Common use of Effect of Termination Clause in Contracts

Effect of Termination. (a) If this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and of no effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Old National or First Midwest as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on Old National, First Midwest, any of their respective Subsidiaries or any of the part officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any stockholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure Section 6.2(b), Section 6.14 and this Section 8.2 and Article IX (other than Section 9.1) shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or Agreement, and (ii) failure of either party notwithstanding anything to perform an agreement or covenant hereofthe contrary contained in this Agreement, such party neither Old National nor First Midwest shall not be relieved or released from any liabilities or damages arising out of its fraud or its willful and material breach of any liability provision of this Agreement. (i) In the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been communicated to or otherwise made known to the Board of Directors or senior management of First Midwest or shall have been made directly to the stockholders of First Midwest generally or any person shall have publicly announced (and not withdrawn at least two (2) business days prior to the First Midwest Meeting) an Acquisition Proposal, in each case with respect to First Midwest and (A) (x) thereafter this Agreement is terminated by either Old National or First Midwest pursuant to Section 8.1(c) without the Requisite First Midwest Vote having been obtained (and all other party conditions set forth in Sections 7.1 and 7.3 were satisfied or were capable of being satisfied prior to such termination) or (y) thereafter this Agreement is terminated by Old National pursuant to Section 8.1(d) as a result of such failure or breach; providedfurthera willful breach by First Midwest, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary date that is twelve (12) months after the date of such termination the Company or any of its Subsidiaries termination, First Midwest enters into a definitive agreement or consummates a transaction with respect to any Company Takeover an Acquisition Proposal (whether or not the transactions contemplated same Acquisition Proposal as that referred to above), then First Midwest shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Old National, by any Company Takeover Proposal are consummated wire transfer of same day funds, a fee equal to $97,000,000 (provided the “Termination Fee”); provided, that solely for purposes of this Section 8.2(b)(iii)(B8.2(b)(i), the term “Company Takeover Proposal” shall have the meaning set forth all references in the definition of Company Takeover Acquisition Proposal except that all references to 20% “twenty-five percent (25)%” shall be deemed references instead refer to 35“fifty percent (50%)”. (ii) In the event that this Agreement is terminated by Old National pursuant to Section 8.1(f), the Company then First Midwest shall pay Parent a fee equal to $12,850,000 Old National, by wire transfer of same day funds, the Termination Fee within two (2) business days of the date of termination. (i) In the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been communicated to or otherwise made known to the Board of Directors or senior management of Old National or shall have been made directly to the shareholders of Old National generally or any person shall have publicly announced (and not withdrawn at least two (2) business days prior to the Old National Meeting) an account designated by ParentAcquisition Proposal, in each case with respect to Old National, and (A) in immediately available funds (x) thereafter this Agreement is terminated by either Old National or First Midwest pursuant to Section 8.1(c) without the Requisite Old National Vote having been obtained (and all other conditions set forth in the case Sections 7.1 and 7.2 were satisfied or were capable of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated being satisfied prior to such termination) or (y) thereafter this Agreement is terminated by First Midwest pursuant to Section 8.1(d) as a result of a willful breach by Old National, in which case, such fee shall be payable on and (B) prior to the date that is twelve (12) months after the date of such termination, Old National enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above). Table , then Old National shall, on the earlier of Contentsthe date it enters into such definitive agreement and the date of consummation of such transaction, pay First Midwest, by wire transfer of same day funds, the Termination Fee, provided, that for purposes of this Section 8.2(c)(i), all references in the definition of Acquisition Proposal to “twenty-five percent (25)%” shall instead refer to “fifty percent (50%)”. (cii) The Company acknowledges In the event that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due Agreement is terminated by First Midwest pursuant to Section 8.2(b) and8.1(e), in order to obtain such paymentthen Old National shall pay First Midwest, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Companyby wire transfer of same day funds, the Company shall pay to Parent interest on such amount from and including the date payment Termination Fee within two (2) business days of such amount was due to but excluding the date of actual payment at termination. (d) Notwithstanding anything to the prime rate set forth contrary herein, but without limiting the right of any party to recover liabilities or damages arising out of the other party’s fraud or its willful and material breach of any provision of this Agreement, in the Wall Street Journal in effect on the date such payment was no event shall either party be required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionpay the Termination Fee more than once.

Effect of Termination. In the event of termination by either Sellers or Purchaser of this Agreement pursuant to this Section 14, written notice thereof shall as promptly as practicable be given to the other Parties and thereupon this Agreement shall terminate and the Contemplated Transactions shall be abandoned without further action by the Parties hereto. Upon termination of this Agreement, (a) If except as otherwise provided in this Agreement is terminated pursuant to Section 8.1Agreement, this Agreement shall become void cease to have any force or effect, (b) the Parties shall not have any liability to each other, except for fraud occurring on or before the date of such termination, and (c) the Parties under this Agreement shall cease to have any further obligations under this Agreement except pursuant to Sections 2.2, 12, 14.5, 16.1 through 16.9, and 16.11 through 16.19 (as such obligations are affected by any defined terms contained herein relating thereto), and (d) all filings, applications and other submissions made pursuant to the Contemplated Transactions shall, to the extent practicable, be withdrawn from the Governmental Body or Person to which made. The Sellers’ right to terminate this Agreement and receive the Deposit pursuant to Sections 2.2(c), 2.2(d) and 14.3 shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Company or any other person in connection with this Agreement, the financing contemplated by the Term Sheet, the transactions contemplated hereby and thereby and shall be the sole and exclusive remedy of no effect with no liability on the part Sellers and its affiliates against the Purchaser, the Debt Financing Sources, if any, and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates, employees, representatives or agents for any loss suffered as a result of any party breach of any covenant or agreement in this Agreement or the failure of the transaction contemplated hereby to be consummated, in each case, in any circumstance in which the Sellers are permitted to terminate this Agreement and receive the Deposit pursuant to Sections 2.2 (c), 2.2(d) and 14.3, and upon the Sellers’ receipt and acceptance of such amounts, none of Purchaser, the Debt Financing Sources, if any, or any stockholderof their respective former, directorcurrent, officeror future general or limited partners, employeestockholders, agentmanagers, consultant members, directors, officers, affiliates, employees, representatives or representative agents shall have any further liability or obligation relating to or arising out of such party) to this Agreement or the other party heretotransactions contemplated by this Agreement; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (ix) by Parent Sellers pursuant to Section 14.3(d) solely by reason of Purchaser’s non-compliance therewith and in the absence of any other termination rights and provisions in this Agreement (including, without limitation, by reason of Section 8.1(da Financing Termination), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due Purchaser pursuant to Section 8.2(b14.4(e) andsolely by reason of Seller’s non-compliance therewith and in the absence of any other termination rights and provisions in this Agreement (including, in order without limitation, by reason of a Financing Termination), then the terminating Party retains its right to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment pursue any available remedies at law against the Companyother Party, which remedies survive the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actiontermination unimpaired.

Effect of Termination. (a) If In the event of termination of this Agreement by either Validus or IPC as provided in Section 7.1, this Agreement shall forthwith become void, and there shall be no liability or obligation on the part of IPC, Amalgamation Sub or Validus or their respective officers or directors under or arising from this Agreement, except with respect to Section 5.2(b) (Confidentiality), Section 5.7 (Fees and Expenses), Section 5.19 (Requisitioned Meeting); this Section 7.2 (Effect of Termination), Section 7.3 (Repayment of the Reimbursement Amount), and ARTICLE VIII (General Provisions), which shall survive such termination, except that no party shall be relieved or released from any liabilities or damages arising out of its willful breach of this Agreement (including in the event that this Agreement is terminated by either party pursuant to Section 8.17.2(e)). For the avoidance of doubt, this Agreement shall become void and of no effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party Section 5.17 shall not be relieved survive termination of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If IPC or Validus, as the case may be, terminates this Agreement is terminated pursuant to Section 7.1(d), then the non-terminating party shall, as promptly as reasonably practicable (and in any event within three business days following such termination), pay to the terminating party, by wire transfer of immediately available funds, an amount equal to $16,000,000 (the “Termination Fee”). (c) If either party terminates this Agreement pursuant to Section 7.1(c), and (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or after June 12, 2009 and on or prior to January 31, 2010, an Acquisition Proposal (which for the purposes of this Section 7.2(c) shall apply to an Acquisition Proposal for either IPC or Validus) shall have been publicly announced or otherwise communicated to the officers of a party or its board of directors, and (ii) within 12 month anniversary months of the date of such termination the Company of this Agreement, such party or any of its Subsidiaries subsidiaries enters into a definitive agreement or consummates an Acquisition Transaction with respect the person (or its affiliate) that made such Acquisition Proposal, then such party shall pay to the other party upon the earlier of the date of such execution or such consummation, by wire transfer of immediately available funds, the Termination Fee. (d) If either party terminates this Agreement pursuant to Section 7.1(e) and (i) at any Company Takeover time on or after June 12, 2009 and on or prior to the date of such termination an Acquisition Proposal or (which for the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” 7.2(d) shall apply to an Acquisition Proposal for either IPC or Validus) shall have been publicly announced or otherwise communicated to the meaning set forth in officers of the definition non-terminating party or its board of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such terminationdirectors, and (zii) in within 12 months of the case date of clause such termination of this Agreement, the non-terminating party or any of its subsidiaries enters into or consummates an Acquisition Transaction with the person (iii)or its affiliate) that made such Acquisition Proposal, then the non-terminating party shall pay to the terminating party upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table execution or such consummation, by wire transfer of Contentsimmediately available funds, the Termination Fee. (ce) The Company acknowledges that If IPC or Validus, as the agreements contained in Section 8.2(b) are an integral part of the Transactionscase may be, and that, without these agreements, Parent and Merger Sub would not enter into terminates this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due Agreement pursuant to Section 8.2(b7.1(f) andbecause the Required Validus Vote has not been obtained and (i) at any time on or after the date of this Agreement and on or prior to the date of the Validus Shareholders Meeting, in order an Acquisition Proposal is publicly announced or otherwise communicated to obtain the officers of Validus or Validus’ board of directors, and (ii) within 12 months of the date of such paymenttermination of this Agreement, Parent Validus or Merger Sub commences a claimany of its subsidiaries enters into or consummates an Acquisition Transaction with the person (or its affiliate) that made such Acquisition Proposal, action, suit or other proceeding that results in a judgment against the Company, the Company then Validus shall pay to Parent interest on such amount from and including IPC upon the date payment earlier of such amount was due to but excluding the date of actual payment such execution or such consummation, by wire transfer of immediately available funds, the Termination Fee. (f) If IPC or Validus, as the case may be, terminates this Agreement pursuant to Section 7.1(f) because the Required IPC Vote has not been obtained and (i) at the prime rate set forth in the Wall Street Journal in effect any time on or after June 12, 2009 and on or prior to the date of the IPC Shareholders Meeting, an Acquisition Proposal is publicly announced or otherwise communicated to the officers of IPC or IPC’s board of directors, and (ii) within 12 months of the date of such payment was required termination of this Agreement, IPC or any of its subsidiaries enters into or consummates an Acquisition Transaction with the person (or its affiliate) that made such Acquisition Proposal, then IPC shall pay to be made plus 1%Validus upon the earlier of the date of such execution or such consummation, together with reasonable legal fees and expenses incurred in connection with such claimby wire transfer of immediately available funds, suit, proceeding or other actionthe Termination Fee.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to any provision of Section 8.1, this Agreement shall forthwith become void and of have no effect with no liability on the part of any party (or any stockholderfurther force, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX 3.1 and Article X hereof VIII, and the provisions of the Confidentiality Agreement (ii) any other Section which, by its terms, relates to post-termination rights or obligations, shall survive such terminationtermination of this Agreement and remain in full force and effect. (b) If In recognition of the efforts, expenses and other opportunities foregone by Bancorp while structuring and pursuing the Merger, the parties hereto agree that FMS shall pay to Bancorp a termination fee of seven million three hundred thousand dollars ($7,300,000) (the “FMS Termination Fee”) in the manner and subject to the conditions set forth below if: (i) this Agreement is terminated (i) by Parent Bancorp pursuant to the provisions of Section 8.1(d8.1(i) or 8.1 (j), ; (ii) this Agreement is terminated by the Company Bancorp pursuant to the provisions of Section Sections 8.1(b) or 8.1(c) and, in each case, within 18 months after such termination FMS or a FMS Subsidiary enters into any agreement with respect to, or consummates, any Acquisition; (iii) this Agreement is terminated by Bancorp pursuant to Sections 8.1(b) or 8.1(c) resulting from the intentional or willful conduct or gross negligence of FMS; (iv) this Agreement is terminated by either Parent Bancorp or the Company FMS pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) 8.1(e), and (A) prior to such termination a Company Takeover an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the Company senior management of FMS or its stockholders the FMS Board of Directors (or a Company Takeover Proposal any Person shall have otherwise become publicly announced, communicated or made known and (Ban intention, whether or not conditional, to make an Acquisition Proposal) at any time on or after the date of this Agreement and prior to the 12 month anniversary taking of the vote of the shareholders of FMS contemplated by this Agreement at the FMS Meeting; or (v) this Agreement is terminated by FMS pursuant to Section 8.1(k). In the event the FMS Termination Fee shall become payable pursuant to Section 8.2(b)(i), (iii) or (iv), (x) FMS shall pay to Bancorp an amount equal to three million seven hundred thousand dollars ($3,700,000) on or before the third Business Day following termination of this Agreement, and (y) if within 18 months after such termination the Company FMS or any of its Subsidiaries a FMS Subsidiary enters into a definitive any agreement with respect to, or consummates, any Acquisition, FMS shall pay to Bancorp the FMS Termination Fee (net of any Company Takeover Proposal payment made pursuant to clause (x) above) on the earliest of the date of execution of such agreement or consummation of the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes Acquisition. In the event the FMS Termination Fee shall become payable pursuant to Section 8.2(b)(ii), FMS shall pay to Bancorp the entire FMS Termination Fee on the earliest of the date of execution of such agreement or consummation of the Acquisition. In the event the FMS Termination Fee shall become payable pursuant to Section 8.2(v), FMS shall pay to Bancorp the entire FMS Termination Fee within three Business Days following the date of termination of this Agreement. Any amount that becomes payable pursuant to this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% 8.2(b) shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 paid by wire transfer (of immediately available funds to an account designated by ParentBancorp. (c) in immediately available funds In recognition of the efforts, expenses and other opportunities foregone by Bancorp while structuring and pursuing the Merger, the parties hereto agree that FMS shall pay to Bancorp a termination fee of one million eight hundred thousand dollars (x$1,800,000) in the case of clause (i), if FMS terminates this Agreement pursuant to Section 8.1(l) and within two business days 18 months after such termination, (y) in the case of clause (ii), prior to termination FMS or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering a FMS Subsidiary enters into such definitive any agreement with respect to, or consummates, any Acquisition (the “FMS Section 8.1(l) Termination Fee”). In the event the FMS Section 8.1(l) Termination Fee shall become payable pursuant to a Company Takeover Proposal this Section 8.2(c), FMS shall pay to Bancorp the entire FMS Section 8.1(l) Termination Fee on the earliest of the date of execution of such agreement or consummation of the transactions contemplated Acquisition. Any amount that becomes payable pursuant to this Section 8.2(c) shall be paid by a Company Takeover Proposal wire transfer of immediately available funds to an account designated by Bancorp. (unless d) Except as provided in Sections 8.2(b) and 8.3, whether or not the transactions contemplated Merger is consummated, all out of pocket expenses, including, without limitation, reasonable legal accounting and investment banking expenses incurred by such Takeover Proposal were consummated prior to such termination, other party in which case, such fee shall be payable on connection with the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter entering into this Agreement; accordingly, if Agreement and the Company fails carrying out of all acts contemplated hereunder (collectively referred to pay in a timely manner any amount due pursuant to Section 8.2(bhereunder as the “Costs”) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such claimCosts. (e) In no event shall any officer, suitagent, proceeding or other actiondirector of FMS, any FMS Subsidiary, Bancorp or any Bancorp Subsidiary, be personally liable thereunder for any default by any party in any of its obligations hereunder unless any such default was intentionally caused by such officer, agent or director. (f) In no event shall Bancorp be entitled to receive both the FMS Termination Fee and the FMS Section 8.1(1) Termination Fee.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to Section 8.1‎Section 8.01, this Agreement Agreement, except for the provisions of the second sentence of ‎Section 5.02, ‎Section 6.13, this ‎Section 8.02 and Sections ‎9.02 through ‎9.12, shall become void and of have no effect with no effect, without any liability on the part of any party (or its directors, officers or shareholders with respect thereto. Notwithstanding the foregoing, nothing in this ‎Section 8.02 shall relieve any party to this Agreement of liability for fraud or any stockholderwillful and intentional breach of any provision of this Agreement and, directorif it shall be judicially determined that termination of this Agreement was caused by a willful and intentional breach of this Agreement, officerthen, employeein addition to other remedies at law or equity for a willful and intentional breach of this Agreement, agent, consultant or representative of such party) the party so found to have willfully and intentionally breached this Agreement shall indemnify and hold harmless the other party heretoparties for their respective reasonable out-of-pocket costs, fees and expenses of their counsel, accountants, financial advisors and other experts and advisors as well as fees and expenses incident to negotiation, preparation and execution of this Agreement, including related severance costs and expenses and related documentation and shareholders’ meetings and consents (collectively, “Costs”); provided, however, that if such upon payment by (x) PRE of the Termination Fee in full or (y) Parent of the Partial AXIS Reimbursement in full, PRE or Parent (as applicable) shall no longer be required to indemnify and hold harmless Parent and Merger Sub, or PRE (as applicable), for their Costs pursuant to this ‎Section 8.02(a). No termination of this Agreement shall result from the (i) failure of either party to fulfill a condition to the performance of affect the obligations of the other party to parties contained in the extent required by Confidentiality Agreement, all of which obligations shall survive termination of this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationin accordance with their respective terms. (b) If this Agreement is terminated (i) by Parent PRE pursuant to the provisions of Section 8.1(d‎Section 8.01(i), (ii) by the Company pursuant then PRE will, concurrently with such termination, pay to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth designee in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 cash by wire transfer (in immediately available funds to an account designated by ParentParent a termination fee in an amount equal to $135,000,000 (the “Go-Shop Termination Fee”). (c) If this Agreement is terminated by Parent for any reason pursuant to ‎Section 8.01(d), then PRE will, within three Business Days following any such termination, pay to Parent or its designee in cash by wire transfer in immediately available funds to an account designated by Parent a termination fee in an amount equal to $250,000,000 (x) in the case of clause (i“Termination Fee”), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated as provided in Section 7.1 hereof (other than pursuant to Section 8.17.1(a)), written notice thereof shall be given to Parent, in the case of termination by the Company, or to the Company, in the case of termination by Parent, specifying the provisions hereof pursuant to which such termination is made and the basis therefor, and this Agreement shall forthwith become null and void and of no effect with no liability on and the part obligations of the Parties under this Agreement shall terminate, without Liability of any party Party (or any stockholder, director, officer, employee, agent, consultant or representative Representative of such partyParty) to the other party Parties hereto; provided, howeverthat, that if such no termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party pursuant to perform an agreement or covenant hereof, such party Section 7.1 shall not be relieved of relieve any Party from any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. damages resulting from (a) fraud or (b) If this Agreement is terminated (i) willful material breach by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any Party of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal covenants or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated agreements prior to such termination, in which each case, such fee shall be payable on the date as determined by a court of such termination). Table of Contents (c) The Company acknowledges competent jurisdiction pursuant to a final and nonappealable judgment; provided, further, that the agreements contained obligations set forth in Section 8.2(b5.5(d) are an integral part (Information and Access), Section 5.10 (Expenses), Section 5.17(b) (Reservation of Parent Common Stock), this Section 7.2 and Section 7.3 (Payments), as well as Article VIII (Miscellaneous), and the definitions of all defined terms appearing in such Sections or Article shall survive any termination of this Agreement. The Parties acknowledge and agree that irreparable damage would occur in the event that any of the Transactionsprovisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that monetary damages, and thateven if available, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordinglybe an adequate remedy therefor, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Companyall events, the Company Parties shall pay be entitled to Parent interest on an injunction or injunctions, or any other appropriate form of equitable relief to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions of this Agreement in accordance with Section 8.13. No termination of this Agreement shall affect the rights and obligations of the Parties under the Confidentiality Agreement or (to the extent such amount from Party is a party thereto) under any Collective Agreement (other than this Agreement), all of which rights and including obligations, to the date payment extent not theretofore terminated or extinguished, shall survive termination of this Agreement in accordance with the terms of such amount was applicable agreement or instrument. For purposes of this Agreement, “willful material breach” means a material breach of a party’s covenants and agreements that is the consequence of an act or omission by a party with the knowledge that the taking of such act or failure to take such action would be a material breach of such party’s covenants or agreements (provided, that, the knowledge of any officer, director and/or employee of such party who would reasonably be expected to know, or after reasonable due to but excluding the date of actual payment at the prime rate set forth inquiry would learn, in the Wall Street Journal in effect on ordinary course of the date performance of such payment was required individual’s responsibilities as an officer, director and/or employee, that the taking of such act or failure to take such action would be made plus 1%, together with reasonable legal fees a material breach of such party’s covenants and expenses incurred in connection with agreements will be imputed to such claim, suit, proceeding or other actionparty).

