonable all costs and expenses (including reasonable attorney's attorneys’ fees) incurred by Parent from the date such amounts were required to be paid in connection with any action, including the filing of any lawsuit, taken to collect payment of such suitamounts, together with interest on the amount so owing of any such unpaid amounts at the publicly announced prime lending rate of Citibank, N.A. interest printed in effect The Wall Street Journal on the date such payment was required to be made.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (i) Section 6.05, Section 6.06(b), Section 8.01, this Agreement (other than as set forth in Sections 12.1Section 8.02, 12.2 and this Section 11.5) Article IX shall become void and of no effect with no liability on the part of survive any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII termination of this Agreement and (ii) notwithstanding anything to the contrary, neither OPOF nor CNB shall survive terminationbe relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement. (b) In The parties hereto agree that CNB shall pay OPOF the event that sum of $375,000 (the “Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by the Company OPOF and OPNB pursuant to Section 11.3(a8.01(f) or 8.01(g), CNB shall pay the entire Termination Fee to OPOF on the second Business Day following the termination of this Agreement; (ii) if this Agreement is terminated by (A) OPOF and OPNB pursuant to Section 8.01(b)(i), (B) either OPOF and OPNB or CNB pursuant to Section 8.01(c) and at the time of such termination no vote of the CNB shareholders contemplated by this Agreement at the CNB Meeting shall have occurred, or (C) by either OPOF and OPNB or CNB pursuant to Section 8.01(e), and in the case of any termination pursuant to clause (A), (B) or (iiC), an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the senior management of CNB or the CNB Board (or any Person shall have publicly announced, communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal, or reiterated a previously expressed plan or intention to make an Acquisition Proposal) at any time after the date of this Agreement and prior to the taking of the vote of the shareholders of CNB contemplated by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii)this Agreement at the CNB Meeting, in the case of this clause (iiiC), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after or the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that case of clause (A) or (B), then (1) if within twelve (12) months after such termination CNB enters into an agreement with respect to an Acquisition Proposal, then CNB shall pay to OPOF the Termination Fee on the date of execution of such agreement (regardless of whether such Acquisition Proposal is consummated before or after the termination of this Agreement), and (2) if an Acquisition Proposal is consummated otherwise than pursuant to an agreement with CNB within fifteen (15) months after the termination of this Agreement, then CNB shall pay to OPOF the Termination Fee on the date such Acquisition Proposal is consummated; or (iii) if this Agreement is terminated by either party OPOF or OPNB or by CNB pursuant to Section 11.2(ii) and 8.01(h), CNB shall pay the Voting Agreement has been terminated pursuant entire Termination Fee to Section 8(b)(i)(z) thereof at OPOF prior to or concurrent with the time termination of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges . (c) CNB, OPOF and OPNB agree that the agreements agreement contained in this Section 11.5(bparagraph (b) are above is an integral part of the Transactionstransactions contemplated by this Agreement, that without such agreement OPOF and that, without these agreements, Buyer and the Company OPNB would not enter have entered into this Agreement; accordingly, if and that such amounts do not constitute a penalty or liquidated damages in the Company event of a breach of this Agreement by CNB. If CNB fails to promptly pay OPOF the amounts due under paragraph (b) above within the time periods specified in such paragraph (b), CNB shall pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's feeslegal fees and expenses) incurred by OPOF in connection with any action, including the filing of any lawsuit, taken to collect payment of such suitamounts, provided OPOF prevails on the merits, together with interest on the amount so owing of any such unpaid amounts at the prime lending rate of Citibankprevailing during such period as published in The Wall Street Journal, N.A. in effect calculated on a daily basis from the date such payment was amounts were required to be madepaid until the date of actual payment. If this Agreement is terminated and a Termination Fee is payable by CNB to OPOF pursuant to this Section 8.02, the Termination Fee and any fees and expenses awarded pursuant to this Section 8.02(c) shall be OPOF’s and OPNB’s sole and exclusive remedies.

Effect of Termination and Abandonment. (a) In Except to the extent provided in Sections 7.2(b) and 7.2(c) below, in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided provided, however, that (i) no such termination shall relieve any party hereto of any liability or damages to the agreements contained other party hereto resulting from any fraud or Willful and Material Breach of this Agreement and (ii) the provisions set forth in Section 5.12 (Expenses), this Section 7.2 and the last second sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII 8.1 shall survive the termination of this Agreement shall survive terminationAgreement. (b) In the event that this Agreement is terminated terminated: (i) by either the Company or Parent pursuant to Section 7.1(b) (Outside Date), by either the Company or Parent pursuant to Section 7.1(c) (Requisite Company Vote Not Obtained), or by Parent pursuant to Section 7.1(e) (Company Breach), and, in each case, (A) a bona fide Acquisition Proposal shall have been made to the Company or any of its Subsidiaries or made publicly to the Shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification (1) prior to the date of termination, with respect to any termination pursuant to Section 7.1(b) (Outside Date), or (2) prior to the date of the Shareholders Meeting, with respect to termination pursuant to pursuant to Section 7.1(c) (Requisite Company Vote Not Obtained)), and (B) within twelve months after such termination, the Company or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement with respect to, or shall have consummated or shall have approved or recommended to the Shareholders or otherwise not opposed, an Acquisition Proposal which Acquisition Proposal is subsequently consummated (even if after such twelve month period); provided, (X) that, for the purposes of this Section 7.2(b)(i), the references to “15%” in the definition of Acquisition Proposal shall be deemed to be reference to “50%” and (Y) for purposes of this Agreement, an Acquisition Proposal shall not be deemed to have been “publicly withdrawn” by any Person if, within twelve (12) months after such termination, the Company or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement (other than a confidentiality agreement) with respect to, or shall have consummated or shall have approved or recommended to the Company’s Shareholders or otherwise not opposed, an Acquisition Proposal made by or on behalf of such Person or any of its Affiliates; (ii) by Parent pursuant to Section 7.1(g) (Change of Recommendation); or (iii) by the Company pursuant to Section 11.3(a7.1(c) (Requisite Company Vote Not Obtained) and, on or (ii) by Buyer prior to the date of the Shareholders Meeting, any event giving rise to Parent’s right to terminate pursuant to Section 11.4(a7.1(g) or shall have occurred; then, (b1) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iiiSection 7.2(b)(i), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(zwithin two (2) thereof at the time Business Days after consummation of such voteAcquisition Proposal, then (2) in the case of Section 7.2(b)(ii), within two (2) Business Days after termination of this Agreement, and (3) in the case of Section 7.2(b)(iii), concurrently with the termination of this Agreement, the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 8,000,000, plus all reasonable and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges documented out-of-pocket costs and expenses incurred by Buyer Parent or Merger Sub in connection with this Agreement and the Transactions up transactions contemplated hereby, which reimbursed costs and expenses shall not exceed $1,000,000 in the aggregate (collectively, the “Company Termination Fee”), to a maximum amount of $4,000,000, Parent in each case payable by wire transfer of same day fundsimmediately available funds to an account designated in writing by Parent. Notwithstanding In no event shall the foregoingCompany be obligated to pay the Company Termination Fee on more than one (1) occasion. (c) If the Company or Parent terminates this Agreement under Section 7.1(b) or Section 7.1(d) after the Requisite Company Vote has been obtained and, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof case, at the time of such votetermination, the Company condition set forth in Section 6.1(b) has not been satisfied, then within two (2) Business Days after such termination, Parent shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount termination fee of $5,000,0009,500,000 (the “Parent Termination Fee”), payable to Company by wire transfer of same day fundsimmediately available funds to an account designated in writing by Company. In no event shall Parent be obligated to pay the Parent Termination Fee on more than one (1) occasion. (d) The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges parties acknkowledge that the agreements contained in this Section 11.5(b7.2(b) and Section 7.2(c) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer and the Company no party would not enter have entered into this Agreement; accordingly, if the (i)the Company fails to promptly timely pay the amount due pursuant to this Section 11.5(b7.2(b) or (ii) Parent fails to timely pay the amount due pursuant to Section 7.2(c) (any such amount due, a “Termination Payment”), and, in order to obtain such payment, the Buyer party entitled to receive such payment (the “Recipient”) commences a suit which that results in a judgment against the Company party obligated to make such payment (the “Payor”) for the feeapplicable Termination Payment, charges or expenses set forth in this Section 11.5(b)any portion thereof, the Company Payor shall pay to the Buyer Recipient its reasonable costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing of the fee at the prime lending rate of Citibank, N.A. in effect on the date such Termination Payment was required to be made from the date such payment was required to be mademade through the date of payment.

Effect of Termination and Abandonment. (a) In Except as provided in paragraphs (b) or (c) below, in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directorsRepresentatives or Affiliates); provided, officershowever, employeesand notwithstanding anything in the foregoing to the contrary, agentsthat (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, legal and financial advisors warranties, covenants or other representativesagreements set forth in this Agreement and (ii) the provisions set forth in Section 8.3(a)(ii); provided that , this Section 8.5 and Section 9.1 shall survive the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII termination of this Agreement shall survive terminationAgreement. (b) In the event that (i) a bona fide Acquisition Proposal shall have been made to the Company or any Person shall have publicly announced an intention (whether or not conditional) to make a bona fide Acquisition Proposal with respect to the Company (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification at least (A) 20 business days prior to, with respect to any termination pursuant to Section 8.2(a), the date of termination, and (B) at least 10 business days prior to, with respect to termination pursuant to Section 8.2(b), the date of the Shareholders Meeting) and thereafter this Agreement is terminated by the Controlling Shareholder or the Company pursuant to Section 8.2(a) or 8.2(b), (ii) this Agreement is terminated (iA) by the Controlling Shareholder pursuant to Section 8.4 or (B) by the Company pursuant to Section 11.3(a) 8.2 and, on or (ii) by Buyer pursuant prior to the date of the Shareholders Meeting any event giving rise to the Controlling Shareholder’s right to terminate under Section 11.4(a) or (b) 8.4 shall have occurred or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party the Company pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote8.3(a), then, in each case, the Company shall promptly, but in no event later than two five business days after being notified the date of such by Buyertermination, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount Controlling Shareholder an aggregate termination fee of $5,000,000, 1.7 million (the “Termination Fee”) payable by wire transfer of same day funds. The Company's right of the Controlling Shareholder to receive payment of the Termination Fee from the Company shall be the sole and exclusive remedy of the Buyer Parties against the Company Parties for any loss or damage suffered as a result of the failure of the Merger to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Termination Fee, none of the Company Parties shall have any further liability or obligation relating to or arising out of its Subsidiaries and their respective directors, officers, employees, agents, advisors this Agreement or other representatives the transactions contemplated hereby (except that the Company shall also be obligated with respect to Section 8.5(d)). It is understood and agreed that payment of the Termination Fee represents the reasonable estimate of actual damages by the Company, the Controlling Shareholder, and Merger Sub and does not constitute a penalty. (c) In the event that this Agreement is terminated pursuant to Section 8.3(b) or Section 8.3(c), then Parent and Merger Sub shall promptly but in no event later than five business days after the date of such termination, pay the Company a termination fee in the amount of $2.25 million (the “Buyer Termination Fee”) payable by wire transfer of same day funds to an account designated in writing by the Company’s Chief Executive Officer. Subject to Section 9.5(d), the Company’s right to receive payment of the Buyer Termination Fee from the Controlling Shareholder shall be the sole and exclusive remedy of the Company Parties against the Buyer Parties for any loss or damage suffered as a result of the failure of the Merger to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Buyer Termination Fee, none of the Buyer Parties shall have any covenant further liability or agreement set forth in obligation relating to or arising out of this AgreementAgreement or the transactions contemplated hereby (except that the responsible member or members of Buyer Parties shall also be obligated with respect to Section 8.5(d)). The Company It is understood and agreed that payment of the Buyer Termination Fee represents the reasonable estimate of actual damages by the Company, the Controlling Shareholder and Merger Sub and does not constitute a penalty. (d) Each of the parties hereto acknowledges that the agreements contained in this Section 11.5(b) 8.5 are an integral part of the Transactionstransactions contemplated hereby, and that, that without these agreements, Buyer and the Company other party would not enter into this Agreement; accordingly. Accordingly, if the Company or the responsible member or members of the Buyer Parties, as the case may be, fails to promptly timely pay the amount due pursuant to this Section 11.5(b)Termination Fee or the Buyer Termination Fee, as the case may be, and, in order to obtain such paymentamount due, the Company or the Buyer Parties, as the case may be, commences a suit which results in a judgment against the Company other party for the feepayment of the Termination Fee or the Buyer Termination Fee, charges or expenses set forth in this Section 11.5(b)as the case may be, the Company such paying party shall pay to the Buyer other party its reasonable and documented costs and expenses (including reasonable attorney's and documented attorneys’ fees) in connection with such suit, together with interest on the such amount so owing at the prime lending rate of Citibankprevailing during such period as published in The Wall Street Journal, N.A. in effect calculated on a daily basis from the date such payment was required to be madepaid until the date such payment was actually received.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII of neither Party to this Agreement shall have any liability or further obligation to the other Party hereunder except that: (i) this Section 8.02, Section 6.06(g) and Article IX shall survive terminationany termination of this Agreement; and (ii) notwithstanding anything to the contrary, neither TriCo nor Valley shall be relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement. (b) In The Parties agree that Valley shall pay TriCo the event that sum of $6,625,000 (the “Termination Fee”) as follows: (i) if this Agreement is terminated (i) by the Company TriCo pursuant to Section 11.3(a8.01(f) (Failure to Recommend, Etc.) or Section 8.01(g) (Certain Tender or Exchange Offers),Valley shall pay the Termination Fee to TriCo on the second (2nd) Business Day following the termination of this Agreement; (ii) if this Agreement is terminated by Valley pursuant to Section 8.01(h) (Superior Proposal), Valley shall pay the Termination Fee to TriCo on the date of the termination of this Agreement; or (iii) if this Agreement is terminated by (A) TriCo pursuant to Section 8.01(b) (Breach), (B) by either TriCo or Valley pursuant to Section 8.01(c) (Delay) and at the time of such termination the Valley Shareholder Approval shall not have been obtained, or (C) by TriCo or Valley pursuant to Section 8.01(e) (No Shareholder Approval), and in the case of any termination pursuant to clause (A), (B) or (iiC), an Acquisition Proposal shall have been publicly announced and communicated or made known to the executive officers of Valley or the Valley Board (or any Person shall have publicly announced and communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal, or reiterated a previously expressed plan or intention to make an Acquisition Proposal) at any time after the date of this Agreement and prior to the taking of the vote of the shareholders of Valley contemplated by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii)this Agreement at the Valley Meeting, in the case of this clause (iiiC), or prior to the date of termination, in the case of clause (A) or (B), then: (1) if within twelve (12) months after such termination Valley enters into an agreement with respect to a Control Transaction, then Valley shall pay to TriCo the Voting Agreement has not been terminated Termination Fee on the date of execution of such agreement; and (2) if a Control Transaction is consummated otherwise than pursuant to Section 8(b)(i)(zan agreement with Valley within twelve (12) thereof at the time of months after such votetermination, then Valley shall pay to TriCo the Company shall promptly, but in no event later than two Business Days after Termination Fee on the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified consummation of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be madeControl Transaction.