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated by either Parent or the Company pursuant to Section 8.18.1 hereof, this Agreement shall become void forthwith be terminated and have no further effect, the obligations of no effect with the parties hereunder shall terminate, and there shall be no liability on the part of any party (or any stockholderhereto with respect thereto, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.194.20, Section 6.65.10, the last sentence of Section 6.3(a), Section 6.18, this Section 8.2, Article Section 8.3 and ARTICLE IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationthe termination of this Agreement and (ii) nothing herein shall relieve any party from liability or damages for fraud or for any willful breach or hereof or for any willful misrepresentation. (b) If Except as provided in this Section 8.2, all fees and expenses incurred in connection with the Offer, the Merger, this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is terminated consummated. (i) by Parent pursuant to In the provisions of Section 8.1(d), event that: (iiw) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to the Offer Closing, a Superior Proposal shall have been made to the Company and such termination Superior Proposal becomes publicly known prior to the Offer Closing or shall have been made directly to the stockholders of the Company generally prior to the Offer Closing and, in either case, such Superior Proposal shall not have been publicly withdrawn at least two business days prior to the Offer Closing or any Person shall have publicly announced an intention (whether or not conditional) to make a Superior Proposal, (B) this Agreement is terminated by Parent pursuant to Section 8.1(e) and (C) within 12 months after such termination, the Company Takeover enters into a definitive agreement to consummate a Superior Proposal or consummates a Superior Proposal; (x) (A) prior to the Offer Closing, a Superior Proposal shall have been made to the Company or its shall have been made directly to the stockholders of the Company generally or a Company Takeover Proposal shall have otherwise become publicly known and or any Person shall have publicly announced an intention (whether or not conditional) to make a Superior Proposal, (B) at any time on this Agreement is terminated by Parent or prior to the 12 month anniversary of such termination the Company pursuant to Section 8.1(b)(i) and (C) within 12 months after such termination, the Company consummates a Superior Proposal; (y) this Agreement is terminated by Parent pursuant to Section 8.1(d); or any of its Subsidiaries enters into a definitive agreement with respect (z) this Agreement is terminated by Company pursuant to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B8.1(g), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), then the Company shall pay Parent a fee equal to $12,850,000 2,500,000 (the “Company Termination Fee”) by wire transfer of same-day funds in accordance with the following sentence; provided that the Company Termination Fee shall be an amount equal to $5,000,000 in the event the Company Termination Fee is payable pursuant to (1) Section 8.2(c)(i)(w) and the Company enters into an agreement to an account designated by Parentconsummate a Superior Proposal or consummates a Superior Proposal, in each case with Endo or any of its Affiliates, (2) Section 8.2(c)(i)(x) and the Company consummates a Superior Proposal with Endo or any of its Affiliates, (3) Section 8.2(c)(i)(y) in immediately available funds connection with a Company Takeover Proposal from Endo or any of its Affiliates or (x4) Section 8.2(c)(i)(z) and the Company enters into a binding agreement with Endo or any of its Affiliates with respect to a Superior Proposal. The Company Termination Fee shall be payable as follows: in the case of termination pursuant to clause (i)w) above, within two business days after the Company shall pay Parent 50% of the Company Termination Fee upon such terminationtermination and 50% of the Company Termination Fee on the date of execution of such definitive agreement or, (y) if earlier, consummation of such transactions; in the case of a termination pursuant to clause (ii)x) above, prior to or concurrently with the Company shall pay Parent the Company Termination Fee on the date of consummation of such termination, transaction; and (z) in the case of clause a termination pursuant to clauses (y) or (z) above, the Company shall pay Parent the Company Termination Fee on the date of termination of this Agreement. Notwithstanding the foregoing, in the event that this Agreement is terminated pursuant to Section 8.1(c) solely by reason of the condition set forth in clauses (iii), upon (iv), (v), (ix) and (x) of Exhibit A failing to be satisfied notwithstanding the earlier Company’s due performance of entering into such definitive agreement and compliance with respect its covenants and obligations hereunder, including pursuant to a Company Takeover Proposal or consummation Section 6.1 and Section 6.5, nothing herein shall (i) limit the right of the transactions contemplated by a Company Takeover Proposal (unless to enter into any transaction after the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the effective date of such termination). Table of Contentstermination or (ii) require the Company to pay a Company Termination Fee. (cii) The Company acknowledges that the agreements contained in this Section 8.2(b8.2(c) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails promptly to pay in a timely manner any amount the amount(s) due pursuant to this Section 8.2(b) 8.2(c), and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that which results in a judgment against the CompanyCompany for the amount(s) due pursuant to this Section 8.2(c), the Company shall pay to Parent its out-of-pocket costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment amount(s) at the prime rate set forth in the Wall Street Journal of Citibank, N.A. in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionmade.

Effect of Termination. (a) If Except as provided in Sections 5.1, 5.3 and 9.3 and this Section, in the event of the termination of this Agreement pursuant to Section 7.1, or in the event the Transactions shall not have been consummated prior to the end of business on the Termination Date, this Agreement shall forthwith become void, there shall be no liability on the part of either party, or any of their respective shareholders, officers or directors, to the other and all rights and obligations of either party shall cease; provided, however, that such termination shall not relieve either party from liability for any misrepresentation or breach of any of its warranties, covenants or agreements set forth in this Agreement. (b) In the event this Agreement is terminated by Meridian pursuant to the provisions of Section 7.1(c) or by ATS pursuant to the provisions of Section 7.1(d), the terminating party shall be entitled to damages as follows and in no other circumstances other than fraud: (i) in the event that any misrepresentation that was made was not a willful misrepresentation at the time it was made, or any breach of any warranty, covenant or agreement set forth in this Agreement was not a willful breach, on the part of the non-terminating party, then the terminating party shall be entitled to recover only its reasonable out-of- pocket fees and expenses not to exceed in the aggregate $45,000; and (ii) in the event that any misrepresentations that was made was a willful misrepresentation at the time it was made, or the breach of any warranty, covenant or agreement was a willful breach, on the part of the non-terminating party, then the terminating party shall be entitled to recover the actual amount of its damages, including without limitation consequential damages and reasonable out-of-pocket fees and expenses, in an amount not to exceed the amount of the Indemnity Escrow Fund. Notwithstanding the foregoing, each party shall have the right to seek specific performance pursuant to the provisions of Section 9.5. (c) In the event this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and of no effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Sections 5.7, 5.8, 7.1(a), 7.1(b), 7.1(e) or 7.1(f), except as provided in Section 3.197.2(a), Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions neither of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal parties shall have been made to the Company any further rights or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionremedies.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to Section 8.17.1, this Agreement Agreement, except for the provisions of the second sentence of each of Section 5.2(g) and Section 5.3(g) and the provisions of Sections 7.2, 7.7 and 8.11, shall become void and of have no effect with no effect, without any liability on the part of any party (or its directors, officers or stockholders. Notwithstanding the foregoing, nothing in this Section 7.2 shall relieve any stockholderparty to this Agreement of liability for a material breach of any provision of this Agreement and provided, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; providedfurther, however, that if such it shall be judicially determined that termination of this Agreement was caused by an intentional breach of this Agreement, then, in addition to other remedies at law or equity for breach of this Agreement, the party so found to have intentionally breached this Agreement shall result indemnify and hold harmless the other parties for their respective out-of-pocket costs, fees and expenses of their 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, preparation of filings, and shareholders' meetings and consents, and any litigation by third parties resulting from the (i) failure execution of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination"Costs"). (b) If this Agreement is terminated Culligan agrees that, if: (i) by Parent Culligan terminates this Agreement pursuant to the provisions of Section 8.1(d7.1(g), ; or (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior USF or Culligan terminates this Agreement pursuant to such termination a Company Takeover Proposal shall have been made Section 7.1(e) or USF terminates this Agreement pursuant to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and Section 7.1(d), (B) at any the time on or prior to the 12 month anniversary of such termination there is a publicly announced or disclosed Competing Transaction with respect to Culligan involving a third party or, in the Company case of a termination pursuant to Section 7.1(d), at the time of such termination there is a Competing Transaction with respect to Culligan involving a third party and USF is aware of such Competing Transaction even if not publicly announced or any disclosed, and (C) within six months after such termination, Culligan shall enter into an Acquisition Agreement for a Business Combination (as defined below) or consummates a Business Combination; then, (X) in the case of its Subsidiaries enters into a termination by Culligan as described in clause (i) above, concurrently with such termination, or (Y) in the case of a termination by Culligan or USF as described in clause (ii) above upon the earlier of the consummation of a Business Combination or execution of a definitive agreement with respect thereto, Culligan will pay to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth USF in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 cash by wire transfer (in immediately available funds to an account designated by ParentUSF (i) in immediately available funds (x) reimbursement for USF's expenses an amount in cash equal to the case aggregate amount of clause (i), within two business days after such termination, (y) USF's Costs incurred in the case of clause (ii), prior to or concurrently connection with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of pursuing the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such terminationthis Agreement, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and thatincluding, without these agreementslimitation, Parent legal, accounting and Merger Sub would not enter into this Agreement; accordinglyinvestment banking fees, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due up to but excluding the date not in excess of actual payment at the prime rate set forth an amount equal to $5 million in the Wall Street Journal aggregate and (ii) a termination fee in effect on the date an amount equal to $42 million (such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.amounts

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and of no effect with there shall be no liability on the part of any party (Purchaser, Merger Sub or the Company or any stockholderof their respective affiliates, directordirectors, officerofficers, employeeor stockholders, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the except (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by as set forth in this Agreement or Section 7.5 and Section 8.3 and (ii) failure nothing herein shall relieve any party from liability for any willful breach of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If In the event that: (i) Company shall have terminated this Agreement pursuant to Section 7.3(a); or (ii) this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Purchaser or Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date7.2(b) or Section 8.1(b)(iii7.2(c) and both (Ax) prior to such termination a Company Takeover termination, an Acquisition Proposal shall have been made to the Company Board or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or publicly announced and, in each case, not irrevocably withdrawn, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal which intention has not been irrevocably withdrawn and (y) within twelve months after the date of its Subsidiaries enters into such termination, the Company consummates any transaction specified in the definition of “Acquisition Proposal;” then in any such case, the Company shall pay Purchaser a definitive agreement termination fee of $15,200,000 by wire transfer of immediately available funds to the account or accounts designated by Purchaser. Such payment shall be made (1) concurrently with respect such termination in the case of a termination by the Company pursuant to any Section 7.3(a) and (2) on the first business day after the consummation of the transaction referred to in clause (y) of Section 7.5(b)(ii) in the case of a termination fee payable pursuant to Section 7.5(b)(ii). For the avoidance of doubt, the Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for shall not be required to pay a termination fee pursuant to more than one clause of this Section 7.5(b). For purposes of this Section 8.2(b)(iii)(B7.5(b), the term “Company Takeover Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.2(a) except that references in Section 5.2(a) to “15%” shall be replaced by “50%”. (c) If the Company shall have terminated this Agreement pursuant to (i) Section 7.2(b) if the failure to satisfy the conditions set forth in Section 6.2(a) or Section 6.2(b) shall have resulted in the definition Merger not occurring prior to the Outside Date or (ii) Section 7.3(b), then, in any such case, Purchaser shall pay the Company a termination fee of $4,000,000 within one business day following such termination, in immediately available funds by wire transfer to such account or accounts as the Company Takeover Proposal except that all references may designate in writing to 20% the Purchaser. (d) If the Purchaser shall be deemed references have terminated this Agreement pursuant to 35%)(i) Section 7.2(b) if the failure to satisfy the conditions set forth in Section 6.3(a) or Section 6.3(b) shall have resulted in the Merger not occurring prior to the Outside Date or (ii) Section 7.4, then, in any such case, the Company shall pay Parent the Purchaser a termination fee equal to of $12,850,000 by wire transfer (to an account designated by Parent) 4,000,000 within one business day following such termination, in immediately available funds by wire transfer to such account or accounts as the Purchaser may designate in writing to the Company. (xe) in the case of clause If both (i), within two business days after such termination, (y) in the case of clause Company shall have withdrawn or modified the Company Board Recommendation pursuant to Section 5.3(b) and (ii)) the condition set forth in Section 6.1(a) shall not have been satisfied, prior then, in any such case, the Company shall pay the Purchaser a termination fee of $15,200,000 within one business day following the termination of this Agreement, in immediately available funds by wire transfer to such account or concurrently with such termination, and accounts as the Purchaser may designate in writing to the Company. (zf) in The parties acknowledge that the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to termination fees set forth above constitute a Company Takeover Proposal or consummation reasonable estimate of the transactions contemplated damages that will be suffered by a Company Takeover Proposal (unless reason of the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee termination of this Agreement and shall be payable on the date in full and complete satisfaction of any and all damages arising as a result of such termination). Table of Contents (c) The Company acknowledges parties further acknowledge that the agreements contained in this Section 8.2(b) 7.5 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub the parties would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.

Effect of Termination. Except as otherwise provided herein, in the event of the termination of this Agreement as to any Party, (a) If this Agreement is terminated pursuant to Section 8.1, this Agreement shall become null and void and be deemed of no effect force and effect, with no liability on the part of such Party or any party of its affiliates (or of any stockholderof their respective directors, directorofficers, officeremployees, employeeconsultants, agentcontractors, consultant advisory clients, agents, legal and financial advisors or representative other representatives of such partyParty or its affiliates), including, without limitation, in the event that Fir Tree terminates this Agreement solely as to itself pursuant to Section 7.1(f) hereof, all references applicable to Fir Tree, the PRIFA BANs, the PRIFA BANs Litigation, and the PRIFA Stipulation shall be deemed stricken from this Agreement and deemed of no force and effect, (b) such Party shall not have any obligations to any other party heretoParty arising out of, and shall have no further rights, benefits or privileges under, this Agreement (including, without limitation, any rights to Consummation Costs or the PSA Restriction Fee, except as provided in accordance with the provisions of the Plan), except for the obligations and/or provisions set forth in Sections 2.1, 7.3, 8.3, 8.4, 8.8, 8.13 and 8.15 hereof and this clause (b) of Section 7.2, which provisions are intended to survive the expiration or termination of this Agreement and shall continue in full force and effect in accordance with the terms hereof; provided, however, that if any liability of a Party for failure to comply with the terms of this Agreement prior to the date of such expiration or termination shall result from survive such expiration or termination, and (c) such Party shall have all the (i) failure rights and remedies that it would have had, and be entitled to take all actions that it would have been entitled to take, had it not entered into this Agreement and no such rights shall be deemed waived pursuant to a claim of either party laches or estoppel, and the Parties agree to fulfill waive, and not raise as a condition to defense, the performance applicable statute of the obligations of the other party to the extent required limitations for any claim, litigation, proceeding, action or matter against another Party barred by this Agreement as though such statute of limitations had been tolled during such time that this Agreement was binding on the Party then asserting such claim, litigation, proceeding, action, or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breachmatter; providedfurtherprovided, however, that the provisions in no event shall any such termination relieve such Party from liability for its breach or non-performance of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained its obligations hereunder prior to the Outside Date) date of such expiration or Section 8.1(b)(iii) termination; and, provided, further, that, unless otherwise ordered by the Title III Court, upon notice to such terminating Party, any and (A) all consents, ballots and votes tendered by such Party prior to such expiration or termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%)be, for all purposes, automatically null and void ab initio, and shall not be considered or otherwise used in any manner by the Company shall pay Parent Parties in connection with the Plan, this Agreement or otherwise. Except in connection with a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in dispute concerning a breach of this Agreement or the case interpretation of clause (i), within two business days after such the terms hereof upon termination, (y) neither this Agreement nor any terms or provisions set forth herein shall be admissible in any dispute, litigation, proceeding or controversy among the case Parties and nothing contained herein shall constitute or be deemed to be an admission by any Party as to any matter, it being understood that the statements and resolutions reached herein were the result of clause (ii), prior to or concurrently with such termination, negotiations and compromises of the respective positions of the Parties and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect no Party shall seek to a Company Takeover Proposal take discovery concerning this Agreement or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral admit this Agreement or any part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter it into this Agreement; accordingly, if the Company fails to pay in a timely manner evidence against any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionParty hereto.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Xxxxxxx or Sterling as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on Webster, Sterling, any of their respective Subsidiaries or any of the part officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any stockholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure Section 6.2(b), Section 6.14 and this Section 8.2 and Article IX shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or Agreement, and (ii) failure of either party notwithstanding anything to perform an agreement or covenant hereofthe contrary contained in this Agreement, such party neither Xxxxxxx nor Sterling shall not be relieved or released from any liabilities or damages arising out of its willful and material breach of any liability provision of this Agreement. (i) In the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been communicated to or otherwise made known to the Board of Directors or senior management of Sterling or shall have been made directly to the stockholders of Sterling generally or any person shall have publicly announced (and not withdrawn at least two (2) business days prior to the Sterling Meeting) an Acquisition Proposal, in each case with respect to Sterling and (A) (x) thereafter this Agreement is terminated by either Xxxxxxx or Sterling pursuant to Section 8.1(c) without the Requisite Sterling Vote having been obtained (and all other party conditions set forth in Sections 7.1 and 7.3 were satisfied or were capable of being satisfied prior to such termination) or (y) thereafter this Agreement is terminated by Xxxxxxx pursuant to Section 8.1(d) as a result of such failure or breach; providedfurthera willful breach by Sterling, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary date that is twelve (12) months after the date of such termination the Company or any of its Subsidiaries termination, Sterling enters into a definitive agreement or consummates a transaction with respect to any Company Takeover an Acquisition Proposal (whether or not the transactions contemplated same Acquisition Proposal as that referred to above), then Sterling shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Xxxxxxx, by any Company Takeover Proposal are consummated wire transfer of same day funds, a fee equal to $185,000,000 (provided the “Termination Fee”); provided, that solely for purposes of this Section 8.2(b)(iii)(B8.2(b)(i), the term “Company Takeover Proposal” shall have the meaning set forth all references in the definition of Company Takeover Acquisition Proposal except to “25%” shall instead refer to “50%”. (ii) In the event that all references this Agreement is terminated by Xxxxxxx pursuant to 20% shall be deemed references to 35%Section 8.1(f), the Company then Sterling shall pay Parent a fee equal to $12,850,000 Xxxxxxx, by wire transfer of same day funds, the Termination Fee within two (2) business days of the date of termination. (i) In the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been communicated to or otherwise made known to the Board of Directors or senior management of Xxxxxxx or shall have been made directly to the stockholders of Xxxxxxx generally or any person shall have publicly announced (and not withdrawn at least two (2) business days prior to the Xxxxxxx Meeting) an account designated by ParentAcquisition Proposal, in each case with respect to Xxxxxxx, and (A) in immediately available funds (x) thereafter this Agreement is terminated by either Xxxxxxx or Sterling pursuant to Section 8.1(c) without the Requisite Xxxxxxx Vote having been obtained (and all other conditions set forth in the case Sections 7.1 and 7.2 were satisfied or were capable of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated being satisfied prior to such termination) or (y) thereafter this Agreement is terminated by Sterling pursuant to Section 8.1(d) as a result of a willful breach by Xxxxxxx, in which case, such fee shall be payable on and (B) prior to the date that is twelve (12) months after the date of such termination, Xxxxxxx enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above). Table , then Xxxxxxx shall, on the earlier of Contentsthe date it enters into such definitive agreement and the date of consummation of such transaction, pay Sterling, by wire transfer of same day funds, the Termination Fee, provided, that for purposes of this Section 8.2(c)(i), all references in the definition of Acquisition Proposal to “25%” shall instead refer to “50%”. (cii) The Company acknowledges In the event that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due Agreement is terminated by Sterling pursuant to Section 8.2(b) and8.1(e), in order to obtain such paymentthen Xxxxxxx shall pay Sterling, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Companyby wire transfer of same day funds, the Company shall pay to Parent interest on such amount from and including the date payment Termination Fee within two (2) business days of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actiontermination.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to as provided in Section 8.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void and of no effect with there shall be no liability on the part of any party (Yahoo!, Purchaser or any stockholderLaunch, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the except (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by as set forth in this Agreement or Section 8.2 and (ii) failure nothing herein shall relieve any party from liability for any breach of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If this Agreement is terminated (i) by Parent Yahoo! shall have terminated this Agreement pursuant to the provisions of Section 8.1(d8.1(e), or (ii) by the Company Launch shall have terminated this Agreement pursuant to Section 8.1(f), then Launch shall pay to Yahoo! a termination fee (the provisions "Termination Fee") of Section 8.1(c) or (iii) $480,000. Payment of Termination Fee shall be a condition to the effectiveness of a termination by either Parent or the Company Launch pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B8.1(f), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in . In the case of clause (ia termination by Yahoo! pursuant to Section 8.1(e), within such Termination Fee shall be due and payable promptly, but in no event later than two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents. (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part If each of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into following shall occur: (i) Yahoo! shall have terminated this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due Agreement pursuant to Section 8.2(b8.1(c) and(but only if such termination is the result of the failure of the Minimum Condition or the occurrence of an event set forth in subsections (d) or (f) of Annex I hereto); (ii) following the date hereof but prior to such termination an Acquisition Proposal shall have been commenced, publicly proposed or communicated to Launch or its stockholders; and (iii) within nine months following such termination of this Agreement, Launch shall have entered into an Acquisition Agreement with respect to an Acquisition Proposal or shall have consummated the transaction contemplated by an Acquisition Proposal, then immediately upon the occurrence of the first to occur of the events identified in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company clause (iii) Launch shall pay to Parent interest Yahoo! the Termination Fee. (d) All amounts payable under this Section 8.2 shall be payable by cashier's check or wire transfer to such account as Yahoo! may designate in writing to Launch. Launch shall not withhold any United States withholding taxes on such amount from and including the date any payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionunder this Section 8.2.