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions pursuant to this Article XIVII, (a) this Agreement (other than as set forth in Sections 12.1, 12.2 will terminate and this Section 11.5) shall become void and of no effect with and (b) there will be no liability to any Person on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or Affiliates) other representativesthan as provided in Section 7.5(b); provided that the agreements contained provided, however, and notwithstanding anything in the last sentence of foregoing to the contrary, (i) the provisions set forth in this Section 8.2(a) 7.5, Article VIII and in Sections 11.5 and 11.6 and in Article XII the Confidentiality Agreement will survive the termination of this Agreement shall survive and (ii) nothing herein will relieve any Party from liability for any fraud or willful and material breach of this Agreement occurring prior to such termination. (b) In the event that Notwithstanding any other provision of this Agreement is terminated Agreement: (i) If this Agreement shall have been validly terminated pursuant to (A) Section 7.3(b) or Section 7.4(b), (B) Section 7.4(a) as a result of a breach of the Section 5.2 Company Provisions (including as a result of actions taken by any director of the Company that would have constituted a breach of the Section 5.2 Company Provisions if such actions had been taken by the Company), or (C) any other provision of Section 7.2, Section 7.3, or Section 7.4 if, at such time, GX shall have had the right to terminate this Agreement pursuant to (1) Section 7.4(b) or (2) Section 7.4(a) as a result of a breach of the Section 5.2 Company Provisions (including as a result of actions taken by any director of the Company that would have constituted a breach of the Section 5.2 Company Provisions if such actions had been taken by the Company), then, in each case, the Company shall pay to GX a termination fee in the amount of $15,000,000 (the “Base Termination Fee”) by wire transfer in immediately available funds to an account designated by GX in which case payment shall be made within two Business Days of such termination. (ii) If (A) this Agreement shall have been validly terminated by either Party (other than a valid termination (x) by (1) the Company pursuant to Section 11.3(a7.3(a) or Section 7.3(c), (ii2) by Buyer GX pursuant to Section 11.4(a) 7.2(b), or (b3) or (iii) by either Party pursuant to Section 11.2(ii7.2(a), in the case of this clause (iii)Section 7.2(d) or, if the Voting Agreement there has not been terminated no Company Recommendation Change, Section 7.2(c) or (y) pursuant to Section 8(b)(i)(z7.1), (B) thereof at or prior to the time of the termination of this Agreement, an Acquisition Proposal with respect to the Company and/or any Company Subsidiaries (whether or not conditional) shall have been publicly disclosed or made and such voteAcquisition Proposal shall not have been publicly withdrawn at least two Business Days prior to the Company Shareholder Meeting, (C) within twelve months after the date of any such termination, an Alternative Acquisition (whether or not relating to such Acquisition Proposal) with respect to the Company and/or any Company Subsidiaries is consummated or a definitive agreement providing for an Alternative Acquisition (whether or not relating to such Acquisition Proposal) with respect to the Company and/or any Company Subsidiaries is executed, and (D) the Company has not paid the Base Termination Fee pursuant to Section 7.5(b)(i) or the Intentional Breach Termination Fee pursuant to Section 7.5(b)(iii), then the Company shall promptly, but pay to GX the Base Termination Fee by wire transfer in no event later than immediately available funds to an account designated by GX in which case payment shall be made within two Business Days after of such Alternative Acquisition consummation or agreement execution (whichever is earlier). (iii) If this Agreement shall have been validly terminated pursuant to (A) Section 7.4(a) as a result of a willful and material breach by the date Company (including, without limitation a willful and material breach of the Section 5.2 Company Provisions (including as a result of actions taken by any director of the Company that would have constituted a willful and material breach of the Section 5.2 Company Provisions if such actions had been taken by the Company)), (B) Section 7.4(c) or (C) any other provision of Section 7.2, Section 7.3 or Section 7.4 if, at such time, GX shall have had the right to terminate this Agreement pursuant to Section 7.4(a) as a result of a willful and material breach by the Company (including, without limitation a willful and material breach of the Section 5.2 Company Provisions (including as a result of actions taken by any director of the Company that would have constituted a willful and material breach of the Section 5.2 Company Provisions if such actions had been taken by the Company)) or Section 7.4(c) then, in each case, the Company shall pay to GX a termination fee in the amount of $25,000,000 (the “Intentional Breach Termination Fee”) by wire transfer in immediately available funds to an account designated by GX in which case payment shall be made within two Business Days of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but provided that in no event later than two days after being notified will GX be entitled to both the Intentional Breach Termination Fee and the Base Termination Fee. (iv) If this Agreement shall have been validly terminated and the Base Termination Fee or the Intentional Breach Termination Fee is payable by the Company to GX in accordance with the terms hereof, then in addition to the Base Termination Fee or the Intentional Breach Termination Fee, as applicable, the Company shall also pay, or cause to be paid to GX, an amount (the “Expense Amount”) equal to the sum of such all documented and reasonable out-of-pocket expenses paid or payable by Buyer, pay all of GX and the charges and expenses incurred by Buyer Sponsor in connection with this Agreement and the Transactions up to a maximum amount of Transactions, which Expense Amount shall not exceed $4,000,0005,000,000, in each case payable by wire transfer in immediately available funds to an account designated by GX in which case payment shall be made within two Business Days of same day funds. Notwithstanding such termination. (c) The Parties acknowledge and hereby agree that the foregoingpayment of the Base Termination Fee or the Intentional Breach Termination Fee, as applicable, if, as and when required pursuant to this Section 7.5, shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate GX in the event that this Agreement circumstances in which it is terminated by either party pursuant to Section 11.2(ii) payable for the efforts and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable resources expended and customary charges and expenses incurred by Buyer in connection with opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the Transactions up expectation of the consummation of the Transactions, which amount would otherwise be impossible to a maximum amount calculate with precision. Each of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company Parties acknowledges that the agreements contained in this Section 11.5(b) 7.5 are an integral part of the Transactions, Transactions and that, without these agreements, Buyer and the Company Parties would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (other than as set forth in Sections 12.1, 12.2 and i) this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors8.02, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a6.06(c) and in Sections 11.5 and 11.6 and in Article XII IX shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary, neither PPBI nor HEOP shall survive terminationbe relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement. (b) In The parties hereto agree that HEOP shall pay PPBI the event that sum of $15.0 million (the “Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by the Company PPBI pursuant to Section 11.3(a8.01(f) or (h), or by HEOP pursuant to Section 8.01(i), HEOP shall pay the entire Termination Fee to PPBI on the second Business Day following the termination of this Agreement; or (ii) if this Agreement is terminated by Buyer (A) PPBI pursuant to Section 11.4(a8.01(b), (B) by either PPBI or HEOP pursuant to Section 8.01(c) and at the time of such termination no vote of the HEOP shareholders contemplated by this Agreement at the HEOP Meeting shall have occurred, or (C) by PPBI pursuant to Section 8.01(e), and in the case of any termination pursuant to clause (A), (B) or (bC), an Acquisition Proposal shall have been publicly announced and communicated or made known to the executive officers of HEOP or the HEOP Board (or any Person shall have publicly announced and communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal, or reiterated a previously expressed plan or intention to make an Acquisition Proposal) or (iii) at any time after the date of this Agreement and prior to the taking of the vote of the shareholders of HEOP contemplated by either Party pursuant to Section 11.2(ii)this Agreement at the HEOP Meeting, in the case of this clause (iiiC), or the date of termination, in the case of clause (A) or (B), then (1) if within 9 months after such termination HEOP enters into an agreement with respect to a Control Transaction, which was the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time subject of such voteAcquisition Proposal, then HEOP shall pay to PPBI an amount equal to $11.25 million on the Company date of execution of such agreement and upon consummation of such Control Transaction at any time thereafter, HEOP shall promptly, but in no event later than two Business Days after pay to PPBI the remainder of the Termination Fee on the date of such termination, pay Buyer consummation and (2) if a termination fee of $22,000,000 and shall promptly, but in no event later Control Transaction is consummated otherwise than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.pursuant

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (other than as set forth in Sections 12.1, 12.2 and i) this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors8.02, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a6.06(c) and in Sections 11.5 and 11.6 and in Article XII IX shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary, neither FCBI nor PBV shall survive terminationbe relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement. (b) In The parties hereto agree that PBV shall pay FCBI the event that sum of Two Million Two Hundred Thousand and 00/100 Dollars ($2,200,000.00) (the “Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by the Company FCBI pursuant to Section 11.3(a8.01(f) or 8.01(g), PBV shall pay the entire Termination Fee to FCBI on the second Business Day following the termination of this Agreement; or (ii) if this Agreement is terminated by (A) FCBI pursuant to Section 8.01(b)(i), (B) either FCBI or PBV pursuant to Section 8.01(c) and at the time of such termination no vote of the PBV shareholders contemplated by this Agreement at the PBV Meeting shall have occurred or (C) by either FCBI or PBV pursuant to Section 8.01(e), and in the case of any termination pursuant to clause (A), (B) or (iiC), an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the senior management of PBV or the PBV Board (or any Person shall have publicly announced, communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal, or reiterated a previously expressed plan or intention to make an Acquisition Proposal) at any time after the date of this Agreement and prior to the taking of the vote of the shareholders of PBV contemplated by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii)this Agreement at the PBV Meeting, in the case of this clause (iiiC), or the date of termination, in the case of clause (A) or (B), then (1) if within twelve (12) months after such termination PBV enters into an agreement with respect to an Acquisition Proposal, then PBV shall pay to FCBI the Voting Agreement has not been terminated Termination Fee on the date of execution of such agreement (regardless of whether such Acquisition Proposal is consummated before or after the termination of this Agreement), and (2) if an Acquisition Proposal is consummated otherwise than pursuant to Section 8(b)(i)(zan agreement with PBV within fifteen (15) thereof at months after the time termination of such votethis Agreement, then PBV shall pay to FCBI the Company shall promptly, but in no event later than two Business Days after Termination Fee on the date of such termination, pay Buyer a termination fee of $22,000,000 when such Acquisition Proposal is consummated. (c) PBV and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges FCBI agree that the agreements agreement contained in this Section 11.5(bparagraph (b) are above is an integral part of the Transactionstransactions contemplated by this Agreement, and that, that without these agreements, Buyer and the Company such agreement FCBI would not enter have entered into this Agreement; accordingly, if and that such amounts do not constitute a penalty or liquidated damages in the Company event of a breach of this Agreement by PBV. If PBV fails to promptly pay FCBI the amounts due under paragraph (b) above within the time periods specified in such paragraph (b), PBV shall pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's feeslegal fees and expenses) incurred by FCBI in connection with any action, including the filing of any lawsuit, taken to collect payment of such suitamounts, provided FCBI prevails on the merits, together with interest on the amount so owing of any such unpaid amounts at the prime lending rate of Citibankprevailing during such period as published in The Wall Street Journal, N.A. in effect calculated on a daily basis from the date such payment was amounts were required to be madepaid until the date of actual payment.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (other than as set forth in Sections 12.1, 12.2 and i) this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors8.02, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a6.06(c) and in Sections 11.5 and 11.6 and in Article XII IX shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary, neither PPBI nor Plaza shall survive terminationbe relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement. (b) In the event that (i) an Acquisition Proposal has been made (whether or not conditional and whether or not withdrawn) to Plaza or its shareholders or any Person has publicly announced an intention (whether or not conditional and whether or not withdrawn) to make an Acquisition Proposal or an Acquisition Proposal (whether or not conditional and whether or not withdrawn) otherwise becomes known to Plaza or the executive officers of Plaza and thereafter (A) this Agreement is terminated by PPBI pursuant to 8.01(b) or PPBI pursuant to 8.01(g) and (B) prior to the date that is 12 months after such termination, (1) Plaza or any of its Subsidiaries enters into an Acquisition Agreement with respect to any Acquisition Proposal or (2) any Acquisition Proposal is consummated (solely for purposes of this Section 8.02(b)(i)(B), the term “Acquisition Proposal” shall have the meaning set forth in the definition of Acquisition Proposal contained in Section 6.07(a) except that all references to 10% shall be deemed references to 50%), then Plaza shall pay to PPBI a fee equal to $8.0 million (the “Termination Fee”) by wire transfer of next day funds on the earlier of the date of execution of such Acquisition Agreement or the consummation of such Acquisition Proposal. In the event that (i) this Agreement is terminated by the Company PPBI pursuant to Section 11.3(a8.01(e) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party Plaza pursuant to Section 11.2(ii8.01(f), then, in each such case, Plaza shall pay PPBI the Termination Fee by wire transfer of same-day funds (x) and in the Voting Agreement has been terminated case of a termination by PPBI pursuant to Section 8(b)(i)(z8.01(e), within two Business Days after such termination, and (y) thereof at in the case of a termination by Plaza pursuant to Section 8.01(f), no later than the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be madetermination.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (other than i) as set forth in Sections 12.1subsections (b) and (c) below and Section 9.01, 12.2 and this Section 11.5(ii) shall become void and of no effect with no that termination will not relieve a breaching party from liability on the part for actual damages for any willful breach of any party hereto (covenant, agreement, representation or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII warranty of this Agreement shall survive terminationgiving rise to such termination and (iii) any other provision of this Agreement which expressly survives the termination of this Agreement. (b) In the event that If this Agreement is terminated (i) by RLBI pursuant to Section 8.01(f), or by the Company pursuant to Section 11.3(a8.01(e), upon such termination RLBI shall pay to the Company a termination fee, representing liquidated damages, of $1,000,000 (the "Termination Fee"). Notwithstanding any Termination Fee paid to the Company pursuant to Section 8.01(f), such Termination Fee shall not be the sole remedy available to the Company in the event that RLBI has breached Section 6.06 or any other provision of this Agreement and the Company shall be entitled to pursue all remedies to which it is entitled at law or equity. (c) If this Agreement is terminated by RLBI pursuant to Section 8.01(b) where the Company would not be entitled to terminate under subdivisions (i) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii)of that subsection, in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer to RLBI a termination fee Termination Fee of $22,000,000 1,000,000, representing liquidated damages. Notwithstanding any Termination Fee paid to RLBI, such Termination Fee shall not be the sole remedy available to RLBI in the event that the Company has breached any provision of this Agreement, and RLBI shall promptly, but in no event later than two days after being notified of such by Buyer, pay be entitled to pursue all of remedies to which it is entitled at law or equity. (d) Any Termination Fee that becomes payable to the charges and expenses incurred by Buyer in connection with Company or RLBI pursuant to this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable Section 8.02 shall be paid by wire transfer of same day funds. Notwithstanding immediately available funds to an account designated by the foregoingCompany or RLBI, in as the event that case may be, either if this Agreement is terminated by either party pursuant to Section 11.2(ii) the Company or RLBI and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at termination meets the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement conditions set forth in this Agreement. The Section 8.02 at or prior to such termination by the Company acknowledges or RLBI. (e) RLBI and the Company agree that the agreements contained in this Section 11.5(bparagraphs (b) and (c) above are an integral part of the Transactionstransactions contemplated by this Agreement, and that, that without these agreements, Buyer such agreements RLBI and the Company would not enter have entered into this Agreement; accordingly, if and that such amounts do not constitute a penalty. If the Company party owing the Termination Fee fails to promptly pay the amount other party the amounts due pursuant to this Section 11.5(b), and, under paragraph (b) above within the time periods specified in order to obtain such paymentparagraph (c) above, the Buyer commences a suit which results in a judgment against party owing the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company Termination Fee shall pay to the Buyer its all reasonable attorneys' fees, costs and expenses (including reasonable attorney's fees) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such suitamounts, together with interest on the amount so owing of any such unpaid amounts at the prime lending rate publicly announced Prime Rate of Citibank, Bank One N.A. in effect on from the date such payment was amounts were required to be madepaid.