Effect of Termination. (a) If Any termination of this Agreement is terminated by Parent pursuant to this Article VIII shall require Parent and Purchaser to terminate the Offer if theretofore commenced. (b) Except as provided in Section 8.18.5(c), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII prior to the Effective Time, this Agreement (other than Section 6.2(b) and 6.16(b) and Articles VIII and IX and, if the Purchase Time has occurred, Sections 3.2, 3.5 and 6.5) shall become void and of no effect with no liability on the part of any party (or of any stockholderof its directors, directorofficers, officeremployees, employeeagents, agent, consultant legal and financial advisors or representative of such party) to the other party heretorepresentatives); provided, however, that if that, subject to Section 8.5(f), no such termination (or termination of the Offer) shall result relieve any Person of any liability or damages resulting from willful or intentional breach of this Agreement. (c) In the event that: (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c8.3(b) or by Parent pursuant to Section 8.4(c); or (iiiii) this Agreement is terminated by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date8.3(a)(ii) or 8.3(a)(iii) or by Parent pursuant to Section 8.1(b)(iii8.4(a) or 8.4(b), and (A) at any time on or after the date hereof and prior to such termination a Company Takeover bona fide Acquisition Proposal shall have been made to the Company Board or its stockholders publicly announced or a Company Takeover Proposal publicly disclosed and, in each case, not definitively withdrawn, or any Person shall have otherwise become publicly known and announced an intention to make an Acquisition Proposal which intention has not been definitively withdrawn (in each case, a “Qualifying Acquisition Proposal”), (B) the Minimum Tender Condition shall not have been satisfied at any the time on or prior to the 12 month anniversary of termination of this Agreement (and all other conditions set forth in Paragraphs 1(b) and 1(c) of Exhibit A shall have been satisfied at such termination the Company or time), (C) neither Parent nor any of its Subsidiaries Affiliates shall have publicly stated (and not withdrawn at least five (5) Business Days prior to such termination) that it would not be obligated to accept Shares for payment pursuant to the Offer if the Minimum Tender Condition were met, and (D) within nine (9) months after the date of such termination, either (1) the Company enters into a definitive acquisition agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are a Qualifying Transaction, which is thereafter consummated (provided provided, that solely for purposes consummation of this Section 8.2(b)(iii)(Bsuch Qualifying Transaction shall not be required if such acquisition agreement is entered into with the Person who (or whose Affiliate) proposed a Qualifying Acquisition Proposal), (2) the term “Company Takeover Board recommends that stockholders tender into a Qualifying Transaction that involves a tender or exchange offer, which offer is thereafter consummated (provided, that consummation of such offer shall not be required if such offer is made by the Person who proposed (or whose Affiliate proposed) a Qualifying Acquisition Proposal” shall have the meaning set forth ), or (3) a Qualifying Transaction is consummated; then in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%)any such case, the Company shall pay Parent a fee equal to $12,850,000 the Termination Fee, by wire transfer (of immediately available funds to an the account or accounts designated by Parent. Such payment shall be made (1) concurrently with such termination in immediately available funds the case of a termination by the Company pursuant to Section 8.3(b), (2) on the second Business Day following the date of such termination in the case of a termination by Parent pursuant to Section 8.4(c), and (3) on the first Business Day after (x) the entry into a definitive acquisition agreement, or the recommendation of the Company Board that stockholders tender their shares, with respect to the Qualifying Transaction with the Person who (or whose Affiliate) proposed a Qualifying Acquisition Proposal or (y) the consummation of the Qualifying Transaction, in the case of both (x) and (y) as referred to in clause (D) of Section 8.5(c)(ii) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior a termination fee payable pursuant to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such terminationSection 8.5(c)(ii). Table For the avoidance of Contentsdoubt, the Company shall not be required to pay a termination fee pursuant to more than one clause of this Section 8.5(c) or on more than one occasion. (cd) The Company acknowledges that the agreements contained in Section 8.2(b8.5(c) are an integral part of the Transactions, transactions contemplated by this Agreement and that, without these those agreements, Parent and Merger Sub Purchaser would not enter have entered into this Agreement; accordingly, . (e) Each party agrees that if either party commences litigation in connection with the Company fails to pay in a timely manner any amount due pursuant to payments contemplated by this Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company8.5, the Company prevailing party shall pay be entitled to Parent interest on such amount receive from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees losing party its costs and expenses incurred (including attorneys’ fees) in connection with such claimsuit. (f) Notwithstanding anything to the contrary in this Agreement, suiteach of Parent and Purchaser acknowledges and agrees on behalf of itself and its Affiliates that in the event that the Termination Fee becomes payable and is paid by the Company pursuant to this Section 8.5, proceeding the right to receive the Termination Fee shall constitute each of Parent and Purchaser’s sole and exclusive remedy under this Agreement; provided that Parent and Purchaser may seek money damages for a willful or other actionintentional breach of Section 6.3 in the event that Parent returns, and irrevocably waives any right to, the Termination Fee within ten (10) Business Days after receipt by the Parent of the Termination Fee.

Effect of Termination. (a) If In the event of termination of this Agreement by either First Financial or HopFed as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of First Financial, HopFed, 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 (i) Sections 5.10(c) and this Section 8.2 and Article IX (other than Section 9.1) shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, neither First Financial nor HopFed shall be relieved or released from any liabilities or damages arising out of its willful and material breach of any provision of this Agreement. (i) In the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management of HopFed or has been made directly to its shareholders generally or any person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to HopFed and (A) (1) thereafter this Agreement is terminated by either First Financial or HopFed pursuant to Section 8.1(c) and HopFed shall have failed to obtain the Requisite HopFed Vote or (2) thereafter this Agreement is terminated by First Financial pursuant to Section 8.1(d), and (B) prior to the date that is twelve (12) months after the date of such termination, HopFed enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then HopFed shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay First Financial, by wire transfer of same day funds, a fee equal to $5.1 million (the “Termination Fee”); provided, that for purposes of this Section 8.2(b), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%”. (ii) In the event that this Agreement is terminated pursuant to Section 8.18.1(e)(i), this Agreement Section 8.1(e)(ii), Section 8.1(f), or Section 8.1(g), then HopFed shall become void and pay First Financial, by wire transfer of no effect with no liability same day funds, the Termination Fee on the part date of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (bc) If Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages arising out of the other party’s willful and material breach of any provision of this Agreement, in the event that this Agreement is terminated (i) as provided in Section 8.1, the maximum aggregate amount of monetary fees, liabilities or damages payable by Parent pursuant HopFed under this Agreement shall be equal to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of ContentsTermination Fee. (cd) The Company Each of First Financial and HopFed acknowledges that the agreements contained in this Section 8.2(b) 8.2 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub the other party would not enter into this Agreement; accordingly, if the Company HopFed fails promptly to pay in a timely manner any the amount due pursuant to this Section 8.2(b) 8.2, and, in order to obtain such payment, Parent or Merger Sub First Financial commences a claim, action, suit or other proceeding that which results in a judgment against HopFed for the CompanyTermination Fee, the Company HopFed shall pay the costs and expenses of First Financial (including attorneys’ fees and expenses) in connection with such suit. In addition, if HopFed fails to Parent pay the amounts payable pursuant to this Section 8.2, then HopFed shall pay interest on such amount from and including overdue amounts at a rate per annum equal to the date payment of such amount was due to but excluding the date of actual payment at the “prime rate set forth in the Wall Street Journal rate” (as announced by JPMorgan Chase & Co. or any successor thereto) in effect on the date on which such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with for the period commencing as of the date that such claim, suit, proceeding or other actionoverdue amount was originally required to be paid.

Effect of Termination. (a) If In the event of the valid termination of this Agreement is terminated as provided in Section 9.1, written notice thereof shall forthwith be given to the other Party or Parties specifying the provision hereof pursuant to Section 8.1which such termination is made, and this Agreement shall forthwith become null and void and of no effect with there shall be no liability on the part of any party Amazon or Danube, other than the obligations of Amazon to pay the Termination Fee or the Regulatory Termination Fee, as applicable, and other amounts set forth in this Section 9.2 (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party heretoif applicable); provided, however, that if such termination subject to Section 9.2(g), nothing herein shall result release any Party from the liability (iincluding any monetary damages or other appropriate remedy) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement for Willful Breach or (ii) failure of either party to perform an agreement for fraud or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of provided for in the Confidentiality Agreement shall survive such terminationor Clean Team Agreement. (b) If In the event of a valid termination of this Agreement is terminated (i) by Parent Amazon or the Designated Sellers pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i9.1(c) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii9.1(d) and (AFinal Order) prior (only if such Order is issued pursuant to such termination a Company Takeover Proposal shall have been made to Antitrust Laws, Foreign Investment Laws, or other regulatory Laws in the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal United States, Canada, or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes jurisdictions set forth on Section 8.1(b) of this Section 8.2(b)(iii)(Bthe Danube Disclosure Letter), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable if on the date of such termination, all conditions to this Agreement are satisfied (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing). Table , or waived (where permissible pursuant to applicable Law), other than the conditions set forth in either Section 8.1(b) or Section 8.1(c) (with respect to Section 8.1(c), solely with respect to Orders or Laws pursuant to Antitrust Laws, Foreign Investment Laws, or other regulatory Laws), and Danube and Sellers are each not then in breach of Contentsany provision of this Agreement where such breach is the primary cause of the failure of the conditions set forth in Section 8.1(b) or Section 8.1(c) being satisfied, then Amazon shall pay, or cause to be paid, to Danube within five (5) Business Days of such termination, an amount in cash equal to $400,000,000 (the “Regulatory Termination Fee”). (c) The Company acknowledges that In the agreements contained in Section 8.2(bevent of a Specified Termination, Amazon shall pay, or cause to be paid, to Sellers (i) are an integral part of the Transactionsif such termination was by Amazon, prior to or substantially concurrently with, and thatas a condition to, without these agreementssuch termination, Parent and Merger Sub would not enter into this Agreement; accordinglyor (ii) if such termination was by the Designated Sellers, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(bwithin five (5) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment Business Days of such termination, an amount was due in cash equal to but excluding $400,000,000 (the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action“Termination Fee”).

Effect of Termination. 10.2.1 In the event of termination of this Agreement pursuant to any provision of Section 10.1, this Agreement shall forthwith become void and have no further force, except that (ai) the provisions of Sections 10.2, 11.1, 11.2, 11.4, 11.5, 11.6, 11.8, 11.9, 11.10, 11.11, and any other section which, by its terms, relates to post-termination rights or obligations, shall survive such termination of this Agreement and remain in full force and effect. 10.2.2 If this Agreement is terminated terminated, expenses and damages of the parties hereto shall be determined as follows: (A) Except as provided below, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses. (B) In the event of a termination of this Agreement because of a breach of any representation, warranty, covenant or agreement contained in this Agreement, the breaching party shall remain liable for any and all damages, costs and expenses, sustained or incurred by the non-breaching party as a result thereof or in connection therewith or with respect to the enforcement of its rights hereunder. (C) As a condition of BHLB’s willingness, and in order to induce BHLB to enter into this Agreement, and to reimburse BHLB for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, Beacon Federal hereby agrees to pay BHLB, and BHLB shall be entitled to payment of, $5.28 million (the “Termination Fee”) by wire transfer of same day funds on the earlier of (x) the date of termination or, if such date is not a Business Day, on the next following Business Day or (y) within three (3) Business Days after written demand for payment is made by BHLB, as applicable, following the occurrence of any of the events set forth below: (i) Beacon Federal terminates this Agreement pursuant to Section 8.1, 10.1.8 or BHLB terminates this Agreement shall become void and pursuant to Section 10.1.7; or (ii) The entering into a definitive agreement by Beacon Federal relating to an Acquisition Proposal or the consummation of no effect with no liability on an Acquisition Proposal involving Beacon Federal within one (1) year after the part occurrence of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the following: (i) failure the termination of either party this Agreement by BHLB pursuant to fulfill Section 10.1.2 or 10.1.3 because of a condition breach by Beacon Federal or any Beacon Federal Subsidiary after the occurrence of a bona fide Acquisition Proposal has been publicly announced or otherwise made known to the performance senior management or board of the obligations directors of the other party to the extent required by this Agreement Beacon Federal; or (ii) the termination of this Agreement by BHLB or Beacon Federal pursuant to Section 10.1.5 because of the failure of either party the shareholders of Beacon Federal to perform approve this Agreement at the Beacon Federal Shareholders Meeting after the occurrence of an agreement Acquisition Proposal has been publicly announced or covenant hereof, such party shall not be relieved of any liability otherwise made known to the other party as a result shareholders of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationBeacon Federal. (bD) If this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) Beacon Federal and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges BHLB acknowledge that the agreements contained in this Section 8.2(b) 10.2.2 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub neither party would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due . The amounts payable by Beacon Federal and BHLB pursuant to this Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences 10.2.2 constitute liquidated damages and not a claim, action, suit or other proceeding that results in a judgment against penalty and shall be the Company, the Company shall pay to Parent interest on such amount from sole and including the date payment exclusive monetary remedy of such amount was due to but excluding the date of actual payment at the prime rate set forth party in the Wall Street Journal in effect event of termination of this Agreement on the date bases specified in such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionsection.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either TD or Banknorth as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on TD, Banknorth, any of their respective Subsidiaries or any of the part officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any stockholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure of either party to fulfill a condition to Section 6.2(c), the performance of the confidentiality obligations of the other party to the extent required by Section 6.9, Section 8.2 and Section 9.2 shall survive any termination of this Agreement or and (ii) failure of either party notwithstanding anything to perform an agreement or covenant hereofthe contrary contained in this Agreement, such party neither TD nor Banknorth shall not be relieved or released from any liabilities or damages arising out of its willful breach of any liability to the other party as a result provision of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If Banknorth shall pay TD the sum of $150 million (the “Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by Parent TD pursuant to the provisions of Section 8.1(d8.1(f), then Banknorth shall pay the entire Termination Fee on the second Business Day following such termination; and (ii) if this Agreement is terminated by the Company (A) TD pursuant to the provisions Section 8.1(d) because of Banknorth’s willful breach of any representation, warranty, covenant or agreement under this Agreement, (B) by either TD or Banknorth pursuant to Section 8.1(e), or (C) by either TD or Banknorth pursuant to Section 8.1(c) or (iii) without a vote of the shareholders of Banknorth contemplated by either Parent or this Agreement at the Company pursuant Banknorth Shareholders Meeting having occurred, and in any such case an Acquisition Proposal with respect to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal Banknorth shall have been publicly announced or otherwise communicated or made known to the Company senior management or its stockholders Board of Directors of Banknorth (or a Company Takeover Proposal any person shall have otherwise become publicly announced, communicated or made known and (Ban intention, whether or not conditional, to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the 12 month anniversary date of the Banknorth Shareholders Meeting, in the case of clause (B), or the date of termination, in the case of clauses (A) or (C), then Banknorth shall pay (x) an amount equal to 10% of the Termination Fee on the second Business Day following such termination, and (y) if within 15 months after such termination the Company Banknorth or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Banknorth shall pay the remainder of the Termination Fee on the date of such execution or consummation. (c) Any Termination Fee or portion thereof that becomes payable pursuant to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% 8.2(b) shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 paid by wire transfer (of immediately available funds to an account designated by ParentTD in writing to Banknorth. (d) Banknorth acknowledges that the agreement contained in immediately available funds paragraph (xb) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation above is an integral part of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated this Agreement, that without such agreement by such Takeover Proposal were consummated prior to such terminationBanknorth, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub TD would not enter have entered into this Agreement; accordingly, if the Company and that such amounts do not constitute a penalty. If Banknorth fails to pay the amounts due under paragraph (b) above within the time periods specified in a timely manner such paragraph (b), Banknorth shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by TD in connection with any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount was due 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 but excluding be paid until the date of actual payment at payment. (e) Notwithstanding anything to the prime rate set forth in contrary contained herein, Banknorth shall be obligated, subject to the Wall Street Journal in effect on the date such payment was required terms of this Section 8.2, to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionpay only one Termination Fee.