Effect of Termination and Abandonment. (a) 5.5.1. In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIV, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.56.1) shall become void and of no effect with no liability on the part of any either party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representativestheir Representatives); provided provided, however, that no termination shall relieve either Parent or the Company of any liability for damages resulting from any willful and intentional breach of this Agreement or from any obligation to pay, if applicable, the amounts payable pursuant to Section 5.5.2 or 5.5.3. (a) If: (i) Parent shall terminate this Agreement pursuant to clauses (i) or (ii) of Section 5.4; (ii) any Person shall have made a bona fide Acquisition Proposal relating to the Company or shall have publicly announced such an Acquisition Proposal (or an intention to make such an Acquisition Proposal) and thereafter (x) this Agreement is terminated pursuant to clause (i) of Section 5.2, and (y) within 9 months after the termination of this Agreement, the Company enters into an agreement in respect of any Acquisition Proposal or a transaction pursuant to an Acquisition Proposal is consummated; (iii) Parent shall terminate this Agreement pursuant to clause (iii) of Section 5.4 and either (x) prior thereto a bona fide Acquisition Proposal relating to the Company shall have been made by any Person to the Company or a Person shall have publicly announced such an Acquisition Proposal (or an intention to make such an Acquisition Proposal) or (y) within 9 months after termination of this Agreement, the Company enters into an agreement in respect of an Acquisition Proposal or a transaction pursuant to an Acquisition Proposal is consummated; (iv) either the Company or Parent shall terminate this Agreement pursuant to clause (iii) of Section 5.2 and (x) prior thereto a bona fide Acquisition Proposal relating to the Company shall have been made or a Person shall have publicly announced such an Acquisition Proposal Company (or any intention to make such an Acquisition Proposal) and (y) within 9 months after the termination of this Agreement, the Company enters into an agreement in respect of any Acquisition Proposal or a transaction with respect to an Acquisition Proposal is consummated; or (v) the Company shall terminate this Agreement pursuant to clauses (ii) or (iii) of Section 5.3, then in any case as described in clause (i), (ii), (iii), (iv) or (v) the Company shall pay to Parent (by wire transfer of immediately available funds not later than, in the case of clauses (i), (iv) and (v) the date of termination of this Agreement or, in the case of clauses (ii) and (iii), the date of the agreement in respect of the Acquisition Proposal or, if earlier, consummation of the transaction in respect thereof) an amount equal to $13 million. The termination of this Agreement by the Company under Sections 5.3(ii) and 5.3(iii) hereto shall not be effective until such time as the payment required by this Section shall have been received by Parent. 5.5.3. If Parent or the Company shall terminate this Agreement pursuant to clause (iv) of Section 5.2, Parent shall pay to the Company (by wire transfer of immediately available funds no later than the date of termination of this Agreement) an amount equal to $3.0 million. The parties acknowledge that the agreements contained in the last sentence of Section 8.2(a) Sections 5.5.2 and in Sections 11.5 and 11.6 and in Article XII of this Agreement shall survive termination. (b) In the event that this Agreement is terminated (i) by the Company pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) 5.5.3 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer and the Company parties would not enter into this Agreement; accordingly, if the Company or Parent fails promptly to promptly pay the amount any amounts due pursuant to this Section 11.5(b)Sections 5.5.2 or 5.5.3, as the case may be, and, in order to obtain such the payment, either the Buyer Company or Parent commences a suit which results in a judgment against the Company other party for the fee, charges or expenses payments set forth in this Section 11.5(b)5.5.2 or 5.5.3, as the case may be, the Company prevailing party shall pay be entitled to the Buyer its reasonable costs and expenses (including reasonable attorney's attorneys' fees) in connection with such suitits suit from the non-prevailing party, together with interest on the amount so owing amounts due from each date for payment until the date of the payment at the prime lending rate of Citibank, N.A. in effect on the date such the payment was required to be mademade plus 2 percent.

Effect of Termination and Abandonment. (a) In Except as provided in Sections 8.05(b), 8.05(c) and 8.05(d) below, in the event of termination of this Agreement and the abandonment of the Transactions Mergers pursuant to this Article XIARTICLE VIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last sentence foregoing to the contrary, that (1) no such termination shall relieve any Party of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII any liability or damages resulting from any willful material breach of this Agreement (subject only, with respect to any such liability or damages of the Company or Parent, as applicable, to Sections 8.05(f) and 8.05(g)), and (2) the provisions set forth in Section 6.06(b), the provisions of Section 6.18 which by their express terms survive any termination, this Section 8.05 and ARTICLE IX and the relevant definitions shall survive terminationthe termination of this Agreement. (b) In the event that this Agreement is terminated (i) by the Company Parent pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii8.04(b), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two (2) Business Days after the date of such termination, pay Buyer to Parent a termination fee of $22,000,000 31,000,000 (the “Termination Fee”) by wire transfer of same day funds to an account designated by Parent. (c) In the event that this Agreement is terminated by the Company pursuant to Section 8.03(b), then the Company shall, prior to or concurrently with such termination, pay to Parent the Termination Fee by wire transfer of same day funds to an account designated by Parent. (d) In the event that (1) this Agreement is terminated pursuant to Sections 8.02(a), 8.02(b) or 8.04(a), (2) an Acquisition Proposal shall have been received by the Company or its Representatives or any Person shall have publicly proposed or publicly announced an intention (whether or not conditional) to make an Acquisition Proposal (and, in the case of a termination pursuant to Section 8.02(b), such Acquisition Proposal or publicly proposed or announced intention shall have been made prior to the Stockholders Meeting or termination of this Agreement (as applicable) and (3) within twelve (12) months following the termination of this Agreement, the Company enters into a definitive written agreement providing for an Acquisition Proposal or an Acquisition Proposal is consummated, then, within two (2) Business Days after the earlier of entry into a definitive agreement in respect of the Acquisition Proposal or the consummation of the Acquisition Proposal, the Company shall pay to Parent the Termination Fee by wire transfer of same day funds to an account designated by Parent (provided, that for purposes of this 8.05(d), the term “Acquisition Proposal” will have the meaning assigned to such term herein, except that the references to “20%” and “80%” will be deemed to be references to “50%”). (e) In the event that this Agreement is terminated pursuant to Sections 8.03(a) or 8.03(c), then Parent shall promptly, but in no event later than two days (2) Business Days after being notified the date of such by Buyertermination, pay all of to the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to Company a maximum amount termination fee of $4,000,00053,000,000 (the “Parent Termination Fee”), in each case payable by wire transfer of same day funds. Notwithstanding funds to an account designated by the foregoing, in the Company. (f) In no event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, shall the Company shall promptlybe required to pay the Termination Fee to Parent, but in no event later or Parent be required to pay the Parent Termination Fee to the Company, on more than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with one occasion. All payments under this Agreement and the Transactions up to a maximum amount of $5,000,000, payable Section 8.05 will be made by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect funds to the breach account designated by Parent or the Company, as the case may be. Each of any covenant or agreement set forth in this Agreement. The Company the Company, the Partnership, Partnership Merger Sub, Parent and Merger Sub acknowledges that (1) the agreements contained in this Section 11.5(b) 8.05 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, (2) without these agreements, Buyer Parent, Merger Sub, the Company, the Partnership and the Company Partnership Merger Sub would not enter into this Agreement and (3) neither the Termination Fee nor the Parent Termination Fee is a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, or the Company, the Partnership and Partnership Merger Sub, as applicable, in the circumstances in which such Termination Fee or Parent Termination Fee is payable for the efforts and resources expended and the opportunities forgone while negotiating this Agreement and in reliance on this Agreement and the expectation of the consummation of the transactions contemplated by this Agreement; accordingly. Accordingly, if the Company either Party fails to promptly pay the amount applicable termination fee when due pursuant to this Section 11.5(b), or any portion thereof and, in order to obtain such payment, the Buyer other Party commences a suit which results in a judgment final and nonappealable Order against the Company other Party for the feesuch Termination Fee or Parent Termination Fee, charges as applicable, or expenses set forth in this Section 11.5(b)any portion thereof, the Company prevailing Party shall pay to the Buyer other Party its reasonable documented costs and expenses (including reasonable attorney's fees’s fees and disbursements) in connection with such suit, together with interest on the amount so owing of the Termination Fee or Parent Termination Fee, as applicable (or any portion thereof that has not been paid timely in accordance with this Agreement), at the prime lending rate of Citibank, N.A. set forth in The Wall Street Journal in effect on the date such payment was required to be mademade through the date of payment. Any interest payable hereunder shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed from the date such amounts were required to be paid until (but excluding) the date of actual payment. (g) Notwithstanding anything to the contrary in this Agreement, in the event that the Termination Fee or the Parent Termination Fee is paid pursuant to this Section 8.05, Parent’s right to receive payment of the Termination Fee and such other amounts described herein or the Company’s right to receive payment of the Parent Termination Fee and such other amounts described herein, as the case may be, shall be the sole and exclusive remedy of the receiving Party and its Affiliates and Representatives against the other Party and its Affiliates and Representatives under this Agreement or arising out of or related to this Agreement or the transactions contemplated hereby, and upon payment of such amount, none of the paying Party or any of its Affiliates or Representatives shall have any liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby, in each case, whether based on Contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law or otherwise.

Effect of Termination and Abandonment. (a) In If this Agreement is terminated and the event of Merger and the transactions contemplated hereby are abandoned, except as otherwise set forth in Section 9.02(b) or elsewhere in this Agreement, no party will have any Liability or further obligation under this Agreement, except that Sections 6.08(c)–6.08(e), this Section 9.02 and Article X, as well as any relevant definitions, will survive termination of this Agreement and the abandonment of the Transactions pursuant to this Article XI, this Agreement (other than as set forth remain in Sections 12.1, 12.2 full force and this Section 11.5) shall become void effect and of no effect with no liability on the part of except that termination will not relieve a party from Liability for any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII willful breach by it of this Agreement shall survive terminationAgreement. (b) In Notwithstanding any provision in this Agreement to the event that contrary, if this Agreement is terminated (i) (A) by the Company or Purchaser pursuant to Section 9.01(f)(1) or (B) by the Company pursuant to Section 11.3(a9.01(d) or Section 9.01(g), and (C) in the case of each of (i)(A) and (i)(B) a Superior Proposal existed between the date hereof and the date of the termination of this Agreement and, concurrently with or within twelve months after any such termination, the transactions contemplated by such Superior Proposal are consummated or the Company or its Subsidiaries shall enter into any letter of intent, agreement in principle or definitive agreement with respect to such Superior Proposal, (ii) by Buyer Purchaser pursuant to Section 11.4(a) or (b9.01(f)(2) or (iii) by either Party the Company pursuant to Section 11.2(ii)9.01(f)(3) then, in the case of this clause (iii)each case, if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall pay to Purchaser the Termination Fee by wire transfer of immediately available funds to an account specified in writing by Purchaser, such payment to be made promptly, but in no event later than two (x) in the case of clause (i), the earlier to occur of the transactions contemplated by the Superior Proposal and the entry into such letter of intent, agreement in principle or definitive agreement with respect to such Superior Proposal, (y) in the case of clause (ii), on the first Business Days after the date of Day following such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, or (z) in the event that this Agreement is terminated by either party pursuant to Section 11.2(iicase of clause (iii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of concurrent with such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreementtermination. The Company acknowledges that the agreements contained in this Section 11.5(b9.02(b) are an integral part of the Transactions, transactions contemplated by this Agreement and that, that without these agreements, Buyer and the Company agreements Purchaser would not enter into this Agreement; accordingly, if the . The amount payable by Company fails to promptly pay the amount due Purchaser pursuant to this Section 11.5(b), and, in order 9.02(b) constitutes liquidated damages and not a penalty and shall be the sole and exclusive remedy of Purchaser with respect to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth termination listed in this Section 11.5(b9.02(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability or further obligation of any kind on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); , except (i) as provided in Section 9.01 and (ii) that the agreements contained in the last sentence no such termination shall relieve any party hereto of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII any liability or damages resulting from any willful breach of this Agreement shall survive terminationAgreement. (bi) In Napa shall immediately pay or cause to be paid a termination fee, representing liquidated damages, of $1.9 million (the “Termination Fee”) to Parent payable by wire transfer of immediately available funds to an account specified by Parent in the event of any of the following: (1) in the event that (A) an Acquisition Proposal shall have been made to Napa or any of its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to Napa and (B) thereafter this Agreement is terminated by either Parent or Napa pursuant to (ix) Section 8.02(a) for failure of the Merger to be consummated by the Company date specified therein and such failure is the result of the knowing action or inaction of Napa or (y) Section 8.02(b)(ii) and (C) within twelve (12) months of the termination of this Agreement, Napa consummates an Acquisition Proposal; (2) this Agreement is terminated by Napa pursuant to Section 11.3(a8.03(a); or (3) this Agreement is terminated by Parent or Bank pursuant to Section 8.04(b) or Section 8.04(c). (ii) Any Termination Fee or Shareholder Termination Fee required by Buyer pursuant to this Section 11.4(a8.05(b) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall be paid promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee ; provided that with respect to clause (2) of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote8.05 (b)(i), the Company Termination Fee shall promptlybe paid by Napa prior to termination of this Agreement; and provided further that with respect to clause (1) of Section 8.05(b)(i), but in no event later than the Termination Fee shall be paid prior to Napa’s entering into an Alternative Acquisition Agreement or consummating, approving or recommending an Acquisition Proposal or within two days after being notified of Business Days following notice from Parent if Napa shall have failed to oppose such by BuyerAcquisition Proposal. (iii) Such Termination Fee or Shareholder Termination Fee, pay all of as the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000case may be, payable by wire transfer of same day funds. The Company's shall upon payment shall thereof be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives for Parent with respect to the any breach of any covenant or agreement set forth in this Agreement. The Company giving rise to such payment, subject to Section 8.05(c). (c) Napa acknowledges that the agreements contained in this Section 11.5(bparagraph (b) above are an integral part of the Transactionstransactions contemplated by this Agreement, and that, that without these agreements, Buyer such agreements Parent and the Company Bank would not enter have entered into this Agreement; accordingly, if the Company and that such amounts do not constitute a penalty. If Napa fails to promptly pay Parent any amounts due under paragraph (b) above within the amount due pursuant to this Section 11.5(b)time period specified therein, and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company Napa shall pay to the Buyer its reasonable all costs and expenses (including reasonable attorney's attorneys’ fees) incurred by Parent from the date such amounts were required to be paid in connection with any action, including the filing of any lawsuit, taken to collect payment of such suitamounts, together with interest on the amount so owing of any such unpaid amounts at the publicly announced prime lending rate of Citibank, N.A. interest printed in effect The Wall Street Journal on the date such payment was required to be made.. ARTICLE IX

Effect of Termination and Abandonment. (a) In Except as otherwise provided in this Section 8.06, in the event of termination of this Agreement and the abandonment of the Constellation OP Contribution, the RED REIT Contribution, the REIT Mergers and the Table of Contents other Transactions pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provided, however, that, and notwithstanding anything in the last sentence foregoing to the contrary, (1) no such termination shall relieve any party hereto of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII any liability or damages to the Other Parties resulting from any actual fraud or Willful Breach of this Agreement (in which case an aggrieved party shall be entitled to all rights and remedies available at law or in equity), (2) no such termination shall relieve any party hereto from its obligation to pay the Termination Fee (including any portion thereof) or Transaction Expenses, as applicable, in each case if, as and when required pursuant to this Section 8.06, and (3) the Confidentiality Agreement, the provisions set forth in Section 4.06, Section 6.08(b), this Section 8.06 and Article IX and the relevant definitions shall survive terminationthe termination of this Agreement. (b) In the event that this Agreement is validly terminated (i) by the Company Nova I pursuant to Section 11.3(a8.03(d) (Nova I Superior Proposal), Nova I shall pay 45.95% of the Nova I Termination Fee to Nova II and 54.05% of the Nova I Termination Fee to Constellation OP, in each case concurrently with such termination, payable by wire transfer of same-day funds. (c) In the event that this Agreement is validly terminated by Nova II pursuant to Section 8.04(d) (Nova II Superior Proposal), Nova II shall pay 47.03% of the Nova II Termination Fee to Nova I and 52.97% of the Nova II Termination Fee to Constellation OP, in each case concurrently with such termination, payable by wire transfer of same-day funds. (d) In the event that this Agreement is validly terminated by (1) Nova II pursuant to Section 8.04(c) (Nova I Change of Recommendation) or (ii2) by Buyer Constellation OP pursuant to Section 11.4(a8.05(c) or (b) or (iii) by either Party pursuant to Section 11.2(iiNova I Change of Recommendation), Nova I shall pay 45.95% of the Nova I Termination Fee to Nova II and 54.05% of the Nova I Termination Fee to Constellation OP, in the each case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days (2) business days after the date of such termination, payable by wire transfer of same-day funds. (e) In the event that this Agreement is validly terminated by (1) Nova I pursuant to Section 8.03(c) (Nova II Change of Recommendation) or (2) Constellation OP pursuant to Section 8.05(d) (Nova II Change of Recommendation), Nova II shall pay Buyer a termination fee 47.03% of $22,000,000 the Nova II Termination Fee to Nova I and shall 52.97% of the Nova II Termination Fee to Constellation OP, in each case promptly, but in no event later than two (2) business days after being notified the date of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000termination, payable by wire transfer of same same-day funds. The Company's payment shall be . (f) If (1) after the sole date of this Agreement, (A) a Nova I Acquisition Proposal is publicly proposed or disclosed and exclusive remedy is not withdrawn at least five (5) business days prior to the Nova I Stockholders Meeting and there is a valid termination by Nova I, Nova II or Constellation OP pursuant to Section 8.02(b)(1) (Failure to Obtain Nova I Requisite Vote), or (B) a Nova I Acquisition Proposal is publicly proposed or disclosed or otherwise communicated to the Nova I Board, and is not withdrawn at least five (5) business days prior to a valid termination (i) by Nova I, Nova II or Constellation OP pursuant to Section 8.02(b)(2) (Failure to Hold Nova I Stockholders Meeting), (ii) by Nova II pursuant to Section 8.04(a) (Nova I Terminable Breach) or Section 8.04(e) (Breach of Buyer against Certain Nova I Covenants) or (iii) by Constellation OP pursuant to Section 8.05(a) (Nova I Terminable Breach) or Section 8.05(e) (Breach of Certain Nova I Covenants) and (2) at any time on or prior to the Company and twelve (12)-month anniversary of such termination, Nova I or any Nova I Subsidiary has entered into a definitive agreement in respect of any Nova I Acquisition Proposal or consummated any Nova I Acquisition Proposal (in each case, other than a Nova I Acquisition Proposal involving Nova II, Constellation OP or any of its Subsidiaries and their respective directorsSubsidiaries), officersthen Nova I shall pay to (x) Nova II, employees45.95% of the Nova I Termination Fee less any Transaction Expenses previously paid to Nova II pursuant to Section 8.06(k) and (y) Constellation OP, agents54.05% of the Nova I Termination Fee less any Transaction Expenses previously paid to Constellation OP pursuant to Section 8.06(k), advisors or other representatives in each case concurrently with respect the earlier of entering into such definitive agreement and consummating such Nova I Acquisition Proposal. For purposes of this Section 8.06(f), the term “Nova I Acquisition Proposal” has the meaning assigned to the breach of any covenant or agreement set forth such term in this Agreement. The Company acknowledges , except that the agreements contained in this Section 11.5(breferences to “twenty percent (20%) or more” are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required deemed to be madereferences to “fifty percent (50%) or more”.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability or further obligation of any kind on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); , except (i) as provided in Section 9.01 and (ii) that the agreements contained in the last sentence no such termination shall relieve any party hereto of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII any liability or damages resulting from any willful breach of this Agreement shall survive terminationAgreement. (bi) In Napa shall immediately pay or cause to be paid a termination fee, representing liquidated damages, of $1.9 million (the “Termination Fee”) to Parent payable by wire transfer of immediately available funds to an account specified by Parent in the event of any of the following: (1) in the event that (A) an Acquisition Proposal shall have been made to Napa or any of its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to Napa and (B) thereafter this Agreement is terminated by either Parent or Napa pursuant to (ix) Section 8.02(a) for failure of the Merger to be consummated by the Company date specified therein and such failure is the result of the knowing action or inaction of Napa or (y) Section 8.02(b)(ii) and (C) within twelve (12) months of the termination of this Agreement, Napa consummates an Acquisition Proposal; (2) this Agreement is terminated by Napa pursuant to Section 11.3(a8.03(a); or (3) this Agreement is terminated by Parent or Bank pursuant to Section 8.04(b) or Section 8.04(c). (ii) Any Termination Fee or Shareholder Termination Fee required by Buyer pursuant to this Section 11.4(a8.05(b) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall be paid promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee ; provided that with respect to clause (2) of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote8.05 (b)(i), the Company Termination Fee shall promptlybe paid by Napa prior to termination of this Agreement; and provided further that with respect to clause (1) of Section 8.05(b)(i), but in no event later than the Termination Fee shall be paid prior to Napa’s entering into an Alternative Acquisition Agreement or -56- consummating, approving or recommending an Acquisition Proposal or within two days after being notified of Business Days following notice from Parent if Napa shall have failed to oppose such by BuyerAcquisition Proposal. (iii) Such Termination Fee or Shareholder Termination Fee, pay all of as the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000case may be, payable by wire transfer of same day funds. The Company's shall upon payment shall thereof be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives for Parent with respect to the any breach of any covenant or agreement set forth in this Agreement. The Company giving rise to such payment, subject to Section 8.05(c). (c) Napa acknowledges that the agreements contained in this Section 11.5(bparagraph (b) above are an integral part of the Transactionstransactions contemplated by this Agreement, and that, that without these agreements, Buyer such agreements Parent and the Company Bank would not enter have entered into this Agreement; accordingly, if the Company and that such amounts do not constitute a penalty. If Napa fails to promptly pay Parent any amounts due under paragraph (b) above within the amount due pursuant to this Section 11.5(b)time period specified therein, and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company Napa shall pay to the Buyer its reasonable all costs and expenses (including reasonable attorney's attorneys’ fees) incurred by Parent from the date such amounts were required to be paid in connection with any action, including the filing of any lawsuit, taken to collect payment of such suitamounts, together with interest on the amount so owing of any such unpaid amounts at the publicly announced prime lending rate of Citibank, N.A. interest printed in effect The Wall Street Journal on the date such payment was required to be made. ARTICLE IX MISCELLANEOUS 9.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesaffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last sentence foregoing to the contrary, that (i) except as otherwise provided herein and subject to Section 8.5(d) (including the limitation on liability set forth therein), no such termination shall relieve any party hereto of Section 8.2(a) any liability for damages to the other party hereto resulting from knowing and in Sections 11.5 and 11.6 and in Article XII intentional material breach of this Agreement and (ii) the provisions set forth in this Section 8.5, Section 8.6, Section 6.15(b) (with respect to Parent’s reimbursement and indemnification obligations) and Section 9.1, the Confidentiality Agreements and the Guarantees (to the extent set forth therein) shall survive terminationthe termination of this Agreement. (b) In the event that that: (i) (x) before obtaining the Company Requisite Vote, this Agreement is terminated pursuant to Section 8.2(a) or Section 8.2(b) or Section 8.4(c), (iy) any person shall have made and publicly disclosed an Acquisition Proposal after the date of this Agreement but prior to such termination, and such Acquisition Proposal shall not have been publicly withdrawn prior to such termination or, with respect to a termination pursuant to Section 8.2(b), at least 10 Business Days prior to the Stockholders Meeting and (z) prior to or within nine (9) months of such termination the Company shall have consummated any Acquisition Proposal (in each case whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (y)) (provided that for purposes of this clause (z) the references to “15%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 8.4(a) or 8.4(b); or (iii) this Agreement is terminated by the Company pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii8.3(a), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.;

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XI9, this Agreement (other than as set forth in Sections 12.1, 12.2 shall terminate and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that provided, however, and notwithstanding anything in the foregoing to the contrary, (i) the provisions set forth in this Section 9.05, Article 10 (Miscellaneous and General) and the agreements of the Company, Parent and Merger Sub contained in Section 7.10 (Expenses), the last sentence indemnification and reimbursement obligations of Parent pursuant to Section 8.2(a7.13(b) (Financing) and Section 7.14(f) (Debt Tender Offers; Credit Agreement; Repatriation of Cash), the Guarantees (to the extent set forth therein) and the Confidentiality Agreements shall survive the termination of this Agreement; and (ii) nothing herein shall relieve the Company, Parent or Merger Sub from liability for any fraud or material breach of any of its representations, warranties, covenants and agreements set forth in this Agreement occurring prior to such termination, and any aggrieved party shall be entitled to all rights and remedies at law or in equity, including the right of the aggrieved party to seek the benefit of its bargain (in the case of the Company, the bargain lost by the Company’s shareholders). For the avoidance of doubt, this Section 9.05(a) shall be subject to the limitations on liability contained in Sections 11.5 9.05(b), (c) and 11.6 and in Article XII of this Agreement shall survive termination(f), as applicable to the relevant party. (b) In the event that that: (i) (x) this Agreement is terminated (i1) by either Parent or the Company pursuant to Section 9.02(a), (2) by either Parent or the Company pursuant to Section 9.02(b) or (3) by Parent pursuant to Section 9.04(b) (but only if such termination is in respect of the Company’s breach of its obligations in Sections 7.01 through 7.05 and 7.12 through 7.14), (y) any Person shall (as of the Termination Date, in the case of the foregoing clause (1), as of the Shareholder Meeting at which the adoption of this Agreement by the shareholders of the Company referred to in Section 8.01(a) shall not have been obtained upon a vote taken thereon, in the case of the foregoing clause (2), or prior to the breach in the case of the foregoing clause (3)) have publicly announced or disclosed (or in the case of clause (3) disclosed privately to the Company) and not withdrawn in a bona fide manner an Acquisition Proposal and (z) at any time after the execution of this Agreement and prior to the first anniversary of such termination the Company shall have entered into a definitive agreement with respect to any Acquisition Proposal or the transactions contemplated by any Acquisition Proposal are consummated (provided that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 9.04(a); or (iii) this Agreement is terminated by the Company pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii9.03(a), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.;

Effect of Termination and Abandonment. (a) In Except as provided in this Section 8.5 and Sections 9.1 and 9.9, in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII by any party or parties to this Agreement, written notice thereof shall be given to the other parties to this Agreement specifying the provisions of this Article VIII pursuant to which such termination is made and the basis therefore described in reasonable detail, and upon such termination, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directorsRepresentatives or Affiliates); provided, officershowever, employeesand notwithstanding anything herein to the contrary, agentsthat (i) no such termination shall relieve any party hereto of any liability or damages to the other parties hereto resulting from any fraud or intentional material breach of any representation, legal and financial advisors warranty, covenant or other representatives)agreement set forth in this Agreement; provided that and (ii) the agreements contained provisions set forth in this Section 8.5 and Article IX shall survive the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII termination of this Agreement shall survive terminationAgreement. (b) In the event that this Agreement is terminated (i) by the Company Parent pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii8.4(b), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, pay to Parent a termination fee of $232,000,000 (the “Termination Fee”) promptly (but in no event later than two Business Days business days) after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in In the event that this Agreement is to be terminated by either party the Company pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote8.3(b), then the Company shall promptly, but in no pay Parent the Termination Fee immediately prior to such termination. (c) In the event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up that (i) a Bona Fide Acquisition Proposal shall have been made to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and or any of its Subsidiaries and their respective directorsor any of the stockholders of the Company or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal; (ii) thereafter this Agreement is terminated by Parent or the Company pursuant to Section 8.2(b), officers, employees, agents, advisors or other representatives with respect by Parent pursuant to Section 8.4(a) due to the breach of Company’s failure to perform any covenant or agreement set forth in this Agreement or by Parent or the Company pursuant to Section 8.2(a) at a time when this Agreement was terminable by Parent pursuant to Section 8.4(a) due to the Company’s failure to perform any covenant or agreement set forth in this Agreement; and (iii) within nine months after any such termination (A) the Company or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement with respect to, or shall have approved or recommended to the Company’s stockholders or otherwise not opposed, an Acquisition Proposal; or (B) there shall have been consummated an Acquisition Proposal, then the Company shall pay the Termination Fee to Parent upon the earlier of (1) the consummation of such Acquisition Proposal, or (2) entry into such Alternative Acquisition Agreement, by wire transfer of immediately available funds; provided, that the Termination Fee payable pursuant to this Section 8.5(c) shall be reduced by the Expense Reimbursement, if any, actually paid to Parent pursuant to Section 8.5(d). The For purposes of this Section 8.5(c), the references to “15% or more” in the definition of Acquisition Proposal shall be deemed to be references to “more than 50%.” (d) In the event that this Agreement is terminated (i) by Parent or the Company pursuant to Section 8.2(b) after a Bona Fide Acquisition Proposal shall have been made to the Company or any of its Subsidiaries or any of the stockholders of the Company or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal; or (ii) by Parent pursuant to Section 8.4(a) due to the Company’s failure to perform any covenant or agreement set forth in this Agreement, then the Company shall pay to Parent its and its Affiliates’ reasonable costs, fees, and expenses incurred in connection with their investigation, consideration, documentation, diligence and negotiation of this Agreement and the Transactions, including all fees and expenses of Parent’s and its Affiliates’ Representatives and Financing Sources (the “Expense Reimbursement”); provided, that the Expense Reimbursement shall not exceed $15,000,000. For the avoidance of doubt, the Expense Reimbursement shall not be the sole and exclusive remedy of Parent or Merger Sub against the Company. (e) All payments under this Section 8.5 shall be made by wire transfer of immediately available funds to an account designated in writing by Parent. (f) Each of Parent and the Company acknowledges that the agreements contained in this Section 11.5(b) 8.5 are an integral part of the Merger and the other Transactions, and that, without these agreements, Buyer and none of Parent, Merger Sub or the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the any amount due to Parent pursuant to this Section 11.5(b)8.5, and, in order to obtain such payment, the Buyer Parent commences a suit which Proceeding that results in a judgment an Order against the Company for the fee, charges or expenses set forth in this Section 11.5(b)Company, the Company shall pay to Parent the Buyer its reasonable costs and expenses (including reasonable attorney's fees’s fees and expenses) in connection with such suit, together with Proceeding and shall pay interest on the amount so owing payable pursuant to such Order, compounded quarterly, at the prime lending rate of Citibankprevailing during such period as published in The Wall Street Journal, N.A. in effect calculated on a daily basis from the date such payment was amounts were required to be madepaid (but for such Proceeding) until the date of actual payment. (g) Subject to Section 8.5(a) and 8.5(f), in the event that the Termination Fee is paid by the Company to Parent in accordance with this Section 8.5, the payment of the Termination Fee shall be the sole and exclusive remedy of Parent or Merger Sub against the Company for any and all losses, claims, damages, liabilities, costs, fees, expenses (including reasonable attorney’s fees and disbursements), judgments, inquiries and fines suffered as a result of any breach of any representation, warranty, covenant or obligation in this Agreement by the Company, and neither the Company nor any of its Subsidiaries nor any of their respective former, current or future Representatives, agents, partners, managers, members, stockholders, assignees or Affiliates shall have any further liability or obligations relating to or arising out of this Agreement; provided, however, that the foregoing shall not impair the rights of Parent, if any, to obtain injunctive relief pursuant to Section 9.6 prior to any termination of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and by either Buyer or the abandonment of the Transactions pursuant to this Article XICompany as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, Merger LLC, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (other than as set forth in Sections 12.1, 12.2 Press Releases) and 9.4 (Expenses) and this Section 11.5) 8.2 shall become void and survive such termination; provided, however, that, notwithstanding anything to the contrary herein, none of no effect with no liability on Buyer, Merger LLC or the part Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII provision of this Agreement or any fraud; provided, further, that the Confidentiality Agreement shall survive terminationthe termination of this Agreement and shall remain in full force and effect in accordance with its terms. (b) In the event this Agreement is terminated by Buyer pursuant to Section 8.1(f) or by the Company pursuant to Section 8.1(g), the Company shall pay to Buyer an amount equal to $5,025,000 (the “Termination Fee”). (c) In the event that this Agreement is terminated (i) by Buyer or the Company pursuant to Section 11.3(a8.1(b) or Section 8.1(e) due to the failure to obtain the Company Stockholder Approval, and (i) an Acquisition Proposal with respect to the Company shall have been publicly announced prior to the Company Meeting or prior to the date specified in Section 8.1(b), as applicable, and (ii) within 12 months of such termination, the Company shall have (x) consummated an Acquisition Proposal or (y) entered into a definitive agreement with respect to an Acquisition Proposal, then the Company shall pay to Buyer an amount equal to the Termination Fee. For purposes of this Section 8.2(c), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%.” (d) In the event that this Agreement is terminated by Buyer pursuant to Section 11.4(a8.1(c) based on a willful breach by the Company, and (i) an Acquisition Proposal with respect to the Company shall have been publicly announced prior to any such breach by the Company of any representation, warranty, covenant or other agreement giving rise to such termination by Buyer or during the cure period therefor provided in Section 8.1(c) and (ii) within 12 months of such termination, the Company shall have (x) consummated an Acquisition Proposal or (by) or (iii) by either Party pursuant entered into a definitive agreement with respect to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such votean Acquisition Proposal, then the Company shall promptlypay to Buyer an amount equal to the Termination Fee. For purposes of this Section 8.2(d), but all references in no event later the definition of Acquisition Proposal to “20%” shall instead refer to “50%.” (e) Any payment of the Termination Fee required to be made pursuant to this Section 8.2 shall be made not more than two Business Days after the date of the event giving rise to the obligation to make such payment, unless the Termination Fee is payable as a result of the termination of this Agreement by the Company pursuant to Section 8.1(g), in which case the Termination Fee shall be payable concurrently with, and as a condition of, such termination, pay Buyer a termination fee of $22,000,000 and . All payments under this Section 8.2 shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable be made by wire transfer of same day fundsimmediately available funds to an account designated by Buyer. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant Subject to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote8.2(a), the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all right to receive payment of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be Termination Fee under Section 8.2(b) will constitute the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors officers and directors for damages or other representatives any equitable relief arising out of or in connection with respect to the breach of any covenant or agreement set forth in this Agreement. The , any of the transactions or any matters forming the basis for such termination. (f) Buyer and the Company acknowledges acknowledge that the agreements contained in this Section 11.5(b) 8.2 are an integral part of the Transactions, transactions contemplated by this Agreement and that, without these agreements, Buyer and the Company would not enter have entered into this Agreement; accordingly. Accordingly, if the Company fails promptly to promptly pay the any amount due pursuant to this Section 11.5(b), 8.2 and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses amount set forth in this Section 11.5(b)8.2, the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's feesattorneys’ fees and expenses) in connection with such suit, together with interest on the amount so owing of the Termination Fee at the prime lending rate of Citibank(as reported in The Wall Street Journal or, N.A. if not reported therein, in effect another authoritative source) on the date such payment was required to be made.