Effect of Termination. (a) If In the event that this Agreement is shall be terminated pursuant to Section 8.19.1,(i) subject to the terms of the Confidentiality Agreement, Purchaser shall, and shall ensure that its Representatives shall, destroy all Information (as defined in the Confidentiality Agreement) and (ii) all further obligations of the parties hereto under this Agreement shall become void and of no effect with no liability on the part of any party (terminate without further Liability or any stockholder, director, officer, employee, agent, consultant or representative of such party) obligation to the other party parties hereto; provided, however, that if such termination shall result from that, notwithstanding the foregoing, the Liabilities and obligations under (iA) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or Confidentiality Agreement, and (iiB) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.192.9(c), Section 6.66.2(c), this Section 8.29.2, Article IX Section 9.3 and Article X hereof 10 shall continue in full force and the provisions of the Confidentiality Agreement shall survive such terminationeffect. (b) If Notwithstanding anything to the contrary in this Agreement, in the event of valid termination of this Agreement pursuant to Section 9.1, (i) the Seller’s Liability hereunder for any and all breaches of this Agreement prior to such termination of this Agreement shall be capped at an amount equal to the Breakup Fee and the Purchaser Expense Reimbursement (to the extent payable in accordance with Section 9.3), and (ii) no such termination shall relieve Purchaser from any Liability hereunder for any and all breaches of this Agreement prior to such termination of this Agreement (including if this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due Seller pursuant to Section 8.2(b9.1(k)), payment of the Deposit Escrow Amount pursuant to Section 2.9(c) andand the Seller shall be entitled to all remedies available at law or in equity. Upon payment of the Breakup Fee and the Purchaser Expense Reimbursement to Purchaser in accordance with Section 9.3, in order to obtain Purchaser and its former, current or future equityholders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees and any and all former, current or future equityholders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, Affiliates or assignees of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, and each Affiliate, officer, director, employee, controlling person, advisor, agent, attorney or representatives of any such paymentPerson (each, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company“Purchaser Related Party,” and collectively, the Company “Purchaser Related Parties”), will be deemed to have fully released and discharged the Seller and its former, current or future equityholders, advisors, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, Affiliates or assignees and any and all former, current or future equityholders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, Affiliates or assignees of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, from any Liability resulting from the termination of this Agreement, and neither Purchaser, any Purchaser Related Party nor any other Person shall pay have any other remedy or cause of action under or relating to Parent interest on such amount from and this Agreement or any applicable Law, including the date payment for reimbursement of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionexpenses.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated as provided in Section 8.1 hereof, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to Section 8.1which such termination is made, and this Agreement shall forthwith become null and void and of no effect with there shall be no liability on the part of any party (Parent, the Purchaser or any stockholderthe Company, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the except (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by as set forth in this Agreement or Section 8.2 and in Sections 6.3(a), 6.5 and 9.3 hereof and (ii) failure nothing herein shall relieve any party from liability for any willful and material breach of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If (i) Parent shall have terminated this Agreement pursuant to Section 8.1(h) hereof, (ii) Parent shall have terminated this Agreement pursuant to Section 8.1(g) hereof and within twelve (12) months following the date of any such termination, an acquisition pursuant to an Acquisition Proposal shall have been consummated or (iii) the Company shall have terminated this Agreement pursuant to Section 8.1(f)(ii), then in any such case the Company shall pay in immediately available funds simultaneously with such termination if pursuant to Section 8.1(f)(ii) hereof and promptly, but in no event later than two (2) business days after the date of such termination if pursuant to Section 8.1(h) hereof or the consummation of the acquisition contemplated by the Acquisition Proposal following a termination pursuant to Section 8.1(g), to Parent a Termination Fee, which fee shall be payable by wire transfer to such account as Parent may designate in writing to the Company. (c) Notwithstanding the provisions set forth in Section 8.2(a) and Section 8.2(b) above, if this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii8.1(i) hereof or by the Company pursuant to Section 8.1(j) hereof and Parent is not entitled to terminate, withdraw or not consummate the Offer under one or more of the conditions to the Offer set forth in Annex I to this Agreement (other than the condition set forth in subparagraph (k) of Annex I), Parent shall pay the Termination Fee to the Company in immediately available funds. Payment of the Termination Fee shall be made within two (2) business days after Parent's or the Company's termination of this Agreement pursuant to Section 8.1(i) or Section 8.1(j). (d) Notwithstanding the provisions set forth in Sections 8.2(a) and Section 8.2(b) above, if at least a majority of the issued and outstanding Common Stock on a fully diluted basis has been validly tendered and not withdrawn prior to the expiration of the Offer, and this Agreement is terminated by Parent pursuant to Section 8.1(c8.1(b) or by the Company pursuant to Section 8.1(e) hereof, Parent shall pay the Termination Fee to the Company in immediately available funds if Parent or the Company terminates this Agreement solely as a result of the Minimum Condition not having been satisfied, with payment of the Termination Fee to be made within two (iii2) business days after Parent's or the Company's termination of this Agreement. (e) For purposes of this Agreement, the term "Termination Fee" shall mean an amount equal to $4,975,000, plus an amount, not in excess of $1,000,000, equal to the actual and reasonably documented out-of-pocket expenses incurred by either Parent or Purchaser, on the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal one hand, or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B)Company, on the other hand, as the case may be, in connection with the Offer, the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%)Merger, this Agreement, the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in Stockholders' Agreement and the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, hereby and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionthereby.

Effect of Termination. (a) If Upon the termination of this Agreement is terminated pursuant in accordance with Section 11.2 hereof with respect to a System or Systems, and except as set forth in Section 8.111.3(c) below, the Parties shall be relieved of any further obligations or liability under this Agreement with respect to the System or Systems that are the subject of a termination except that: (i) in the case of a termination of this Agreement prior to any Closing occurring, only (1) the confidentiality obligations contained in Section 7.4 (with respect only to confidential information regarding Buyer) and Section 8.3 (with respect only to confidential information regarding Seller), (2) the confidentiality obligations under the Non-Disclosure Agreement, and (3) the expense allocation provisions under Section 16.1 shall survive such termination; provided, that, nothing herein shall relieve any Party from its obligations for a breach of this Agreement occurring prior to such termination. (ii) in the case of a termination of this Agreement after one but not both Closings have been consummated, this Agreement shall become void and of no effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) terminate only insofar as it relates to the other party heretoSystem for which a Closing did not occur and the following obligations with respect to such terminated System shall continue to apply: (1) the confidentiality obligations contained in Section 7.4 (with respect only to confidential information regarding Buyer) and Section 8.3 (with respect only to confidential information regarding Seller), (2) the confidentiality obligations under the Non-Disclosure Agreement, and (3) the expense allocation provisions under Section 16.1; provided, howeverthat, that if such termination except as provided in Section 11.3(b), nothing herein shall result relieve any party from the (i) failure its obligations in respect of either party to fulfill a condition to the performance any breach of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party occurring prior to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If Upon any termination pursuant to Section 11.2(b), Seller shall be entitled to retain the entire Escrow Amount as reimbursement for its out-of-pocket expenses incurred in connection with this Agreement is terminated (i) by Parent and the transactions contemplated hereby, and upon any termination pursuant to the provisions of Section 8.1(d11.2(a), (ii) by the Company pursuant to the provisions of Section 8.1(cc) or (iii) by either Parent or the Company pursuant d), Buyer shall be entitled to the provisions of Section 8.1(b)(i) entire Escrow Amount and Seller shall promptly, and in any event within two business days following such termination, return the Escrow Amount to Buyer (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (of immediately available funds to an account designated by Parent) Buyer). Notwithstanding anything to the contrary set forth in immediately available funds (x) in Section 15.3, the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation retention of the transactions contemplated Escrow Amount by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee Seller shall be payable on liquidated damages to Buyer in respect of all claims and shall be the date of sole and exclusive remedy available to Seller upon such a termination). Table of ContentsIn the event the Parties disagree as to whether a proper termination has occurred, Seller will not be entitled to retain or be obligated to repay the Escrow Amount until any such disagreement is resolved by the Parties in good faith. (c) The Company acknowledges that Notwithstanding anything to the agreements contrary contained in herein, the provisions of this Section 8.2(b) are an integral part 11.3, Article XV and Article XVI shall survive any termination of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated by a party pursuant to Section 8.17.1, written notice thereof shall promptly be given to the other party hereto, and upon such notice this Agreement shall terminate. Except as provided under this Section 7.2 or otherwise expressly in accordance with the terms of this Agreement, upon termination of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void and of no effect with further force and effect, there shall be no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) hereto to the other party, and all rights and obligations of any party heretohereto shall cease and the parties shall be released from any and all obligations hereunder; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.65.4(d), this Section 8.2, Article IX 7.2 and Article X hereof and the provisions of the Confidentiality Agreement ARTICLE VIII shall survive any such terminationtermination and (ii) nothing herein shall relieve any party from liability for damages resulting from fraud or the Willful Breach of any of its representations, warranties, covenants or agreements contained in this Agreement. (b) If Notwithstanding anything to the contrary in this Agreement, if this Agreement is terminated pursuant to Section 7.1(f) or Section 7.1(g), then FSC shall, within three (3) Business Days of such termination, pay to ABCB the sum of $29,000,000 (the “Termination Fee”) by wire transfer of immediately available funds. (c) Notwithstanding anything to the contrary in this Agreement, in the event that (i) a bona fide Acquisition Proposal with respect to FSC shall have been communicated to or otherwise made known to the senior management or board of directors of FSC or to the FSC Shareholders generally, or any Person or group of Persons shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to FSC after the date of this Agreement, and shall not have been publicly withdrawn, (ii) thereafter this Agreement is terminated (iA) by Parent ABCB or FSC pursuant to Section 7.1(b) (if the provisions FSC Shareholder Approval has not theretofore been obtained and all other conditions set forth in Sections 6.1 and 6.3 had been satisfied or waived or were capable of Section 8.1(d), (ii) by the Company pursuant being satisfied prior to the provisions of Section 8.1(csuch termination) or (B) by ABCB pursuant to Section 7.1(c) and (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Datedate that is twelve (12) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to months after the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary date of such termination the Company or any of its Subsidiaries enters into FSC consummates a definitive agreement transaction with respect to any Company Takeover an Acquisition Proposal or enters into an Acquisition Agreement, then FSC shall, on the transactions contemplated earlier of the date such transaction is consummated or any such Acquisition Agreement is entered into, pay to ABCB the Termination Fee by any Company Takeover Proposal are consummated (wire transfer of immediately available funds; provided that solely for purposes of this Section 8.2(b)(iii)(B7.2(c), the term “Company Takeover Proposal” shall have the meaning set forth references to twenty-five percent (25%) in the definition of Company Takeover Acquisition Proposal except that all references to 20% shall be deemed to be references to 35fifty percent (50%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents. (cd) The Company acknowledges parties acknowledge that the agreements contained in this Section 8.2(b) 7.2 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, that without these agreements, Parent and Merger Sub they would not enter into this Agreement; accordingly. Accordingly, if the Company FSC fails to pay in a timely manner any amount due Termination Fee payable by it pursuant to this Section 8.2(b) and7.2, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company then FSC shall pay to Parent ABCB its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, together with interest on such the amount from and including of the date payment of such amount was due to but excluding the date of actual payment fee at the prime annual rate set forth of interest (as published in the The Wall Street Journal Journal) plus two percent (2%) as the same is in effect on from time to time from the date such payment was required due under this Agreement until the date of payment. (e) Notwithstanding anything to be made plus 1%the contrary in this Agreement, together with reasonable legal fees and expenses incurred other than in connection with such claimfraud or a Willful Breach of this Agreement, suitthe payment of the Termination Fee pursuant to this Section 7.2 shall fully discharge FSC from, proceeding and be the sole and exclusive remedy of ABCB with respect to, any and all losses that may be suffered by ABCB based upon, resulting from or other actionarising out of the circumstances giving rise to the termination of this Agreement. In no event shall FSC be required to pay the Termination Fee on more than one occasion.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to Section 8.19.1 hereof, this Agreement shall forthwith become null and void and of have no effect with no effect, without any liability on the part of any party (hereto or its affiliates, directors, officers or stockholders and all rights and obligations of any stockholderparty hereto shall cease except for the agreements contained in Sections 7.8 and 7.10, director, officer, employee, agent, consultant or representative of such party) to the other party heretothis Section 9.2 and Article X; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, nothing contained in this Section 8.2, Article IX and Article X hereof and the provisions 9.2 shall relieve any party from liability for fraud or willful breach of the Confidentiality Agreement shall survive such terminationthis Agreement. (b) If The Company shall pay Parent the sum of $2,000,000 (the "Liquidated Amount") if this Agreement is terminated as follows: (i) if this Agreement is terminated by Parent or MergerCo pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c9.1(d)(ii)(A) or (iii) or; (ii) if this Agreement is terminated by either (x) the Company or Parent or MergerCo pursuant to Section 9.1(b)(i) as a result of the failure to obtain the required vote of the stockholders of the Company or by (y) Parent or MergerCo pursuant to Section 9.1(d)(i) and in the provisions case of Section 8.1(b)(i) any termination pursuant to clause (but only if the Stockholder Approval has not been obtained prior to the Outside Datex) or Section 8.1(b)(iii(y) and (A) prior to such termination a Company Takeover an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the Company Board of Directors (or its stockholders or a Company Takeover Proposal any Person shall have otherwise become publicly announced, communicated or made known and (Ban intention, whether or not conditional, to make an Acquisition Proposal) at any time on or prior to after the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes date of this Section 8.2(b)(iii)(B)Agreement and prior to, the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (ix), within two business days after such termination, (y) the taking of a vote of the shareholders of the Company contemplated by this Agreement at the special meeting of Company shareholders and in the case of clause (iiy), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of termination; provided, however, if within 5 days from the date of this Agreement the Voting Agreement exactly in the form attached hereto as Exhibit C is executed by all Voting Agreement Stockholders thereto, then the Company shall only be obligated to pay the Liquidated Amount pursuant to this Section 9.2(b)(ii), if, within 12 months after such termination). Table termination of Contentsthe Company or a Company Subsidiary enters into an agreement, arrangement or understanding, including, without limitation, an agreement in principle or letter of intent with respect to, or consummates, an Acquisition Proposal. (c) The Company acknowledges that (i) Upon the agreements contained in Section 8.2(b) are an integral part termination of the Transactions, and that, without these agreements, this Agreement by Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due or MergerCo pursuant to Section 8.2(b9.1(d)(i) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company9.1(d)(ii)(B) hereof, the Company shall pay to Parent interest on such an amount from in cash equal to the aggregate amount of Parent's and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and MergerCo's out-of-pocket expenses incurred in connection with pursuing the transactions contemplated hereby (including, without limitation, legal, accounting, investment banking and printing fees) (collectively, the "Reimbursable Expenses") (as such claimReimbursable Expenses may be estimated by Parent and MergerCo in good faith prior to the date of such payment, suitsubject to an adjustment payment between the parties upon Parent's definitive determination of such Reimbursable Expenses). Notwithstanding the foregoing, proceeding or other actionif, the Company pays to Parent the Liquidated Amount, the Parent shall pay to the Company an amount in cash equal to the amount of Reimbursable Expenses, if any, paid by the Company to Parent.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to as provided in Section 8.17.01 above, this Agreement shall forthwith become void and of no effect with there shall be no liability on the part of any party (Allegiant or any stockholder, director, officer, employee, agent, consultant Southside or representative of such party) to their respective officers or directors except as set forth in the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions second sentence of Section 3.195.01 and in Sections 5.07, Section 6.6, this Section 8.2, Article IX 7.02(b) and Article X hereof and the provisions of the Confidentiality Agreement 7.02(c) which obligations shall survive such termination. (b) If this Agreement is terminated (i) by Parent pursuant to In the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and event that (A) prior to such termination a Company Takeover an Acquisition Proposal shall have been made known to Southside or any of the Company Southside Subsidiaries or its stockholders has been made directly to holders of Southside Common Stock generally or a Company Takeover Proposal any person shall have otherwise become publicly known announced an intention (whether or not conditional) to make an Acquisition Proposal and such Acquisition Proposal or announced intention shall not have been withdrawn and thereafter this Agreement is terminated by any party pursuant to Section 7.01(b), or (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated this Agreement is terminated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (iSouthside pursuant to Section 7.01(g), within two business days after such termination, or (y) in the case of clause (iiby Allegiant pursuant to Section 7.01(e)(i) or 7.01(f), prior to or concurrently with such terminationthen Southside shall promptly, and but in no event later than two (z2) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on days after the date of such termination, pay Allegiant a fee equal to the greater of 5% of the aggregate value of the Merger Consideration (determined as of the date of such termination) and $5 million (the "Southside Termination Fee"), payable by wire transfer of same day funds. Anything to the contrary in this Agreement notwithstanding, the Southside Termination Fee shall be the only liability that Southside shall have to Allegiant in the event that this Agreement is terminated under the circumstances described in this Section 7.02(b). Table of Contents (c) The Company Southside acknowledges that the agreements contained in Section 8.2(b) this 7.02 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub Allegiant would not enter into this Agreement; accordingly, if the Company Southside fails to promptly pay in a timely manner any amount due pursuant to this Section 8.2(b) and7.02, and in order to obtain such payment, Parent or Merger Sub Allegiant commences a claim, action, suit or other proceeding that which results in a judgment against Southside for the CompanySouthside Termination Fee, the Company Southside shall also pay to Parent Allegiant its costs and expenses (including attorneys' fees) in connection with such suit, together with interest on such the amount from and including of the date payment of such amount was due to but excluding the date of actual payment Southside Termination Fee at the prime rate set forth in the Wall Street Journal of Bank of America, N.A. in effect on the date such payment was required to be made plus 1%made. (c) In the event that this Agreement is terminated (x) by Southside pursuant to Section 7.01(d)(i) or Section 7.01(h), together (y) by Allegiant or Southside pursuant to Section 7.01(c)(iii) or (z) by Allegiant pursuant to Section 7.01(b) or 7.01(e)(ii) or Southside pursuant to Section 7.01(d)(ii) (provided, for purposes of this clause (z), only if such termination is a result of failure to fulfill the condition with reasonable legal fees respect to Allegiant shareholder approval in Section 6.01(a)), then Allegiant shall promptly, but in no event later than two (2) days after the date of such termination, pay Southside a fee equal to the greater of 5% of the aggregate value of the Merger Consideration (determined as of the date of such termination) and $5 million (the "Allegiant Termination Fee"), payable by wire transfer of same day funds. Anything to the contrary in this Agreement notwithstanding, the Allegiant Termination Fee shall be the only liability that Allegiant shall have to Southside in the event that this Agreement is terminated under the circumstances described in this Section 7.02(c). Allegiant acknowledges that the agreements contained in this 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Southside would not enter into this Agreement; accordingly, if Allegiant fails to promptly pay any amount due pursuant to this Section 7.02, and in order to obtain such payment, Southside commences a suit which results in a judgment against Allegiant for the Allegiant Termination Fee, Allegiant shall also pay to Southside its costs and expenses incurred (including attorneys' fees) in connection with such claim, suit, proceeding or other actiontogether with interest on the amount of the Allegiant Termination Fee at the prime rate of Bank of America, N.A. in effect on the date such payment was required to be made.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to as provided in Section 8.1, this Agreement shall forthwith become void void, and of no effect with there shall be no liability or obligation on the part of any party (or any stockholderof the parties, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the except (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, the last sentence of Section 6.2, Section 6.5 and Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive any such terminationtermination of this Agreement and no such termination shall relieve either party from any liability or obligation under such provisions and (ii) nothing contained herein shall relieve any party from liability for any Willful Breach hereof or fraud. (b) If this Agreement is terminated terminated: (i) by Parent UTC pursuant to the provisions of Section 8.1(d8.1(e), or by either UTC or Raytheon pursuant to Section 8.1(b)(ii) at a time when UTC would have been entitled to terminate this Agreement pursuant to Section 8.1(e); or (ii) by the Company UTC or Raytheon pursuant to the provisions of Section 8.1(b)(ii) or by UTC pursuant to Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions as a result of a breach of Raytheon’s covenants set forth in Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) 5.2 or Section 8.1(b)(iii) 6.1, and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary Raytheon Stockholders Meeting, in the case of a termination pursuant to Section 8.1(b)(ii), or the time of such breach by Raytheon, in the case of a termination pursuant to Section 8.1(c), there shall have been publicly made to the Company stockholders of Raytheon generally or shall otherwise have become publicly known or any person shall have publicly announced an intention (whether or not conditional) to make, or in the case of a termination pursuant to Section 8.1(c), there shall otherwise have been made known to the Board of Directors of Raytheon, an offer or proposal for a Raytheon Alternative Transaction, which shall not have been irrevocably withdrawn at or prior to the Raytheon Stockholders Meeting, in the case of a termination pursuant to Section 8.1(b)(ii), or the time of such breach, in the case of a termination pursuant to Section 8.1(c), if, within twelve (12) months of termination of this Agreement, Raytheon or its Subsidiaries subsidiaries enters into a definitive agreement with any Raytheon Third Party with respect to any Company Takeover Proposal Raytheon Alternative Transaction or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company Raytheon Alternative Transaction is consummated; then Raytheon shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) UTC, not later than, in the case of clause (i), within two business days after such terminationthe date of termination of this Agreement, (y) and in the case of clause (ii), two (2) business days after the earlier of the date the agreement with respect to the Raytheon Alternative Transaction is entered into and the date the Raytheon Alternative Transaction is consummated, a termination fee of $1,785,000,000 (the “Raytheon Termination Fee”); provided, that for purposes of this Section 8.2(b), the term Raytheon Alternative Transaction shall have the meaning assigned to the term in Section 5.2(a), except that all references to “20%” shall be deemed replaced with “50%”. (c) If this Agreement is terminated: (i) by Raytheon pursuant to Section 8.1(f), or by either Raytheon or UTC pursuant to Section 8.1(b)(iii) at a time when Raytheon would have been entitled to terminate this Agreement pursuant to Section 8.1(f); or (ii) by Raytheon or UTC pursuant to Section 8.1(b)(iii) or by Raytheon pursuant to Section 8.1(d) as a result of a breach of UTC’s covenants set forth in Section 5.3 or Section 6.1, and at or prior to the UTC Stockholders Meeting, in the case of a termination pursuant to Section 8.1(b)(iii), or concurrently the time of such breach by UTC, in the case of a termination pursuant to Section 8.1(d), there shall have been publicly made to the stockholders of UTC generally or shall otherwise have become publicly known or any person shall have publicly announced an intention (whether or not conditional) to make, or in the case of a termination pursuant to Section 8.1(d), there shall otherwise have been made known to the Board of Directors of UTC, an offer or proposal for a UTC Alternative Transaction, which shall not have been irrevocably withdrawn at or prior to the UTC Stockholders Meeting, in the case of a termination pursuant to Section 8.1(b)(iii), or the time of such breach, in the case of a termination pursuant to Section 8.1(d), if, within twelve (12) months of termination of this Agreement, UTC or its subsidiaries enters into a definitive agreement with such terminationany UTC Third Party with respect to any UTC Alternative Transaction or any UTC Alternative Transaction is consummated; then UTC shall pay to Raytheon, and (z) not later than, in the case of clause (iiii), upon the date of termination of this Agreement, and in the case of clause (ii), two (2) business days after the earlier of entering into such definitive the date the agreement with respect to the UTC Alternative Transaction is entered into and the date the UTC Alternative Transaction is consummated, a Company Takeover Proposal termination fee of $2,365,000,000 (the “UTC Termination Fee”); provided that, for purposes of this Section 8.2(c), the term UTC Alternative Transaction shall have the meaning assigned to the term in Section 5.3(a), except that all references to “20%” shall be deemed replaced with “50%”. (d) Any Raytheon Termination Fee or consummation UTC Termination Fee payable under Section 8.2(b) or Section 8.2(c) shall be payable in immediately available funds no later than the applicable date set forth therein. If a party fails to promptly pay to the other party any fee due under such Section 8.2(b) or Section 8.2(c), the defaulting party shall pay the costs and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment. (e) Each party agrees that notwithstanding anything in this Agreement to the contrary (other than with respect to claims for, or arising out of or in connection with a Willful Breach hereunder or fraud), in the event that any Raytheon Termination Fee or UTC Termination Fee is paid to a party in circumstances in which such fee is payable in accordance with this Section 8.2, (i) the payment of such Raytheon Termination Fee or UTC Termination Fee shall be the sole and exclusive remedy of such party, its subsidiaries, stockholders, affiliates, officers, directors, employees and Representatives against the other party or any of its Representatives or affiliates for, and (ii) in no event will the party being paid any Raytheon Termination Fee or UTC Termination Fee or any other such person seek to recover any other money damages or seek any other remedy based on a claim in law or equity with respect to, in each case of clause (i) and (ii), (A) any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and (iii) no party nor any affiliates or Representatives of any party shall have any further liability or obligation to the other party relating to or arising out of this Agreement or the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee hereby. In no event shall any party be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails required to pay in a timely manner any amount due pursuant to Section 8.2(b) andRaytheon Termination Fee or UTC Termination Fee, in order to obtain such paymentas applicable, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionmore than one occasion.