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided, however, that (i) except as otherwise provided that herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement and (ii) the agreements contained provisions set forth in the last second sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII 9.1 shall survive the termination of this Agreement shall survive terminationAgreement. (b) In the event that (i) an Acquisition Proposal shall have been made to the Company or any of its Subsidiaries or any of its Shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification at least (A) thirty (30) Business Days prior to, with respect to any termination pursuant to Section 8.2(a), and (B) at least ten (10) Business Days prior to, with respect to termination pursuant to Section 8.2(b)) and thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(a) or 8.2(b), (ii) this Agreement is terminated (iA) by Parent pursuant to Section 8.4(a), or, with respect to a breach of a covenant or agreement (but not with respect to a breach of a representation or warranty), by Parent pursuant to Section 8.4(b) or (B) by the Company pursuant to Section 11.3(a8.2(b) and, on or (ii) by Buyer pursuant prior to the date of the Shareholders Meeting, any event giving rise to Parent’s right to terminate under Section 11.4(a) or (b) 8.4 shall have occurred or (iii) this Agreement is terminated by either Party the Company pursuant to Section 11.2(ii8.3(a), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days days after the date of such termination, pay Buyer Parent a termination fee of $22,000,000 and 21,000,000 (the “Termination Fee”) (provided, however, that the Termination Fee to be paid pursuant to clause (iii) shall promptly, but be paid as set forth in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case Section 8.3) payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party provided, however, no Termination Fee shall be payable to Parent pursuant to Section 11.2(iiclause (i) of this paragraph (b) unless and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(zuntil within twelve (12) thereof at the time months of such vote, termination the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and or any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives shall have entered into an Alternate Acquisition Agreement with respect to, or shall have consummated or shall have approved or recommended to the breach Company’s Shareholders or otherwise not opposed, an Acquisition Proposal; provided that for purposes of any covenant or agreement set forth in this Agreement, an Acquisition Proposal shall not be deemed to have been “publicly withdrawn” by any Person if, within twelve (12) months of such termination, the Company or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement with respect to, or shall have consummated or shall have approved, adopted or recommended to the Company’s Shareholders or otherwise not opposed, an Acquisition Proposal made by or on behalf of such Person or any of its Affiliates. The Company acknowledges that the agreements contained in this Section 11.5(b8.5(b) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer Parent and the Company Merger Sub would not enter into this Agreement; accordingly, if the Company fails to promptly pay the any amount due pursuant to this Section 11.5(b8.5(b), and, in order to obtain such payment, the Buyer Parent or Merger Sub commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth to which reference is made in this Section 11.5(bparagraph (b), the Company shall pay to the Buyer Parent or Merger Sub its reasonable costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing of the fee at the prime lending rate of Citibank, Citibank N.A. in effect on the date such payment was required to be made. Notwithstanding anything to the contrary in this Agreement, the parties hereby acknowledge that in the event that the Termination Fee becomes payable and is paid by the Company to Parent pursuant to this Section 8.5(b), the Termination Fee shall be Parent’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (other than i) as set forth in Sections 12.1subsection (b), 12.2 (c) and this (d) below and Section 11.59.01, (ii) shall become void and of no effect with no that termination will not relieve a breaching party from liability on the part for any willful breach of any party hereto (covenant, agreement, representation or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII warranty of this Agreement shall survive terminationgiving rise to such termination and (iii) any other provision of this Agreement which expressly survives the termination of this Agreement. (b) In the event that this Agreement is terminated (i) is terminated by the Company pursuant to Section 11.3(a8.01(d)(ii) after a bona fide Acquisition Proposal for the Company shall have been made or publicly announced, or any person shall have publicly announced a bona fide intention (whether or not conditional) to make an Acquisition Proposal, or (ii) is terminated by Buyer Parent pursuant to Section 11.4(a8.01 (e) or (b) or (iii) by either Party pursuant to Section 11.2(iif), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of upon such vote, then termination the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer to Parent a termination fee fee, representing liquidated damages, of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all 1,200,000 (the “Termination Fee”). The payment of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment Termination Fee shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives available to a party with respect to the breach of any covenant or agreement giving rise to such a payment and Parent shall be entitled to pursue all remedies to which it is entitled at law or equity. (c) In the event this Agreement is terminated by Parent because the Company breached any covenant or obligation contained in this Agreement and that breach entitled Parent to terminate this Agreement pursuant to Section 8.01(b) (provided that the Company is not entitled to terminate this Agreement at such time pursuant to Section 8.01(b)), and subject to Parent executing a waiver of its rights under Section 8.02(b)(ii), the Company will pay Parent $400,000 in immediately available funds as agreed-upon liquidated damages and as the sole and exclusive remedy of Parent under this Agreement, subject to the following sentence. The Company shall, as a condition to any transaction or agreement with an Acquiring Party, pay Parent an additional $800,000 in liquidated damages if (i) Parent terminates the Agreement because the Company breached any covenant or obligation contained in this Agreement and that breach entitled Parent to terminate this Agreement pursuant to Section 8.01(b) and (ii) within 12 months of such termination (A) any Person (other than Parent) (an “Acquiring Party”) has acquired, by purchase, merger, consolidation, sale, assignment, lease, transfer or otherwise, in one transaction or any related series of transactions, a majority of the voting power of the outstanding securities of the Company or all or substantially all of the assets of the Company, (B) there has been consummated a merger, consolidation or similar business combination between the Company or one of its Subsidiaries and an Acquiring Party or (C) the Company has agreed to any of the foregoing. (d) In the event this Agreement is terminated by the Company because Parent breached any covenant or obligation contained in this Agreement and that breach entitled the Company to terminate this Agreement under Section 8.01(b) (provided that Parent is not entitled to terminate this Agreement at such time pursuant to Section 8.01(b)), and subject to the Company executing a waiver of its rights under Section 8.02(b)(ii), Parent will pay the Company $400,000 in immediately available funds as agreed-upon liquidated damages and as the sole and exclusive remedy of the Company under this Agreement. (e) Any amount that becomes payable to a party pursuant to this Section 8.02 shall be paid by wire transfer of immediately available funds to an account designated by such party either if this Agreement is terminated by a party and the termination meets the conditions set forth in this Agreement. Section 8.02 at or prior to such termination by the party. (f) The Company acknowledges and Parent agree that the agreements contained in this Section 11.5(bparagraphs (b), (c), (d) and (e) above are an integral part of the Transactionstransactions contemplated by this Agreement, and that, that without these agreements, Buyer such agreements Parent and the Company would not enter have entered into this Agreement; accordingly, if the Company and that such amounts do not constitute a penalty. If a party fails to promptly pay the amount other party the amounts due pursuant to this Section 11.5(bunder paragraph (b), and(c) and (d) above within the time periods specified in paragraph (e) above, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company party shall pay to the Buyer its reasonable all costs and expenses (including reasonable attorney's fees) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to collect payment of such suitamounts, together with interest on the amount so owing of any such unpaid amounts at the publicly announced prime lending or base rate of CitibankBank of America, N.A. in effect on from the date such payment was amounts were required to be madepaid.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIIX, this Agreement (other than as set forth in Sections 12.1, 12.2 shall terminate and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that provided, however, and notwithstanding anything in the foregoing to the contrary, the provisions set forth in this Section 9.5, Article X and the agreements of the Company, Parent and Merger Sub contained in Section 7.10 and the last sentence of Section 8.2(aConfidentiality Agreement(s) and in Sections 11.5 and 11.6 and in Article XII shall survive the termination of this Agreement shall survive terminationAgreement. (b) In the event that this Agreement is terminated terminated: (i) (A) (x) by either Parent or the Company pursuant to Section 9.2(a) (the Section relating to the Termination Date), (y) by either Parent or the Company pursuant to Section 9.2(b) (the Section relating to the failure to obtain the Company Stockholder Approval) or (z) by Parent pursuant to Section 9.4(b) (the Section relating to breaches of the Company’s representations, warranties, covenants and agreements), (B) (x) in the event of a termination pursuant to Section 9.2(b), any Person shall have announced, commenced, publicly disclosed, made or made known to the Company an Acquisition Proposal, and not withdrawn such Acquisition Proposal, prior to the Company Stockholders Meeting, or (y) in the event of a termination pursuant to Section 9.2(a) or Section 9.4(b), any Person shall have announced, commenced, publicly disclosed, made or made known to the Company an Acquisition Proposal, and not withdrawn such Acquisition Proposal, prior to such termination and (C) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to any Acquisition Proposal or the transactions contemplated by any Acquisition Proposal are consummated (provided that for purposes of this clause (C) the references to “twenty percent (20%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) by Parent pursuant to Section 9.4(a) (the Section relating to a Company Adverse Recommendation Change); or (iii) by the Company pursuant to Section 11.3(a9.3(a) or (ii) by Buyer pursuant the Section relating to Section 11.4(a) or (b) or (iii) by either Party pursuant termination to Section 11.2(iienter into an Alternative Acquisition Agreement), the Company shall (1) in the case of this clause (iii)i) above, if upon the Voting Agreement has not been terminated pursuant earlier of entering into such definitive agreement with respect to Section 8(b)(i)(zsuch Acquisition Proposal or consummation of the transactions contemplated by such Acquisition Proposal, (2) thereof at in the time case of such voteclause (ii) above, then the Company shall promptly, but in no event later than two (2) Business Days after the date of such termination and (3) in the case of clause (iii) above, immediately prior to, or concurrent with, such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such Parent or any Person designated by Buyer, pay all of Parent the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable Termination Fee (as defined below) by wire transfer of same day funds. Notwithstanding immediately available funds so long as Parent has provided the foregoing, Company with wire instructions for such payment (it being understood that in no event shall the Company be required to pay the Termination Fee on more than one (1) occasion). (c) In the event that this Agreement is (i) terminated by either party the Company pursuant to Section 11.2(ii9.3(b) and or Section 9.3(c), or (ii) terminated by Parent or the Voting Agreement has been terminated Company pursuant to Section 8(b)(i)(z9.2(a) thereof (and at the time of such votetermination, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with could have terminated this Agreement and pursuant to Section 9.3(b) or Section 9.3(c)), Parent shall pay, or cause to be paid, to the Transactions up Company or any Person designated by the Company an amount equal to a maximum amount of $5,000,000, payable 24,000,000 (the “Parent Termination Fee”) by wire transfer of same day funds. The Company's payment immediately available funds no later than two (2) Business Days after the date of such termination (it being understood that in no event shall Parent be required to pay the sole and exclusive remedy Parent Termination Fee on more than one (1) occasion). (d) Each of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company parties hereto acknowledges that the agreements contained in this Section 11.5(b) 9.5 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, that without these agreements, Buyer and the Company other parties would not enter into this Agreement; accordingly. Each of the parties hereto acknowledges that each of the Termination Fee and the Parent Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent or the Company, as the case may be, in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. Accordingly, if the Company fails to promptly pay the amount Termination Fee when due pursuant to this Section 11.5(b)9.5 or Parent fails to promptly pay the Parent Termination Fee when due pursuant to this Section 9.5, and, in order to obtain such payment, Parent or the Buyer Company, as the case may be, commences a suit Proceeding which results in a judgment against the Company or Parent for the fee, charges or expenses payment set forth in this Section 11.5(b)9.5, or any portion thereof, the Company shall pay to Parent, or Parent shall pay the Buyer Company, its reasonable and documented costs and expenses (including reasonable attorney's and documented attorneys’ fees) in connection with such suitProceeding, together with interest on the such amount so owing at the prime lending rate of Citibank, N.A. as published in the Wall Street Journal in effect on the date such payment was required to be mademade through the date of payment. (e) Notwithstanding anything to the contrary in this Agreement, the Termination Fee and, if applicable, the costs and expenses of Parent pursuant to Section 9.5(d) shall, subject to Section 10.6, be the sole and exclusive monetary remedy of Parent, Merger Sub and the other Parent Related Parties against (i) the Company, its Subsidiaries and their respective Affiliates and (ii) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Persons listed in clause (i) (the Persons in clauses (i) and (ii) collectively, the “Company Related Parties”) for any loss or damage suffered as a result of the failure of the Merger or the other transactions contemplated by this Agreement to be consummated (whether willfully, intentionally, unintentionally or otherwise) or for a breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representation made or alleged to have been made in connection herewith or therewith. For the avoidance of doubt, without limitation to Parent’s remedies pursuant to Section 10.6, (A) none of the Company Related Parties shall have any liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise, other than the payment of the Termination Fee and, if applicable, the costs and expenses of Parent pursuant to Section 9.5(d) and (B) under no circumstances will any of the Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person (including Parent, Merger Sub, any Rollover Stockholder, or any Guarantor) be entitled to seek or obtain, any monetary damage, recovery or award (whether consequential, special, indirect, punitive or otherwise) against any of the Company Related Parties for, or with respect to, this Agreement or the transactions contemplated hereby and thereby (including any breach by the Company), the termination of this Agreement, the failure to consummate the Merger or any claims or Proceedings under applicable Law arising out of any such breach, termination or failure, in each case, whether willfully, intentionally, unintentionally or otherwise, other than from the Company to the extent provided in Section 9.5(b) or Section 9.5(d). This Section 9.5(e) was specifically bargained for and is intended to be for the benefit of, and shall be enforceable by, each of the Company Related Parties. (f) Notwithstanding anything to the contrary in this Agreement, the Parent Termination Fee and, if applicable, the costs and expenses of the Company pursuant to Section 9.5(d) shall, subject to Section 10.6, be the sole and exclusive monetary remedy of the Company or any of the Company Related Parties against (i) Parent, Merger Sub, the Rollover Stockholders, the Guarantors, or any of their respective Affiliates or (ii) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Persons listed in clause (i) (the Persons in clauses (i) and (ii) collectively, the “Parent Related Parties”) for any loss or damage suffered as a result of the failure of the Merger or the other transactions contemplated by this Agreement to be consummated (whether willfully, intentionally, unintentionally or otherwise) or for a breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representation made or alleged to have been made in connection herewith or therewith. For the avoidance of doubt, without limitation to the Company’s remedies pursuant to Section 10.6, (A) none of the Parent Related Parties shall have any liability or obligation relating to or arising out of this Agreement or in respect of representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise, other than the payment of the Parent Termination Fee and, if applicable, the costs and expenses of the Company pursuant to Section 9.5(d) and (B) under no circumstances will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person (including the Company and its Subsidiaries) be entitled to seek or obtain, any monetary damage, recovery or award (whether consequential, special, indirect, punitive or otherwise) against the Parent Related Parties for, or with respect to, this Agreement, the Support Agreements, the Equity Commitment Letters, the Limited Guarantees or the transactions contemplated hereby and thereby (including any breach by Parent, Merger Sub, any Rollover Stockholder, or any Guarantor), the termination of this Agreement, the failure to consummate the Merger or any claims or Proceedings under applicable Law arising out of any such breach, termination or failure, in each case, whether willfully, intentionally, unintentionally or otherwise, other than from Parent to the extent provided in Section 9.5(c) or Section 9.5(d), or each Guarantor’s obligations under its Limited Guarantee. This Section 9.5(f) was specifically bargained for and is intended to be for the benefit of, and shall be enforceable by, each Parent Related Parties.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (other than i) as set forth in Sections 12.1, 12.2 Section 9.01 and this Section 11.5(ii) shall become void and of no effect with no that termination will not relieve a breaching party from liability on the part of for any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII willful breach of this Agreement shall survive giving rise to such termination. (b) In Nortel and Bay agree that Bay shall pay to Nortel the event that this Agreement is terminated sum of $275 million (the "Termination Fee") solely as follows: (i) by the Company if Bay shall terminate this Agreement pursuant to Section 11.3(a8.01(f) or , (ii) by Buyer if (x) Bay or Nortel shall terminate this Agreement pursuant to Section 11.4(a8.01(d)(ii) due to the failure of Bay's stockholders to approve and adopt this Agreement, (y) at any time after the date of this Agreement and at or before the time of the event giving rise to such termination there shall exist an Acquisition Proposal and (bz) within 12 months of the termination of this Agreement, Bay enters into a definitive agreement with any third party with respect to an Acquisition Proposal or an Acquisition Proposal is consummated, (iii) by either Party if Nortel shall terminate this Agreement pursuant to Section 11.2(ii8.01(e), in the case of or (iv) if (w) Nortel shall terminate this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z8.01(c) thereof or Nortel or Bay shall terminate this Agreement pursuant to Section 8.01(d)(i), (x) at any time after the date of this Agreement and at or before the time of the event giving rise to such votetermination there shall exist an Acquisition Proposal, then (y) following the Company existence of such Acquisition Proposal and prior to any such termination, Bay shall promptlyhave intentionally breached (and not cured after notice thereof) any of its material covenants or agreements set forth in this Agreement in any material respect, but in no event and (z) within 12 months of any such termination of this Agreement, Bay shall enter into a definitive agreement with any third party with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. (c) The Termination Fee required to be paid pursuant to Section 8.02(b) shall be payable prior to, and shall be a pre-condition to the effectiveness of any termination of this Agreement pursuant to Section 8.01(f). Any other payment required to be made pursuant to Section 8.02(b) shall be payable to Nortel not later than two Business Days after the date entering into of such terminationa definitive agreement with respect to, pay Buyer or the consummation of, an Acquisition Proposal, as applicable, or a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up pursuant to a maximum amount of $4,000,000, in each case payable by wire transfer of same day fundsSection 8.01(e). Notwithstanding the foregoing, in (i) Nortel may elect, by notice to Bay, to defer the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all payment of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions Termination Fee from time to time for a period of up to a maximum amount six months after the date such fee would otherwise be payable and (ii) the Termination Fee shall cease to be payable immediately following any exercise by Nortel of $5,000,000, payable the Option under the Option Agreement. All payments under this Section 8.02 shall be made by wire transfer of same day funds. The Company's payment shall be immediately available funds to an account designated by the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect party entitled to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such receive payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.