Effect of Termination. (a) If this Agreement is terminated pursuant to Section 8.1and the Merger is abandoned under this Article X, this Agreement shall become void and of no effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the all obligations of the other party parties shall terminate, except the parties’ obligations pursuant to this Section 10.2 and except for Sections 7.5, 7.7, 9.1, 9.2, 11.2, 11.6, 11.7, 11.8, 11.9 and the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions last two sentences of Section 3.197.1, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement provided that nothing herein shall survive such terminationrelieve any party from liability for any breaches hereof. (b) If Parent terminates this Agreement is terminated under (i) by Parent pursuant to the provisions of Section 8.1(d), 10.1(d) (Target Breach) or (ii) Section 10.1(b) (Effective Time has not occurred on or prior to Termination Date) at a time that a Target Breach exists, and in each case, within 12 months after such termination of this Agreement: (i) a transaction is consummated, which transaction, if offered or proposed, would constitute a Target Acquisition Proposal, (ii) a definitive agreement (the execution and delivery of which has been authorized by the Company pursuant boards of directors, or comparable bodies) that would if consummated constitute a Target Acquisition Proposal is entered into, or (iii) (A) any Person acquires beneficial ownership or the right to acquire beneficial ownership of, or any “group” (as such term is defined under Section 13(d) of the provisions Exchange Act and the rules and regulations promulgated hereunder), shall have been formed that beneficially owns, or has the right to acquire beneficial ownership of, outstanding shares of capital stock of Target then representing 50% or more of the combined power to vote generally for the election of directors, and (B) Target’s Board has taken any action for the benefit of such person, that facilitates the acquisition by such person or group of such beneficial ownership, then Target shall promptly (and no later than one business day after the first to occur of any of subsections (i)-(iii) above) pay to Parent a termination fee of $43.5 million (the “Target Termination Fee”). (c) If (i) Parent terminates this Agreement under Section 8.1(c10.1(g) (change of recommendation; recommendation of a Target Acquisition Proposal; failure to reject; breach of Sections 7.2) or (iiiii) by either Target or Parent or the Company terminates this Agreement pursuant to the provisions of Section 8.1(b)(i10.1(h) (but only if Target Superior Proposal), Target shall promptly (and in any event no later than one (1) business day after such termination) pay to Parent the Stockholder Approval has not been obtained prior to the Outside DateTarget Termination Fee. (d) or Section 8.1(b)(iiiIf (i) and (A) prior to such termination a Company Takeover Target Acquisition Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal and (Bii) at any time on or prior to the within 12 month anniversary months after termination of such termination the Company this Agreement Target or any of its Subsidiaries enters into a definitive agreement with respect to to, or consummates, any Company Takeover Proposal or the transactions contemplated by Target Acquisition Proposal, then Target shall promptly (and in any Company Takeover Proposal are consummated event within one (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent1) in immediately available funds (x) in the case of clause (i), within two business days day after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect or consummating a Target Acquisition Proposal), pay Parent an amount equal to the Target Termination Fee. (e) For purposes of Section 10.2(b), a Company Takeover Target Acquisition Proposal or consummation shall not include (i) the disposition of Oil and Gas Interests of Target which in the aggregate represent not more than 10% of the revenue, operating income, EBITDA or assets of Target and its Subsidiaries, taken as a whole or (ii) the acquisition by Target or any of its Subsidiaries of assets or businesses in one transaction or a series of related transactions contemplated by a Company Takeover Proposal (unless for not more than 20% of the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contentsoutstanding Target Common Shares. (cf) The Company acknowledges that Notwithstanding anything to the agreements contrary contained herein, receipt by Parent of a Target Termination Fee under Section 10.2 shall constitute full settlement of any and all liabilities of Target for damages under this Agreement in Section 8.2(b) are an integral part respect of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into a termination of this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated by a party pursuant to Section 8.17.1, written notice thereof shall promptly be given to the other party(ies) hereto, and upon such notice this Agreement shall terminate. Except as provided under this Section 7.2 or otherwise expressly in accordance with the terms of this Agreement, upon termination of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void and of no effect with further force and effect, there shall be no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) hereto to the other party(ies), and all rights and obligations of any party heretohereto shall cease and the parties shall be released from any and all obligations hereunder; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.65.4(c), this Section 8.2, Article IX 7.2 and Article X hereof and the provisions of the Confidentiality Agreement VIII shall survive any such terminationtermination and (ii) nothing herein shall relieve any party from liability for damages resulting from fraud or the willful breach of any of its representations, warranties, covenants or agreements contained in this Agreement. (b) If Notwithstanding anything to the contrary in this Agreement, if this Agreement is terminated pursuant to Section 7.1(e) or Section 7.1(h), then JAXB shall, within three (3) Business Days of such termination, pay to ABCB the sum equal to four percent (4%) of the Total Merger Consideration (the “Termination Fee”) by wire transfer of immediately available funds. (c) Notwithstanding anything to the contrary in this Agreement, in the event that (i) an Acquisition Proposal with respect to JAXB shall have been communicated to or otherwise made known to the shareholders, senior management or board of directors of JAXB, or any Person or group of Persons shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to JAXB after the date of this Agreement, (ii) thereafter this Agreement is terminated (iA) by Parent ABCB or JAXB pursuant to Section 7.1(b) (if the provisions of Section 8.1(dJAXB Shareholder Approval has not theretofore been obtained), (iiB) by the Company ABCB pursuant to the provisions of Section 8.1(c7.1(c) or (C) by ABCB or JAXB pursuant to Section 7.1(f) and (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Datedate that is twelve (12) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to months after the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary date of such termination the Company or any JAXB consummates a transaction of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning type set forth in the definition of Company Takeover Proposal except that all references “Acquisition Proposal” or enters into an Acquisition Agreement, then JAXB shall, on the earlier of the date such transaction is consummated or any such Acquisition Agreement is entered into, pay to 20% shall be deemed references to 35%), ABCB the Company shall pay Parent a fee equal to $12,850,000 Termination Fee by wire transfer (to an account designated by Parent) in of immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contentsfunds. (cd) The Company acknowledges parties acknowledge that the agreements contained in this Section 8.2(b) 7.2 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, that without these agreements, Parent and Merger Sub they would not enter into this Agreement; accordingly. Accordingly, if the Company JAXB fails to pay in a timely manner any amount due Termination Fee payable by it pursuant to this Section 8.2(b) and7.2, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company then JAXB shall pay to Parent ABCB its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, together with interest on such the amount from and including of the date payment of such amount was due to but excluding the date of actual payment fee at the prime annual rate set forth of interest (as published in the The Wall Street Journal Journal) plus two percent (2%) as the same is in effect on from time to time from the date such payment was required due under this Agreement until the date of payment. (e) Notwithstanding anything to be made plus 1%the contrary in this Agreement, together with reasonable legal fees and expenses incurred other than in connection with such claimfraud or a willful and material breach of this Agreement, suitthe payment of the Termination Fee pursuant to this Section 7.2 shall fully discharge JAXB from, proceeding and be the sole and exclusive remedy of ABCB with respect to, any and all losses that may be suffered by ABCB based upon, resulting from or other actionarising out of the circumstances giving rise to the termination of this Agreement. In no event shall JAXB be required to pay the Termination Fee on more than one occasion.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Parent or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on Parent, Merger Sub, the part Company, any of their respective Subsidiaries or any of the officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any stockholder, director, officer, employee, agent, consultant or representative of such party) to in connection with the other party heretotransactions contemplated hereby; provided, however, provided that if such termination shall result from the (i) failure Section 6.2(b), Section 6.2(d), Section 6.14 and this Section 8.2 and Article IX shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or Agreement, and (ii) failure notwithstanding anything to the contrary contained in this Agreement, none of either party to perform an agreement Parent, Merger Sub or covenant hereof, such party the Company shall not be relieved or released from any liabilities or damages arising out of its intentional fraud in the making of its representations and warranties in Article III or Article IV, as applicable, or its willful and material breach (with actual knowledge, or knowledge that a person acting reasonably under the circumstances should have, that such party’s act or failure to act would reasonably be expected to result in a breach) of any liability to the other party as a result of such failure its covenants or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, agreements contained in this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (bi) If In the event that (A) after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to the Company Board or directly to the Company’s stockholders generally or any person shall have publicly announced a bona fide Acquisition Proposal with respect to the Company, (B) such Acquisition Proposal shall not have been withdrawn, (C) thereafter this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii1) by either Parent or the Company pursuant to Section 8.1(c) without the provisions Requisite Company Vote having been obtained, (2) by either Parent or the Company pursuant to Section 8.1(g), as a result of the Requisite Company Vote not having been obtained, or (3) by Parent pursuant to Section 8.1(b)(i8.1(d), and (D) (but only if the Stockholder Approval has not been obtained prior to the Outside Datedate that is twelve (12) months after the date of such termination, the Company enters into a definitive agreement providing for, or consummates, a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then the Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Parent, by wire transfer of same day funds, a fee equal to $1,000,000,000.00 (the “Termination Fee”); provided that, for purposes of this Section 8.1(b)(iii8.2(b), all references in the definition of Acquisition Proposal to “25%” shall instead refer to “50%.” (ii) and In the event that this Agreement is terminated by Parent pursuant to Section 8.1(e), then the Company shall pay Parent, by wire transfer of same day funds, the Termination Fee as promptly as reasonably practicable after the date of termination (and, in any event, within three (3) business days thereafter). (i) In the event that (A) after the date of this Agreement and prior to such the termination of this Agreement, a Company Takeover bona fide Acquisition Proposal shall have been made to the Company Parent Board or its stockholders directly to Parent’s shareholders generally or a Company Takeover Proposal any person shall have otherwise become publicly known and announced a bona fide Acquisition Proposal with respect to Parent, (B) at any time on such Acquisition Proposal shall not have been withdrawn, (C) thereafter this Agreement is terminated (1) by either Parent or the Company pursuant to Section 8.1(c) without the Requisite Parent Vote having been obtained, (2) by either Parent or the Company pursuant to Section 8.1(h), as a result of the Requisite Parent Vote not having been obtained, or (3) by the Company pursuant to Section 8.1(d), and (D) prior to the 12 month anniversary date that is twelve (12) months after the date of such termination the Company or any of its Subsidiaries termination, Parent enters into a definitive agreement providing for, or consummates, a transaction with respect to any Company Takeover an Acquisition Proposal (whether or not the transactions contemplated same Acquisition Proposal as that referred to above), then Parent shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay the Company, by any Company Takeover Proposal are consummated (wire transfer of same day funds, a fee equal to the Termination Fee; provided that solely that, for purposes of this Section 8.2(b)(iii)(B8.2(c), the term “Company Takeover Proposal” shall have the meaning set forth all references in the definition of Acquisition Proposal to “25%” shall instead refer to “50%.” (ii) In the event that this Agreement is terminated by the Company Takeover Proposal except that all references pursuant to 20% shall be deemed references to 35%Section 8.1(f), then Parent shall pay, or cause to be paid, to the Company shall pay Parent a fee equal to $12,850,000 Company, by wire transfer of same day funds, the Termination Fee as promptly as reasonably practicable after the date of termination (to an account designated by Parentand, in any event, within three (3) in immediately available funds business days thereafter). (xd) The parties hereby agree that, if payable, the Termination Fee shall constitute liquidated damages and not a penalty and, in the case event of clause (i)a termination of this Agreement under circumstances where the Termination Fee is payable, within two business days after such terminationreceipt of the Termination Fee by the Company or Parent, (y) as applicable, shall be the sole and exclusive remedy for damages against the other party and the Financing Parties for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement set forth in this Agreement or the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation failure of the transactions contemplated by a Company Takeover Proposal hereby to be consummated, except in the circumstances set forth in clause (unless ii) of the transactions contemplated by such Takeover Proposal were consummated prior to such termination, proviso set forth in which case, such fee shall be payable on the date of such terminationSection 8.2(a). Table of ContentsIn no event shall either the Company or Parent, as applicable, be obligated to pay more than one (1) Termination Fee. (ce) The Each of Parent and the Company acknowledges that the agreements contained in this Section 8.2(b) 8.2 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub the other party would not enter into this Agreement; accordingly, if either Parent or the Company fails promptly to pay in a timely manner any the amount due pursuant to this Section 8.2(b) 8.2 when due, and, in order to obtain such payment, Parent the Company or Merger Sub Parent, as applicable, commences a claim, action, suit or other proceeding that which results in a final, non-appealable judgment of a Chosen Court against Parent or the Company, as applicable, for the Termination Fee or any portion thereof, Parent or the Company, as applicable, shall (i) pay the costs and expenses of the Company shall or Parent, as applicable (including reasonable attorneys’ fees and expenses), in connection with such suit and (ii) pay to Parent interest on such amount from and including any overdue amounts (for the period commencing as of the date payment of that such overdue amount was due originally required to but excluding be paid and ending on the date of actual payment that such overdue amount is actually paid in full) at a rate per annum equal to the “prime rate set forth in the Wall Street Journal rate” (as announced by Citibank, N.A. or any successor thereto) in effect on the date on which such payment was required to be made plus 1%, together with reasonable legal fees for the period commencing as of the date that such overdue amount was originally required to be paid. The parties hereto further acknowledge and expenses incurred agree that nothing in connection with such claim, suit, proceeding or other actionthis Section 8.2 shall be deemed to affect their right to specific performance under Section 9.13.