Effect of Termination and Abandonment. (a) In the event of termination of that this Agreement is terminated and the abandonment of the Transactions Merger is abandoned pursuant to this Article XIVII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any member of its directorsthe Parent Group or the Company Group) except as provided in this Section 7.5; provided, officersthat (i) subject to Section 7.5(b) and Section 7.5(c), employeesnothing herein shall relieve any party hereto from liability for any Willful Breach of this Agreement or the Commitment Letters prior to such termination, agentsin which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity, legal and financial advisors or other representatives(ii) Section 5.6(b); provided that the agreements contained in , Section 5.9, the last sentence of Section 8.2(a) 5.13(a), this Section 7.5 and in Sections 11.5 and 11.6 and in Article XII VIII shall survive the termination of this Agreement. The party desiring to terminate this Agreement pursuant to Section 7.2, 7.3 or 7.4 shall survive give written notice of such termination, including a description in reasonable detail of the reasons for such termination, to the other parties in accordance with Section 8.6, specifying the provision or provisions hereof pursuant to which such termination is effected. (b) In the event that that: (i) (A) this Agreement is validly terminated pursuant to Section 7.2(b) or Section 7.4(b), (iB) any Person shall have publicly made a bona fide Acquisition Proposal after the date of this Agreement and prior to the Stockholders Meeting (and such Acquisition Proposal shall not have been withdrawn at least four (4) Business Days prior to the Stockholders Meeting or any adjournment or postponement thereof), or prior to the termination of this Agreement if there has been no Stockholders Meeting, and (C) within twelve (12) months of such termination the Company shall have (1) entered into an agreement with respect to an Acquisition Proposal and such Acquisition Proposal is ultimately consummated or (2) consummated an Acquisition Proposal, then the Company shall, no later than three (3) Business Days after the date such Acquisition Proposal is consummated, pay the Company Termination Fee to Parent by wire transfer of same day funds to one or more accounts designated by Parent; provided, that for purposes of this Section 7.5(b)(i), the references to “20%” and “80%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”; or (ii) this Agreement is validly terminated by the Company pursuant to Section 11.3(a7.3(a) or (ii) by Buyer Parent pursuant to Section 11.4(a) 7.4(a), the Company shall, prior to or (b) or (iii) by either Party pursuant to Section 11.2(ii)substantially concurrently with such termination, in the case of this clause a termination by the Company, or within three (iii)3) Business Days thereafter, if in the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time case of such votea termination by Parent, then pay the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up Termination Fee to a maximum amount of $4,000,000, in each case payable Parent by wire transfer of same day fundsfunds to one or more accounts designated by Parent. Notwithstanding anything to the foregoingcontrary in this Agreement, if the Company Termination Fee shall become due and payable in accordance with this Section 7.5, from and after such termination and payment of the event that this Agreement is terminated by either party Company Termination Fee in full pursuant to and in accordance with this Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote7.5(b), the Company shall promptly, but in have no event later than two days after being notified further liability of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer any kind for any reason in connection with this Agreement and or the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or termination contemplated hereby other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses than as set forth in this Section 11.5(b), 7.5. In no event shall the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was be required to be madepay the Company Termination Fee on more than one occasion.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (other than as set forth in Sections 12.1, 12.2 and i) this Section 11.58.02, Section 6.06(d) and Article IX (except for Section 9.12) shall become void and of no effect with no liability on the part of survive any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII termination of this Agreement and (ii) notwithstanding anything to the contrary, neither Opus, Merger Sub, CFC nor Cascade Bank shall survive terminationbe relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement; provided, however, that the Termination Fee shall in all events constitute the sole and exclusive compensation and remedy of Opus in the event the Transaction is not consummated as a result of or related to a termination of this Agreement by Opus pursuant to Section 8.01(f) or (g) or CFC pursuant to Section 8.01(h). (b) In The parties hereto agree that CFC shall pay Opus $2.25 million (the event that “Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by the Company Opus pursuant to Section 11.3(a8.01(h), CFC shall not later than concurrent with such termination, pay the Termination Fee to Opus; or (ii) if this Agreement is terminated by Opus pursuant to Section 8.01(f) or (iig), CFC shall pay the Termination Fee to Opus on the second Business Day following the termination of this Agreement; or (iii) if this Agreement is terminated by Buyer (A) Opus pursuant to Section 11.4(a8.01(b), (B) by either Opus or CFC or Cascade Bank pursuant to Section 8.01(c) and at the time of such termination no vote of the CFC stockholders contemplated by this Agreement at the CFC Meeting shall have occurred, or (C) by either Opus or CFC pursuant to Section 8.01(e), and in the case of any termination pursuant to clause (A), (B) or (bC), an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the senior management of CFC or Cascade Bank or the CFC Board or the Cascade Bank Board (or any Person shall have publicly announced, communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal, or reiterated a previously expressed plan or intention to make an Acquisition Proposal) or (iii) at any time after the date of this Agreement and prior to the taking of the vote of the stockholders of CFC contemplated by either Party pursuant to Section 11.2(ii)this Agreement at the CFC Meeting, in the case of this clause (iiiC), or the date of termination, in the case of clause (A) or (B), then (1) if within 15 months after such termination CFC or Cascade Bank enters into an agreement with respect to a Control Transaction, then CFC shall pay to Opus an amount equal to two-thirds of the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at Termination Fee on the time date of execution of such voteagreement and upon consummation of any such Control Transaction at any time thereafter, then CFC shall pay to Opus the Company shall promptly, but in no event later than two Business Days after remainder of the Termination Fee on the date of such consummation and (2) if a Control Transaction is consummated otherwise than pursuant to an agreement with CFC or Cascade Bank within 18 months after such termination, then CFC shall pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified to Opus the Termination Fee (less any amount previously paid by CFC pursuant to clause (1) above) on the date of such consummation of such Control Transaction. As used in this Section 8.02(b), a “Control Transaction” means (i) the acquisition by Buyerany Person whether by purchase, pay all merger, consolidation, sale, transfer or otherwise, in one transaction or any series of transactions, of a majority of the charges and expenses incurred voting power of the outstanding securities of CFC or Cascade Bank or a majority of the assets or CFC or Cascade Bank, (ii) any issuance of securities resulting in the ownership by Buyer in connection with this Agreement and any Person of more than 50% of the Transactions up voting power of CFC or by any Person other than CFC or its Subsidiaries of more than 50% of the voting power of Cascade Bank or (iii) any merger, consolidation or other business combination transaction involving CFC or any of its Subsidiaries as a result of which the stockholders of CFC cease to a maximum amount of $4,000,000own, in each case the aggregate, at least 50% of the total voting power of the entity surviving or resulting from such transaction. Any amount that becomes payable pursuant to this Section 8.02(b) shall be paid by wire transfer of same day funds. Notwithstanding immediately available funds to an account designated by Opus. (c) If CFC fails to pay Opus the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(iiamounts due under paragraph (b) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at above within the time of periods specified in such voteparagraph (b), the Company CFC shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's feeslegal fees and expenses) incurred by Opus in connection with any action, including the filing of any lawsuit, taken to collect payment of such suitamounts, provided Opus prevails on the merits, together with interest on the amount so owing of any such unpaid amounts at the prime lending rate of Citibankprevailing during such period as published in The Wall Street Journal, N.A. in effect calculated on a daily basis from the date such payment was amounts were required to be madepaid until the date of actual payment. (d) If this Agreement is terminated by either CFC or Cascade Bank on the one hand or Opus on the other hand due to a breach of a representation, warranty, covenant or undertaking by the other party or parties, the breaching party or parties shall be liable for and shall promptly pay to the non-breaching party or parties upon written demand $1.5 million (the “Liquidated Damages Amount”), without prejudice to any other rights or remedies as may be available to Opus under Section 8.02(b) above, provided however that to the extent Opus is entitled to be paid both the Liquidated Damages Amount set forth in this Section 8.02(d) as well as the Termination Fee set forth in Section 8.02(b) above, in no event will the amount payable to Opus pursuant to Section 8.02(b) and this Section 8.02(d) exceed $2.25 million. Any amount that becomes payable pursuant to this Section 8.02(d) shall be paid by wire transfer of immediately available funds to an account designated by the non-breaching party or parties. If the breaching party or parties fails to pay the non-breaching party or parties the amounts due under this paragraph (d), the breaching party or parties shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the non-breaching party or parties in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, provided the non-breaching party or parties prevail on the merits, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment. (e) The parties agree that the agreements contained in Sections 8.02(b) and 8.02(d) above are integral parts of the transactions contemplated by this Agreement, that without such agreements neither party would have entered into this Agreement, and constitute liquidated damages and not a penalty.