Effect of Termination. (a) If this Agreement is terminated pursuant to Section 8.19.1 hereof, then (i) this Agreement shall become void and of have no effect with no liability on the part of any party (or any stockholderwhatsoever, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, except that the provisions of Section 3.19, Section 6.6ARTICLE I (“Definitions”), this ARTICLE IX (“Termination”), ARTICLE X (“General Provisions”) and Section 8.27.2 (“Expenses”) shall survive any such termination, Article IX (ii) no Party hereto shall have any liability hereunder arising from any breach by such Party of any provision of this Agreement if such breach occurred prior to such termination, (iii) each Party will redeliver all documents, work papers and Article X hereof and the provisions other material of the Confidentiality Agreement other Parties relating to the transactions contemplated hereby including such memoranda, notes, lists, records or other documents compiled or derived from such material, whether so obtained before or after the execution hereof, to the Party furnishing the same and (iv) all information received by any Party hereto with respect to the business of the other Parties or their affiliated companies shall survive such terminationremain subject to the terms of Section 7.3(b) - (e) hereof. (b) If this Agreement is terminated (i) by Parent Notwithstanding the foregoing, upon a termination occurring pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(cSections 9.1(b) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%d), the Company shall pay Parent to Minn Shares the Minn Shares Professional Fees within two (2) business days of the date Minn Shares furnishes to the Company a fee equal to $12,850,000 schedule setting forth in reasonable detail the fees, costs and expenses comprising the Minn Shares Professional Fees, and such payment shall be made by wire transfer (of immediately available funds to an account to be designated by Parent) in immediately available funds (x) in the case of clause (i)Minn Shares. Upon any other termination under this Agreement, within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee each party hereto shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal responsible for its own fees and expenses incurred in connection with such claim, suit, proceeding or other actionexpenses.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Parent or Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on Parent, Company, Holdco, any of their respective Subsidiaries or any of the part officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any stockholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure Sections 3.3(a), 3.7, 4.3(a), 4.7, 6.2(b), this Section 8.2 and Article IX shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or Agreement, and (ii) failure of either party notwithstanding anything to perform an agreement or covenant hereofthe contrary contained in this Agreement, such party neither Parent nor Company shall not be relieved or released from any liabilities or damages arising out of its willful and material breach of any liability provision of this Agreement (which, in the case of Company, shall include the loss to the other party as a result holders of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions Company Common Stock of the Confidentiality Agreement shall survive economic benefits of the Merger, including the loss of premium offered to such terminationholders). (b) If this Agreement is terminated (i) by Parent pursuant to In the provisions event that after the date of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination this Agreement a Company Takeover bona fide Acquisition Proposal shall have been made known to the senior management of Company or shall have been made directly to its stockholders generally or a Company Takeover Proposal any person shall have otherwise become publicly known announced (and not withdrawn) an Acquisition Proposal with respect to Company and (A) thereafter this Agreement is terminated by either Parent or Company pursuant to Section 8.1(c) without the Requisite Company Vote having been obtained or (B) at any time on or thereafter this Agreement is terminated by Parent pursuant to Section 8.1(d), and (C) prior to the 12 month anniversary date that is fifteen (15) months after the date of such termination the termination, Company or any of its Subsidiaries enters into a definitive agreement or consummates a transaction with respect to any an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Company Takeover Proposal or shall, on the transactions contemplated earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Parent, by any Company Takeover Proposal are consummated wire transfer of same day funds, a fee equal to $220,000,000 (provided the “Termination Fee”); provided, that solely for purposes of this Section 8.2(b)(iii)(B8.2(b), the term “Company Takeover Proposal” shall have the meaning set forth all references in the definition of Company Takeover Acquisition Proposal except that all references to “20% %” shall be deemed references instead refer to 35“50%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action”.

Effect of Termination. (ai) If this The terminated Party shall have no further right or obligation to financially contribute to the development and/or commercialization of subsequent Products; provided however, if a Development Budget has been approved by the Development Committee for a subsequent Product, the terminated Party's rights in and to development and commercialization of such subsequent Product in development shall continue as though the Agreement is had not been terminated, and shall in no way limit the terminated pursuant Party's right to continue to fund the development of such subsequent Product; (ii) the license grants for the Development Technology set forth in Section 8.12.1 and Section 2.2, this Agreement as the case may be, shall become void exclusive in favor of the non-terminated Party even as to (i.e., in lieu of "alongside") the terminated Party for all Products other than the initial Product or Products in development prior to termination; (iii) the terminated Party shall be entitled to its Initial Product Profit Share, and with respect to all subsequent Products shall be entitled to a percentage of no effect its Future Product Profit Share; (iv) in the event that MoliChem is the terminated Party, InterMune shall be obligated to pay to MoliChem all the milestone payments for all Products as set forth in Section 6.3; (v) the terminated Party shall, if able, timely provide all commercially reasonable assistance with no liability on the part respect to development and commercialization of any Products as requested by the other Party, at the expense of the requesting Party; (vi) the Development Committee and the Commercialization Committee with respect to each Product developed shall continue and the terminated Party shall have the right to participate in such Committees, provided that the number of members shall be proportional to its contribution to the initial Product; (vii) the continuing Party shall indemnify, defend and hold the terminating Party and its agents, employees, officers and directors harmless from and against any and all liability, damage, loss, cost or expense, (including reasonable attorneys' fees) arising out of third party suits after the date of the date of the termination and related to the continuing Party's development and/or commercialization of the terminated Products, except for those Losses arising from the gross negligence or willful misconduct of the terminating Party, its agents, employees, officers or directors; (or any stockholderviii) if InterMune is the Party that has elected to continue with the development and/or commercialization of the terminated Product, directorand InterMune has failed to commercialize the terminated Product, officerin the major markets for such Product within a commercially reasonable time after U.S. NDA approval, employeein accordance with the standards of the industry, agentand as negotiated by the Parties as of the termination date, consultant or representative InterMune's rights with respect to such Product and major markets for which it has failed to meet such commercialization obligations shall terminate; and (ix) each Party shall promptly return all of the other Party's materials, documents and Information related to the Development Program, the Commercialization Program and otherwise created hereunder, and all Confidential Information of the other Party; provided however, each Party may retain one copy of each document of the other Party's Confidential Information to enable such party) Party to determine its surviving obligations of confidentiality and non- use with respect to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationParty's Confidential Information. (b) If this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.

Effect of Termination. (a) If this Agreement is shall be terminated pursuant to in accordance with Section 8.111(a), then this Agreement shall thereupon become null and void and of no effect with no liability on the part of any party (or any stockholderfurther force and effect, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such and each party shall not be relieved of any its duties and obligations arising under this Agreement after such termination and such termination will be without liability to the other party as a result party; provided that (w) each of such failure or breach; providedfurther, however, that the provisions of Section 3.1914(b) (Effect of Termination) and Section 5(j) (OpCo Purchaser Limited Guarantee), Section 6.65(g)(ii)(3) (Financial Statements and Reports), this Section 8.25(i)(iii) (Financing Cooperation), Article IX Section 5(i)(iv) (Financing Cooperation), Section 14(c) (Termination Fee), Section 15(w) (Brokers), Section 15(ee) (No Other Representations), Section 16(i) (Brokers), Section 16(k) (No Other Representations), Section 17(h) (Brokers), Section 17(j) (No Other Representations), Section 24 (Miscellaneous), Section 25 (Notices), Section 28 (Publicity), Section 29 (Limitation on Liabilities), Section 30 (No Recourse; Release) and Article X hereof and the provisions Section 31 (Expenses) of the OpCo PSA and, in each case, the definitions used therein or related thereto, shall survive such termination and remain in full force and effect, (x) the PropCo Confidentiality Agreement shall survive such termination. (b) If any termination of this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or in accordance with its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such terminationterms, (y) in each of the case provisions of clause this Sections 11(b) (iiEffect of Termination), prior to Section 13 (Miscellaneous), Section 14 (Notices), and Section 15 (No Recourse; Release) of this Agreement and, in each case, the definitions used therein or concurrently with related thereto, shall survive such terminationtermination and remain in full force and effect, and (z) parties shall be entitled to the remedies provided for in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and thatOpCo PSA and/or this Agreement, without these agreementsduplication, Parent as and Merger Sub would not enter into solely to the extent provided in the OpCo PSA and/or this Agreement; accordingly, if Agreement and subject to the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate limitations set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees therein and expenses incurred in connection with such claim, suit, proceeding or other actionherein.