Effect of Termination and Abandonment. (a) In Except as otherwise provided in this Section 8.06, in the event of termination of this Agreement and the abandonment of the Mergers and the other Transactions pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last sentence foregoing to the contrary, that (1) no such termination shall relieve any party hereto of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII any liability or damages to the Other Parties resulting from any actual fraud or Willful Breach of this Agreement (in which case an aggrieved party shall be entitled to all rights and remedies available at law or in equity), (2) no such termination shall relieve any party hereto from its obligation to pay the Termination Fee (including any portion thereof) or Transaction Expenses, as applicable, in each case if, as and when required pursuant to this Section 8.06, and (3) the provisions set forth in Section 4.05, Section 6.08(b), Section 8.05, this Section 8.06 and Article IX and the relevant definitions shall survive terminationthe termination of this Agreement. (b) In the event that this Agreement is validly terminated (i) by the Company Polaris pursuant to Section 11.3(a8.03(e) (Polaris Superior Proposal), Polaris shall pay 50% of the Polaris Termination Fee to Sirius and 50% of the Polaris Termination Fee to Constellation, in each case concurrently with such termination, payable by wire transfer of same-day funds. (c) In the event that this Agreement is validly terminated by Sirius pursuant to Section 8.04(e) (Sirius Superior Proposal), Sirius shall pay 50% of the Sirius Termination Fee to Polaris and 50% of the Sirius Termination Fee to Constellation, in each case concurrently with such termination, payable by wire transfer of same-day funds. (d) In the event that this Agreement is validly terminated by Constellation pursuant to Section 8.05(e) (Constellation Superior Proposal), Constellation shall pay 50% of the Constellation Termination Fee to Polaris and 50% of the Constellation Termination Fee to Sirius, in each case concurrently with such termination, payable by wire transfer of same-day funds. (e) In the event that this Agreement is validly terminated by (1) Sirius pursuant to Section 8.04(c) (Polaris Change of Recommendation) or Section 8.04(f) (Breach of Certain Polaris Covenants) or (ii2) by Buyer Constellation pursuant to Section 11.4(a8.05(c) (Polaris Change of Recommendation) or Section 8.05(f) (b) or (iii) by either Party pursuant to Section 11.2(iiBreach of Certain Polaris Covenants), Polaris shall pay 50% of the Polaris Termination Fee to Sirius and 50% of the Polaris Termination Fee to Constellation, in the each case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days (2) business days after the date of such termination, payable by wire transfer of same-day funds. (f) In the event that this Agreement is validly terminated by (1) Polaris pursuant to Section 8.03(c) (Sirius Change of Recommendation) or Section 8.03(f) (Breach of Certain Sirius Covenants) or (2) Constellation pursuant to Section 8.05(d) (Sirius Change of Recommendation) or Section 8.05(g) (Breach of Certain Sirius Covenants), Sirius shall pay Buyer a termination fee 50% of $22,000,000 the Sirius Termination Fee to Polaris and shall 50% of the Sirius Termination Fee to Constellation, in each case promptly, but in no event later than two (2) business days after being notified the date of such by Buyertermination, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same same-day funds. Notwithstanding the foregoing, in . (g) In the event that this Agreement is validly terminated by either party (1) Polaris pursuant to Section 11.2(ii8.03(d) and the Voting Agreement has been terminated (Constellation Change of Recommendation) or Section 8.03(g) (Breach of Certain Constellation Covenants) or (2) Sirius pursuant to Section 8(b)(i)(z8.04(d) thereof at (Constellation Change of Recommendation) or Section 8.04(g) (Breach of Certain Constellation Covenants), Constellation shall pay 50% of the time Constellation Termination Fee to Polaris and 50% of such votethe Constellation Termination Fee to Sirius, the Company shall in each case promptly, but in no event later than two (2) business days after being notified the date of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000termination, payable by wire transfer of same same-day funds. The Company's payment shall be . (h) If (i) after the sole date of this Agreement, a Polaris Acquisition Proposal is publicly proposed or disclosed, and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect is not withdrawn at least five (5) business days prior to the breach Polaris Stockholders Meeting in the event of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due a termination pursuant to this Section 11.5(b8.02(b) (Failure to Obtain Polaris Requisite Votes), and, in order or at least five (5) business days prior to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.termination pursuant

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XI8, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesaffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last sentence foregoing to the contrary, that except as otherwise specified herein, no such termination shall relieve any party hereto of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII any liability or damages to the other party hereto resulting from the willful material breach of this Agreement or the willful failure on the part of any party to fulfill in any material respect a condition to the performance of the other party. The provisions of this Section 8.05 and the Confidentiality Agreement shall survive terminationtermination of this Agreement. (b) In the event that (i) an Acquisition Proposal shall have been made to the Company or any of its Subsidiaries or any of its stockholders or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification at least three business days prior to the date of the Company Stockholders Meeting) and thereafter this Agreement is terminated either by Acquiror or the Company pursuant to either Section 8.02(i) or Section 8.02(ii), (iii) this Agreement is terminated by the Company pursuant to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b8.03(b) or (iii) this Agreement is terminated by either Party Acquiror pursuant to Section 11.2(ii8.04(a)(i), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days days after the date of such terminationtermination (or, in the case of a termination by the Company pursuant to Section 8.03(b), as a condition to a valid termination by the Company pursuant to Section 8.03(b)), pay Buyer Acquiror a termination fee of $22,000,000 23.5 million (the “Termination Fee”); provided, however, that no Termination Fee shall be payable to Acquiror pursuant to clause (i) of this paragraph (b) unless and shall promptlyuntil, but in no event later than two days after being notified within 12 months of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such votetermination, the Company or any of its Subsidiaries shall promptlyhave entered into an Alternative Acquisition Agreement with respect to, but in no event later than two days after being notified of such by Buyeror shall have consummated, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day fundsan Acquisition Proposal. The Company's ’s payment under this Section 8.05 shall be the sole and exclusive remedy of Buyer Acquiror and Merger Sub for damages against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives Representatives with respect to the such termination or any breach of any covenant or agreement set forth in this Agreementgiving rise to such payment. The Company acknowledges that the agreements contained in this Section 11.5(b) 8.05 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer Acquiror and the Company Merger Sub would not enter into this Agreement; accordingly. Accordingly, if the Company fails to reasonably promptly pay the amount due pursuant to this Section 11.5(b)8.05, and, in order to obtain such payment, the Buyer Acquiror or Merger Sub commences a suit which that results in a judgment against the Company for the fee, charges or expenses fee set forth in this Section 11.5(b)8.05 or any portion of such fee, the Company shall pay to the Buyer Acquiror or Merger Sub its reasonable costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (other than as set forth in Sections 12.1, 12.2 and i) this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors8.02, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a6.06(c) and in Sections 11.5 and 11.6 and in Article XII IX shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary, neither FCBI nor TCB shall survive terminationbe relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement. (b) In The parties hereto agree that TCB shall pay FCBI the event that sum of $450,000 (the “Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by the Company FCBI pursuant to Section 11.3(a8.01(f) or 8.01(g), TCB shall pay the entire Termination Fee to FCBI on the second Business Day following the termination of this Agreement; or (ii) if this Agreement is terminated by (A) FCBI pursuant to Section 8.01(b), (B) either FCBI or TCB pursuant to Section 8.01(c) and at the time of such termination no vote of the TCB stockholders contemplated by this Agreement at the TCB Meeting shall have occurred or (C) by either FCBI or TCB pursuant to Section 8.01(e), and in the case of any termination pursuant to clause (A), (B) or (iiC), an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the senior management of TCB or the TCB Board (or any Person shall have publicly announced, communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal, or reiterated a previously expressed plan or intention to make an Acquisition Proposal) at any time after the date of this Agreement and prior to the taking of the vote of the stockholders of TCB contemplated by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii)this Agreement at the TCB Meeting, in the case of this clause (iiiC), or the date of termination, in the case of clause (A) or (B), then (1) if within 12 months after such termination TCB enters into an agreement with respect to a Control Transaction, then TCB shall pay to FCBI the Voting Agreement has not been terminated Termination Fee on the date of execution of such agreement and (2) if a Control Transaction is consummated otherwise than pursuant to Section 8(b)(i)(z) thereof at the time of an agreement with TCB within 15 months after such votetermination, then TCB shall pay to FCBI the Company shall promptly, but in no event later than two Business Days after Termination Fee on the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified consummation of such Control Transaction. As used in this Section 8.02(b), a “Control Transaction” means (i) the acquisition by Buyerany Person whether by purchase, pay all merger, consolidation, sale, transfer or otherwise, in one transaction or any series of transactions, of a majority of the charges and expenses incurred voting power of the outstanding securities of TCB or TCB or a majority of the assets or TCB or TCB, (ii) any issuance of securities resulting in the ownership by Buyer in connection with this Agreement and any Person of more than 50% of the Transactions up voting power of TCB or by any Person other than TCB of more than 50% of the voting power of TCB or (iii) any merger, consolidation or other business combination transaction involving TCB as a result of which the stockholders of TCB cease to a maximum amount of $4,000,000own, in each case the aggregate, at least 50% of the total voting power of the entity surviving or resulting from such transaction. Any amount that becomes payable pursuant to this Section 8.02(b)(ii) shall be paid by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated immediately available funds to an account designated by either party pursuant to Section 11.2(iiFCBI. (c) TCB and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges FCBI agree that the agreements agreement contained in this Section 11.5(bparagraph (b) are above is an integral part of the Transactionstransactions contemplated by this Agreement, and that, that without these agreements, Buyer and the Company such agreement FCBI would not enter have entered into this Agreement; accordingly, if and that such amounts do not constitute a penalty or liquidated damages in the Company event of a breach of this Agreement by TCB. If TCB fails to promptly pay FCBI the amounts due under paragraph (b) above within the time periods specified in such paragraph (b), TCB shall pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's feeslegal fees and expenses) incurred by FCBI in connection with any action, including the filing of any lawsuit, taken to collect payment of such suitamounts, provided FCBI prevails on the merits, together with interest on the amount so owing of any such unpaid amounts at the prime lending rate of Citibankprevailing during such period as published in The Wall Street Journal, N.A. in effect calculated on a daily basis from the date such payment was amounts were required to be madepaid until the date of actual payment.

Effect of Termination and Abandonment. (a) In Except as provided in paragraphs (b) or (c) below, in the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directorsRepresentatives or Affiliates); provided, officershowever, employeesand notwithstanding anything in the foregoing to the contrary, agentsthat (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, legal and financial advisors warranties, covenants or other representativesagreements set forth in this Agreement and (ii) the provisions set forth in Section 8.3(a)(ii); provided that , this Section 8.5 and Section 9.1 shall survive the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII termination of this Agreement shall survive terminationAgreement. (b) In the event that (i) a bona fide Acquisition Proposal shall have been made to the Company or any Person shall have publicly announced an intention (whether or not conditional) to make a bona fide Acquisition Proposal with respect to the Company (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification at least (A) 20 business days prior to, with respect to any termination pursuant to Section 8.2(a), the date of termination, and (B) at least 10 business days prior to, with respect to termination pursuant to Section 8.2(b), the date of the Shareholders Meeting) and thereafter this Agreement is terminated by either the Controlling Shareholder and the Strategic Investor acting together or the Company pursuant to Section 8.2(a) or 8.2(b), (ii) this Agreement is terminated (iA) by the Strategic Investor and the Controlling Shareholder pursuant to Section 8.4 or (B) by the Company pursuant to Section 11.3(a8.2(b) and, on or (ii) by Buyer pursuant prior to the date of the Shareholders Meeting any event giving rise to the Strategic Investor’s and the Controlling Shareholder’s right to terminate under Section 11.4(a) or (b) 8.4 shall have occurred or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party the Company pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote8.3(a), then, in each case, the Company shall promptly, but in no event later than two five business days after being notified the date of such by Buyertermination, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount Parties an aggregate termination fee of $5,000,000, 2.5 million (the “Termination Fee”) payable by wire transfer of same day funds. The Company's right of the Controlling Shareholder and Strategic Investor to receive payment of the Termination Fee from the Company shall be the sole and exclusive remedy of the Buyer Parties against the Company Parties for any loss or damage suffered as a result of the failure of the Merger to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Termination Fee, none of the Company Parties shall have any further liability or obligation relating to or arising out of its Subsidiaries and their respective directors, officers, employees, agents, advisors this Agreement or other representatives the transactions contemplated hereby (except that the Company shall also be obligated with respect to Section 8.5(d)). It is understood and agreed that payment of the Termination Fee represents the reasonable estimate of actual damages by the Company, the Controlling Shareholder, the Strategic Investor and Merger Sub and does not constitute a penalty. (c) In the event that this Agreement is terminated pursuant to (i) Section 8.3(b), then the responsible member or members of the Buyer Parties shall promptly but in no event later than five business days after the date of such termination, pay the Company a termination fee in the amount of $2.5 million, or (ii) Section 8.3(c), then the Controlling Shareholder shall promptly, but in no event later than five business days after the date of such termination, pay the Company a termination fee in the amount of $2.0 million, plus in each case all out-of-pocket costs and expenses incurred by the Company and its Subsidiaries in connection with the proposed Merger, including without limitation all legal and financial advisory fees, fees of the Independent Committee members, and other fees and expenses incurred by the Company and its Subsidiaries in negotiating and executing the Merger and the Company’s cooperation under Section 6.9(b) (the “Buyer Termination Fee”) payable by wire transfer of same day funds to an account designated in writing by the Company’s Chief Operating Officer. Subject to Section 9.5(d), the Company’s right to receive payment of the Buyer Termination Fee from the Buyer Parties shall be the sole and exclusive remedy of the Company Parties against the Buyer Parties for any loss or damage suffered as a result of the failure of the Merger to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Buyer Termination Fee, none of the Buyer Parties shall have any covenant further liability or agreement set forth in obligation relating to or arising out of this AgreementAgreement or the transactions contemplated hereby (except that the Buyer Parties shall also be obligated with respect to Section 8.5(d)). The Company It is understood and agreed that payment of the Buyer Termination Fee represents the reasonable estimate of actual damages by the Company, the Controlling Shareholder, the Strategic Investor and Merger Sub and does not constitute a penalty. (d) Each of the parties hereto acknowledges that the agreements contained in this Section 11.5(b) 8.5 are an integral part of the Transactionstransactions contemplated hereby, and that, that without these agreements, Buyer and the Company other party would not enter into this Agreement; accordingly. Accordingly, if the Company or the responsible member or members of the Buyer Parties, as the case may be, fails to promptly timely pay the amount due pursuant to this Section 11.5(b)Termination Fee or the Buyer Termination Fee, as the case may be, and, in order to obtain such paymentamount due, the Company or the Buyer Parties, as the case may be, commences a suit which results in a judgment against the Company other party for the feepayment of the Termination Fee or the Buyer Termination Fee, charges or expenses set forth in this Section 11.5(b)as the case may be, the Company such paying party shall pay to the Buyer other party its reasonable and documented costs and expenses (including reasonable attorney's and documented attorneys’ fees) in connection with such suit, together with interest on the such amount so owing at the prime lending rate of Citibankprevailing during such period as published in The Wall Street Journal, N.A. in effect calculated on a daily basis from the date such payment was required to be madepaid until the date such payment was actually received.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (other than i) as set forth in Sections 12.1, 12.2 and this Section 11.5) 8.02 and Section 9.01, and any other Section which, by its terms, relates to post-termination rights or obligations, shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII survive such termination of this Agreement shall survive and remain in full force and Table of Contents effect, and (ii) that termination will not relieve a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. (b) In the event that this Agreement the Merger is terminated (i) by the Company pursuant terminated, NFCU, Parent and Nationwide shall pay expenses related to Section 11.3(a) or (ii) by Buyer pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such termination, pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up transactions contemplated hereby as set forth in Schedule 8.02(b). (c) In the event of termination or abandonment for a reason specified in Section 8.01, subsections (a) – (g), Parent will for a period not to exceed twelve (12) months provide NFCU (1) access to NFCU’s present premises, including ATM locations, (2) access to Parent services, e.g. communications, data transfer and support, and (3) provide for a maximum amount period not to exceed six (6) months use of $4,000,000name and marks of Parent; provided, in each case payable however, Parent shall not be required by wire transfer this provision to increase the level of same day funds. Notwithstanding the foregoing, such services except in the ordinary course of business and; further provided, however, that Parent shall be under no obligation to provide services that support NFCU’s marketing efforts which are directed to non-Members. (d) In the event that of a termination of this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time because of such votea willful breach of any representation, warranty, covenant or agreement contained in this Agreement, the Company breaching party shall promptlyremain liable for any and all damages, but in no event later than two days after being notified of such by Buyercosts and expenses, pay including all of the reasonable and customary charges and expenses attorneys’ fees, sustained or incurred by Buyer the non-breaching party as a result thereof or in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors therewith or other representatives with respect to the breach enforcement of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be maderights hereunder.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (other than as set forth in Sections 12.1, 12.2 and i) this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors8.02, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a6.06(c) and in Sections 11.5 and 11.6 and in Article XII IX shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary, neither Washington Federal nor First Mutual shall survive terminationbe relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement. (b) In The parties hereto agree that First Mutual shall pay Washington Federal the event that sum of $7.5 million (the “Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by the Company Washington Federal pursuant to Section 11.3(a8.01(f) or (g), First Mutual shall pay the entire Termination Fee to Washington Federal on the second Business Day following the termination of this Agreement; or (ii) if this Agreement is terminated by Buyer (A) Washington Federal pursuant to Section 11.4(a8.01(b), (B) by either Washington Federal or First Mutual pursuant to Section 8.01(c) and at the time of such termination no vote of the First Mutual stockholders contemplated by this Agreement at the First Mutual Meeting shall have occurred, or (C) by either Washington Federal or First Mutual pursuant to Section 8.01(e), and in the case of any termination pursuant to clause (A), (B) or (bC), an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the senior management of First Mutual or the First Mutual Board (or any Person shall have publicly announced, communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal, or reiterated a previously expressed plan or intention to make an Acquisition Proposal) or (iii) at any time after the date of this Agreement and prior to the taking of the vote of the stockholders of First Mutual contemplated by either Party pursuant to Section 11.2(ii)this Agreement at the First Mutual Meeting, in the case of this clause (iiiC), or the date of termination, in the case of clause (A) or (B), then (1) if within 15 months after such termination First Mutual enters into an agreement with respect to a Control Transaction, then First Mutual shall pay to Washington Federal an amount equal to $5.0 million on the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time date of execution of such voteagreement and upon consummation of any such Control Transaction at any time thereafter, then First Mutual shall pay to Washington Federal the Company shall promptly, but in no event later than two Business Days after remainder of the Termination Fee on the date of such consummation and (2) if a Control Transaction is consummated otherwise than pursuant to an agreement with First Mutual within 18 months after such termination, then First Mutual shall pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified to Washington Federal the Termination Fee (less any amount previously paid by First Mutual pursuant to clause (1) above) on the date of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time consummation of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day fundsControl Transaction. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained As used in this Section 11.5(b) are an integral part of the Transactions, and that, without these agreements, Buyer and the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b8.02(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be made.“Control

Effect of Termination and Abandonment. (a) In If this Agreement is terminated and the event of Merger is abandoned, neither party will have any liability or further obligation under this Agreement, except that termination will not relieve a party from liability for any willful or deliberate breach by it of this Agreement and the abandonment of the Transactions pursuant to this Article XIexcept that Section 6.05(b), this Agreement (other than as set forth in Sections 12.1, 12.2 Section 8.02 and this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII IX will survive termination of this Agreement shall survive terminationAgreement. (b) In the event that (i) an Acquisition Proposal shall have been made to CB Bancshares or any of its shareholders or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to CB Bancshares and thereafter this Agreement is terminated by either party pursuant to (ix) Section 8.01(e) for failure of the Merger to be consummated by the Company pursuant date specified therein and such failure is the result of the knowing action or inaction of the non-terminating party or (y) Section 8.01(c) for failure to Section 11.3(a) obtain CB Bancshares’ shareholder approval or (ii) this Agreement is terminated by Buyer Central Pacific pursuant to Section 11.4(a) or (b) or (iii) by either Party pursuant to Section 11.2(ii8.01(d), in the case of this clause (iii), if the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, then the Company CB Bancshares shall promptly, but in no event later than two Business Days 2 business days after the date of such termination, pay Buyer a termination fee fee, representing liquidated damages, of $22,000,000 and shall promptly12,520,000 (the “Termination Fee”), but in no event later than two days after being notified of such by Buyer, pay all of the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds. Notwithstanding the foregoingimmediately available funds to an account specified by Central Pacific; provided, in the event however, that this Agreement is terminated by either party no Termination Fee shall be payable to Central Pacific pursuant to Section 11.2(iiclause (i) or (ii) of this paragraph (b) unless and until within 18 months following the Voting Agreement has been terminated pursuant to Section 8(b)(i)(ztermination of this Agreement, a transaction constituting an Acquisition Transaction is consummated or CB Bancshares enters into an agreement providing for an Acquisition Transaction. For purposes of this Agreement, the term “Acquisition Transaction” shall mean (i) thereof the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of CB Bancshares, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 25% or more of the outstanding shares of voting stock of CB Bancshares, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving CB Bancshares, other than a merger, business combination or similar transaction if (x) the shareholders of CB Bancshares immediately before any such transaction own at least 60% of the time voting stock of the entity surviving such transaction (or the parent thereof) immediately following such transaction, and (y) as a result of such vote, the Company transaction no person or group shall promptly, but in no event later than two days after being notified of such by Buyer, pay all own or control 25% or more of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges that the agreements contained in this Section 11.5(b) are an integral part voting stock of the Transactions, and that, without these agreements, Buyer and surviving entity (or parent thereof) immediately following the Company would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's fees) in connection with such suit, together with interest on the amount so owing at the prime lending rate of Citibank, N.A. in effect on the date such payment was required to be madetransaction.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, this Agreement (other than as set forth in Sections 12.1, 12.2 and this Section 11.5) shall become void and of no effect (except for Section 6.12, this Section 8.5 and Article IX) with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); provided that the agreements contained provided, however, and notwithstanding anything in the last foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 8.2(a) and in Sections 11.5 and 11.6 and in Article XII 9.1 shall survive termination of this Agreement shall survive terminationAgreement. (b) In the event that this Agreement is terminated (i) by the Company Xxxxxx pursuant to Section 11.3(a8.3(a) or (ii) by Buyer VeriFone pursuant to Section 11.4(a8.4(a) or (b) or (iii) by either Party and within one year of such termination, Xxxxxx enters into a definitive agreement with respect to the Acquisition Proposal to which such termination pursuant to Section 11.2(ii)8.4(a) related, then Xxxxxx shall promptly (in the case of this clause (iii), if the Voting Agreement has not been terminated a termination pursuant to Section 8(b)(i)(z) thereof at the time of 8.3(a), paid as set forth in such vote, then the Company shall promptly, but in no event later than two Business Days after the date of such terminationsection), pay Buyer VeriFone a termination fee of equal to $22,000,000 and shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of 23.3 million (the charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $4,000,000, in each case payable by wire transfer of same day funds“Termination Fee”). Notwithstanding the foregoing, in In the event that this Agreement is terminated by either party VeriFone or Xxxxxx pursuant to Section 11.2(ii8.2(ii) and the Voting Agreement has been terminated pursuant (except as provided in Section 6.15(c)(ii)), Xxxxxx shall promptly pay to Section 8(b)(i)(z) thereof at the time of such voteVeriFone, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all lieu of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount Termination Fee, an expense reimbursement of $5,000,000, payable by wire transfer of same day funds7.0 million (the “Expense Reimbursement”). The Company's payment VeriFone shall not be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives required to account to Xxxxxx with respect to the breach of any covenant or agreement set forth in this AgreementExpense Reimbursement. The Company Xxxxxx acknowledges that the agreements contained in this Section 11.5(b8.5(b) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Buyer VeriFone and the Company Merger Sub would not enter into this Agreement; accordingly, if the Company Xxxxxx fails to promptly pay the amount Termination Fee or Expense Reimbursement due pursuant to this Section 11.5(b8.5(b), and, in order to obtain such payment, the Buyer VeriFone or Merger Sub commences a suit which that results in a judgment against the Company Xxxxxx for the fee, charges or expenses fee set forth in this Section 11.5(b)8.5(b) or any portion of such Termination Fee or Expense Reimbursement, the Company Xxxxxx shall pay to the Buyer VeriFone or Merger Sub its reasonable costs and expenses (including reasonable attorney's attorneys’ fees) in connection with such suit, together with interest on the amount so owing of the fee calculated from the date such payment was required to be made through the date of payment and payable at the prime lending rate of Citibank, Citibank N.A. in effect on the date such payment was required to be should have been made.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (other than as set forth in Sections 12.1, 12.2 and i) this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors8.02, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a6.06(c) and in Sections 11.5 and 11.6 and in Article XII IX shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary, neither PPBI nor SCB shall survive terminationbe relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement. (b) In The parties hereto agree that SCB shall pay PPBI the event that sum of $4.5 million (the “Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by the Company PPBI pursuant to Section 11.3(a8.01(f) or (h), SCB shall pay the entire Termination Fee to PPBI on the second Business Day following the termination of this Agreement; or (ii) if this Agreement is terminated by Buyer (A) PPBI pursuant to Section 11.4(a8.01(b), (B) by either PPBI or SCB pursuant to Section 8.01(c) and at the time of such termination no vote of the SCB shareholders contemplated by this Agreement at the SCB Meeting shall have occurred, or (C) by PPBI pursuant to Section 8.01(e), and in the case of any termination pursuant to clause (A), (B) or (bC), an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the senior management of SCB or the SCB Board (or any Person shall have publicly announced, communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal, or reiterated a previously expressed plan or intention to make an Acquisition Proposal) or (iii) at any time after the date of this Agreement and prior to the taking of the vote of the shareholders of SCB contemplated by either Party pursuant to Section 11.2(ii)this Agreement at the SCB Meeting, in the case of this clause (iiiC), or the date of termination, in the case of clause (A) or (B), then (1) if within 12 months after such termination SCB enters into an agreement with respect to a Control Transaction, then SCB shall pay to PPBI an amount equal to $3.0 million on the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time date of execution of such voteagreement and upon consummation of any such Control Transaction at any time thereafter, then SCB shall pay to PPBI the Company shall promptly, but in no event later than two Business Days after remainder of the Termination Fee on the date of such consummation and (2) if a Control Transaction is consummated otherwise than pursuant to an agreement with SCB within 15 months after such termination, then SCB shall pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified to PPBI the Termination Fee (less any amount previously paid by SCB pursuant to clause (1) above) on the date of such consummation of such Control Transaction. As used in this Section 8.02(b), a “Control Transaction” means (i) the acquisition by Buyerany Person whether by purchase, pay all merger, consolidation, sale, transfer or otherwise, in one transaction or any series of transactions, of a majority of the charges and expenses incurred voting power of the outstanding securities of SCB or Security Bank or a majority of the assets of SCB or Security Bank, (ii) any issuance of securities resulting in the ownership by Buyer in connection with this Agreement and any Person of more than 50% of the Transactions up voting power of SCB or by any Person other than SCB or its Subsidiaries of more than 50% of the voting power of Security Bank or (iii) any merger, consolidation or other business combination transaction involving SCB or any of its Subsidiaries as a result of which the shareholders of SCB cease to a maximum amount of $4,000,000own, in each case the aggregate, at least 50% of the total voting power of the entity surviving or resulting from such transaction. Any amount that becomes payable pursuant to this Section 8.02(b) shall be paid by wire transfer of same day funds. Notwithstanding the foregoing, in the event that this Agreement is terminated immediately available funds to an account designated by either party pursuant to Section 11.2(iiPPBI. (c) SCB and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote, the Company shall promptly, but in no event later than two days after being notified of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment shall be the sole and exclusive remedy of Buyer against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges PPBI agree that the agreements agreement contained in this Section 11.5(bparagraph (b) are above is an integral part of the Transactionstransactions contemplated by this Agreement, and that, that without these agreements, Buyer and the Company such agreement PPBI would not enter have entered into this Agreement; accordingly, if and that such amounts do not constitute a penalty or liquidated damages in the Company event of a breach of this Agreement by SCB. If SCB fails to promptly pay PPBI the amounts due under paragraph (b) above within the time periods specified in such paragraph (b), SCB shall pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's feeslegal fees and expenses) incurred by PPBI in connection with any action, including the filing of any lawsuit, taken to collect payment of such suitamounts, provided PPBI prevails on the merits, together with interest on the amount so owing of any such unpaid amounts at the prime lending rate of Citibankprevailing during such period as published in The Wall Street Journal, N.A. in effect calculated on a daily basis from the date such payment was amounts were required to be madepaid until the date of actual payment.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transactions Merger pursuant to this Article XIVIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (other than as set forth in Sections 12.1, 12.2 and i) this Section 11.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors8.02, officers, employees, agents, legal and financial advisors or other representatives); provided that the agreements contained in the last sentence of Section 8.2(a6.06(c) and in Sections 11.5 and 11.6 and in Article XII IX shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary, neither PPBI nor SDTB shall survive terminationbe relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement. (b) In The parties hereto agree that SDTB shall pay PPBI the event that sum of $1.75 million (the "Termination Fee") if this Agreement is terminated as follows, it being understood that in no event shall SDTB be required to pay the Termination Fee on more than one occasion: (i) if this Agreement is terminated by the Company PPBI pursuant to Section 11.3(a8.01(f) or (g), SDTB shall pay the entire Termination Fee to PPBI on the second Business Day following the termination of this Agreement; or (ii) if this Agreement is terminated by Buyer (A) PPBI pursuant to Section 11.4(a8.01(b), (B) by either PPBI or SDTB pursuant to Section 8.01(c) and at the time of such termination no vote of the SDTB shareholders contemplated by this Agreement at the SDTB Meeting shall have occurred, or (C) by either PPBI or SDTB pursuant to Section 8.01(e), and in the case of any termination pursuant to clause (A), (B) or (bC), an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the senior management of SDTB or the SDTB Board (or any Person shall have publicly announced, communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal, or reiterated a previously expressed plan or intention to make an Acquisition Proposal) or (iii) at any time after the date of this Agreement and prior to the taking of the vote of the shareholders of SDTB contemplated by either Party pursuant to Section 11.2(ii)this Agreement at the SDTB Meeting, in the case of this clause (iiiC), or the date of termination, in the case of clause (A) or (B), then (1) if within 12 months after such termination SDTB enters into an agreement with respect to a Control Transaction, then SDTB shall pay to PPBI an amount equal to $1.0 million on the Voting Agreement has not been terminated pursuant to Section 8(b)(i)(z) thereof at the time date of execution of such voteagreement and upon consummation of any such Control Transaction at any time thereafter, then SDTB shall pay to PPBI the Company shall promptly, but in no event later than two Business Days after remainder of the Termination Fee on the date of such consummation and (2) if a Control Transaction is consummated otherwise than pursuant to an agreement with SDTB within 15 months after such termination, then SDTB shall pay Buyer a termination fee of $22,000,000 and shall promptly, but in no event later than two days after being notified to PPBI the Termination Fee (less any amount previously paid by SDTB pursuant to clause (1) above) on the date of such consummation of such Control Transaction. As used in this Section 8.02(b), a "Control Transaction" means (i) the acquisition by Buyerany Person whether by purchase, pay all merger, consolidation, sale, transfer or otherwise, in one transaction or any series of transactions, of a majority of the charges and expenses incurred voting power of the outstanding securities of SDTB or a majority of the assets of SDTB, (ii) any issuance of securities resulting in the ownership by Buyer in connection with this Agreement and any Person of more than 50% of the Transactions up voting power of SDTB or by any Person other than SDTB of more than 50% of the voting power of SDTB or (iii) any merger, consolidation or other business combination transaction involving SDTB as a result of which the shareholders of SDTB cease to a maximum amount of $4,000,000own, in each case the aggregate, at least 50% of the total voting power of the entity surviving or resulting from such transaction. Any amount that becomes payable pursuant to this Section 8.02(b) shall be paid by wire transfer of same day fundsimmediately available funds to an account designated by PPBI. Notwithstanding To the foregoing, extent fully paid in the event that accordance with this Agreement is terminated by either party pursuant to Section 11.2(ii) and the Voting Agreement has been terminated pursuant to Section 8(b)(i)(z) thereof at the time of such vote8.02, the Company shall promptly, but in no event later than two days after being notified payment of such by Buyer, pay all of the reasonable and customary charges and expenses incurred by Buyer in connection with this Agreement and the Transactions up to a maximum amount of $5,000,000, payable by wire transfer of same day funds. The Company's payment Termination Fee shall be the sole and exclusive remedy of Buyer PPBI, Pacific Premier and each of their affiliates and representatives for damages against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives SDTB with respect to or arising out of this Agreement or the breach of any covenant or agreement set forth in this Agreement. The Company acknowledges Transaction contemplated thereby. (c) SDTB and PPBI agree that the agreements agreement contained in this Section 11.5(bparagraph (b) are above is an integral part of the Transactionstransactions contemplated by this Agreement, and that, that without these agreements, Buyer and the Company such agreement PPBI would not enter have entered into this Agreement; accordingly, if and that such amounts do not constitute a penalty or liquidated damages in the Company event of a breach of this Agreement by SDTB. If SDTB fails to promptly pay PPBI the amounts due under paragraph (b) above within the time periods specified in such paragraph (b), SDTB shall pay the amount due pursuant to this Section 11.5(b), and, in order to obtain such payment, the Buyer commences a suit which results in a judgment against the Company for the fee, charges or expenses set forth in this Section 11.5(b), the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorney's feeslegal fees and expenses) incurred by PPBI in connection with any action, including the filing of any lawsuit, taken to collect payment of such suitamounts, provided PPBI prevails on the merits, together with interest on the amount so owing of any such unpaid amounts at the prime lending rate of Citibankprevailing during such period as published in The Wall Street Journal, N.A. in effect calculated on a daily basis from the date such payment was amounts were required to be madepaid until the date of actual payment.