Effect of Termination. Upon any termination or expiration of this Agreement: (a) If this Agreement is terminated pursuant to Section 8.1upon request, this Agreement each Party shall become void and of no effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) promptly return to the other party hereto; providedParties all tangible personal property and books, however, records or files owned by such other Parties and used in connection with the provision of each terminated Service that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance are in its or its Affiliates' possession or control as of the obligations effective date of such termination, except a Party may retain one (1) copy set in order to comply with its regulatory obligations, which copy set shall be deemed Confidential Information of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, Party who made such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination.information available; (b) If this Agreement is terminated except for the license to use the Kingsway Insurance Information Systems and any related Kingsway Intellectual Property granted hereunder, all licenses granted hereunder shall terminate (iinclusive of any rights and licenses to use any intellectual property or information systems of any other Party) by Parent pursuant as of the effective date of termination, other than the license to use the Kingsway Intellectual Property and Kingsway Insurance Information Systems granted hereunder, and each Party shall promptly (and in any event within thirty (30) days of the effective date of termination) return to the provisions other Parties all technology and software of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior other Parties made available to such termination a Company Takeover Proposal shall have been made to the Company Party hereunder or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contentsconnection herewith; (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company each Party shall promptly pay to Parent interest on the other Parties all undisputed amounts due and payable hereunder by such amount from Party up to and including the effective date payment of termination; (d) each Party shall within thirty (30) days of the effective date of termination return to the other Parties all data of the other Parties in its possession or under its control. Following such return and at the other Parties' written direction, the returning Party shall erase or destroy any data of the other Parties remaining in its possession, or such portion of such amount was due data as the other Parties may direct and shall thereafter provide the other Parties with a written certificate confirming such erasure or destruction; and (e) Nothing in this Article XIV shall relieve the Parties from their liability for any breach or threatened breach of this Agreement. The provisions of Article VII, Article X, Article XI, Article XII, Article XIII, Section 3.3, this Section 14.2, Article XV and Article XVI, and the obligations of each Party under Article VIII to but excluding pay the Service Fees for Services furnished on and prior to the effective date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%termination and any Consent Fees, together with reasonable legal fees and expenses incurred in connection with such claimTermination Fees or late payments, suit, proceeding or other actionshall survive any termination hereunder.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to Section 8.1, this Agreement shall forthwith become void null and of no effect with void, there shall be no liability on the part of Parent, the Company, the Equityholder Representative or any of their respective partners, officers, directors, managers, Subsidiaries, Affiliates or Associates to any other party and all rights and obligations of any party hereto shall cease, except that (i) nothing herein shall relieve any party hereto from liability for any breach of this Agreement or the Confidentiality Agreement or for Fraud and (ii) Section 6.12, Section 8.2 and Article IX hereof shall survive any such termination of this Agreement. (i) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(c) (if at such time there is a failure of the condition set forth in Section 7.1(b) to be satisfied) where (A) there has been an Assumed Change in Law and (B) the FCC Consent has not been obtained, then Parent shall, if the Company so elects by written notice to Parent within twenty (20) calendar days following the Company's delivery or receipt, as applicable, of the termination notice, within five (5) Business Days following its receipt of any such written election notice from the Company and the documentation referred to in the definition of "Parent Fees and Expenses Termination Fee," pay (or any stockholdercause to be paid) by wire transfer of immediately available funds, directorto an account designated by the Company, officer, employee, agent, consultant or representative of such party) to the other party heretoParent Fees and Expenses Termination Fee; provided, however, that no Parent Termination Fee shall be owed pursuant to this Section 8.2(b)(i) if such termination shall result from the (i) failure Parent Parties have established that the FCC has not directly or indirectly identified to any Parent Party or any of either party their respective representatives any issues, conditions or concerns to fulfill a condition be addressed or resolved that would require changes, modifications or amendments to the performance of Network Affiliation Agreement form attached hereto (other than if the obligations of FCC indicates they are satisfied with the other party form attached hereto) in order to facilitate FCC action on the extent required by this Agreement FCC Applications or to obtain the FCC Consent. (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to In the other party as a result of such failure or breach; providedfurther, however, event that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is validly terminated (i) by the Company or Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iiiif at such time there is a failure of the condition set forth in Section 7.1(b) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(ibe satisfied) where (but only if the Stockholder Approval A) there has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known an Assumed Change in Law and (B) at any time on or prior to the 12 month anniversary of such termination FCC Consent has not been obtained, then Parent shall, if the Company so elects by written notice to Parent within twenty (20) calendar days following the Company's delivery or any receipt, as applicable, of the termination notice, within five (5) Business Days of its Subsidiaries enters into a definitive agreement with respect receipt of any such written election notice from the Company, pay (or cause to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 paid) by wire transfer (of immediately available funds, to an account designated by Parentthe Company, the Parent Full Termination Fee; provided, however, that no Parent Termination Fee shall be owed pursuant to this Section 8.2(b)(ii) if the Parent Parties have established that the FCC has not directly or indirectly identified to any Parent Party or any of their respective representatives any issues, conditions or concerns to be addressed or resolved that would require changes, modifications or amendments to the Network Affiliation Agreement form attached hereto (other than if the FCC indicates they are satisfied with the form attached hereto) in order to facilitate FCC action on the FCC Applications or to obtain the FCC Consent. (iii) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(c) (if at such time there is a failure of the condition set forth in Section 7.1(b) to be satisfied) where the DOJ has required (A) divestitures of a number of television broadcast stations affiliated with the ABC, NBC, CBS and/or Fox television networks that, in the aggregate, are material to EWS and its Subsidiaries (taken as a whole); (B) divestitures that are material and adverse to the Company's and its Subsidiaries' (taken as a whole) ability to provide programming at a national level (including the sale and retention of advertising revenue for such programming) to the Company Stations subject to the FCC Divestitures; or (C) divestiture of one or more Xxxx national digital network(s) (which term, for the avoidance of doubt, shall exclude any television broadcast stations), then, in any case, if the Company so elects by written notice to Parent within twenty (20) calendar days following the Company's delivery or receipt, as applicable, of the termination notice, Parent shall, within five (5) Business Days of its receipt of any such written election notice from the Company, pay (or cause to be paid) by wire transfer of immediately available funds (x) in funds, to an account designated by the case of clause (i)Company, within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of ContentsParent Full Termination Fee. (c) The Parent and the Company acknowledges acknowledge that the agreements contained in this Section 8.2(b) 8.2 are an integral part of this Agreement and the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub the parties hereto would not enter into this Agreement; accordingly, if the Company Parent fails to promptly pay in a timely manner or cause to be paid any amount due pursuant to Section 8.2(b) ), and, in order to obtain such payment, Parent or Merger Sub the Company commences a claim, action, suit or other proceeding that results in a judgment against Parent for the Companyamount set forth in Section 8.2(b) or any portion thereof, Parent shall pay or cause to be paid to the Company shall pay to Parent its reasonable out-of-pocket costs and expenses (including attorneys' fees) in connection with such suit, together with interest on such the amount from and including of the date payment of such amount was due to but excluding the date of actual payment applicable Parent Termination Fee at the prime lending rate set forth as published in the The Wall Street Journal Journal, in effect on the date such payment was is required to be made plus 1%made. (d) Notwithstanding anything to the contrary in this Agreement, together with reasonable legal fees the parties hereto expressly acknowledge and expenses incurred agree that (i) nothing in connection with such claimthis Section 8.2 shall limit the right of the parties hereto to specific performance of this Agreement pursuant to Section 9.11; provided that in no case shall the Company be entitled to receive both a grant of specific performance, suiton the one hand, proceeding and the payment of the applicable Parent Termination Fee, on the other hand, (ii) except as set forth in clause (iii) below, (A) nothing in this Section 8.2 shall relieve any Parent Party from any liability for any breach of this Agreement and (B) each Parent Party waives any argument that a Parent Termination Fee establishes the maximum amount of damages in the event of any breach of this Agreement and (iii) solely where a Parent Termination Fee has been paid to the Company pursuant to Section 8.2(b) and irrespective of whether there has been any breach of this Agreement by any Parent Party, (A) the Company's receipt of a Parent Termination Fee pursuant to Section 8.2(b) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Company and any other actionPerson against Parent Parties and the Debt Financing Sources, (B) in no case shall the Company be entitled to receive both the Parent Full Termination Fee and the Parent Fees and Expenses Termination Fee, (C) the applicable Parent Termination Fee shall only be paid once and in no case shall the Company be entitled to receive a Parent Termination Fee under more than one subsection of Section 8.2(b) and (D) in the event of a termination of this Agreement that would give rise to Parent's obligation to pay the Company a Parent Termination Fee under either Section 8.2(b)(i) or Section 8.2(b)(iii), the Company shall only be entitled to receive the Parent Termination Fee payable under Section 8.2(b)(i).

Effect of Termination. (a) If In the event of the termination and abandonment of this Agreement is terminated pursuant to as provided in Section 8.19.1, this Agreement shall become void and of have no effect with and no liability on the part of party shall have any party (liabilities or any stockholder, director, officer, employee, agent, consultant or representative of such party) obligation to the other party hereto; providedparties hereto with respect to this Agreement, however, except that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.197.4, Section 6.6Article X, and this Section 8.29.2 shall survive any termination and abandonment, Article IX and Article X hereof and (ii) in the case of Section 9.2, the provisions thereof shall be the exclusive remedies of the Confidentiality Agreement parties hereto, other than willful breach of this Agreement, and other than as set forth in this Section 9.2 and (iii) nothing herein shall survive relieve any party from liability for any willful breach of any representation, warranty, covenant, or agreement of such terminationparty contained in this Agreement. (b) If this Agreement is terminated The Company shall pay to the Parent a termination fee equal to Six Million Dollars ($6,000,000) (the “Termination Fee”): (i) by if the Parent shall have terminated this Agreement pursuant to any of the provisions of Section 8.1(dSections 9.1(f)(i), 9.1(f)(ii), 9.1(f)(iii), or 9.1(f)(iv); (ii) by if the Company Parent shall have terminated this Agreement pursuant to the provisions of Section 8.1(c) or 9.1(f)(v); (iii) by either if the Parent or the Company shall have terminated this Agreement pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) Sections 9.1(b), 9.1(c)(ii), 9.1(d), or Section 8.1(b)(iii9.1(e) and (A) prior to such termination a Company Takeover Proposal shall have been made to or at the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination termination, a third party has publicly announced an intention to make (whether or not conditional) an Acquisition Proposal to the Company or any of its Subsidiaries or to any of its Representatives, the consummation of which would constitute an Acquisition Event (as defined below), and (B) within twelve (12) months following the termination of this Agreement, an Acquisition Event with such third party or its Affiliates is consummated or the Company enters into a definitive agreement with respect to any Company Takeover Proposal such third party or the transactions contemplated by any Company Takeover Proposal are consummated its Affiliates providing for an Acquisition Event; (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), iv) if the Company shall pay Parent have terminated this Agreement pursuant to Sections 9.1(g); or (v) if the Company shall have terminated this Agreement pursuant to Sections 9.1(c)(ii) or 9.1(d) and, prior to or at the time of such termination, (A) a fee equal third party has publicly announced an intention to $12,850,000 make (whether or not conditional) an Acquisition Proposal to the Company or any of its Subsidiaries or to any of its Representatives, the consummation of which would constitute an Acquisition Event (as defined below), and (B) within twelve (12) months following the termination of this Agreement, an Acquisition Event with such third party or its Affiliates is consummated or the Company enters into a definitive agreement with such third party or its Affiliates providing for an Acquisition Event. (c) The Termination Fee shall be payable by wire transfer to such account as the Parent may designate in writing to the Company: (to an account designated by Parent) in immediately available funds (xi) in the case of clause Sections 9.2(b)(i), (iii), or (iv), within two business days after such termination, Business Days of the termination of this Agreement; and (yii) in the case of clause Sections 9.2(b)(iii) or (iiv), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon within two Business Days after the earlier of entering the consummation of such Acquisition Event or the entry by the Company into such definitive agreement with respect to a Company Takeover Proposal or consummation agreement. (d) For purposes of this Agreement, the term “Acquisition Event” shall mean any of the following transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of other than the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.):

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement, except for the provisions of the second sentence of Section 6.3(d), 6.4, 9.2, 9.3, 9.4, 9.5, 9.7 and 9.8 and the provisions of this Section 8.2 and Section 9.11, shall become void and have no effect, without any liability on the part of any party hereto or its directors, officers or shareholders or stockholders. Notwithstanding the foregoing, nothing in this Section 8.2 shall relieve any party hereto of liability for a material breach of any provision of this Agreement, and provided, further, however, that, if it shall be judicially determined that termination of this Agreement was caused by an intentional breach of this Agreement, then, in addition to other remedies at law or equity for breach of this Agreement, the party hereto so found to have intentionally breached this Agreement shall indemnify and hold harmless the other parties hereto for their respective out-of-pocket costs, fees and expenses of their 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. If this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and of no effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.198.1(c), Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) 8.1(e), and (A) at any time prior to such termination a Company Takeover Proposal proposal by a person other than Cardinal Health or its affiliates regarding a Business Combination shall have been made on a bona-fide basis to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company ALARIS or any of ALARIS’ directors, officers, employees, agents, significant stockholders or representatives or that shall have been publicly disclosed or that a person other than Cardinal Health or its Subsidiaries affiliates has indicated publicly or to ALARIS or any of ALARIS’ directors, officers, employees, agents, significant stockholders or representatives a bona fide interest in making or pursuing such a proposal regarding a Business Combination, and within nine months after the date of any such termination ALARIS enters into a definitive letter of intent, agreement-in-principle, acquisition agreement or other similar agreement with respect to, or publicly announces, a Business Combination (as defined below) or consummates a Business Combination and the transaction so provided for in such letter of intent, agreement-in-principle, acquisition agreement or other similar agreement is consummated within 12 months after the date of any such termination, then ALARIS will, upon consummation of such Business Combination, pay to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth Cardinal Health in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 cash by wire transfer (in immediately available funds to an account designated by ParentCardinal Health a termination fee in an amount equal to $52,500,000. “Business Combination” means (a) in immediately available funds (x) in the case a merger, consolidation, share exchange, business combination or similar transaction involving ALARIS as a result of clause (i), within two business days after such termination, (y) in the case of clause (ii)which ALARIS Stockholders, prior to or concurrently with such terminationtransaction, and (z) in the case aggregate, cease to own at least 50.1% of clause the voting power and at least 50.1% of the aggregate market value of the voting securities of the entity surviving or resulting from such transaction (iiior the ultimate parent entity thereof), upon the earlier (b) a sale, lease, exchange, transfer or other disposition of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation more than 50% of the transactions contemplated by assets of ALARIS and its subsidiaries, taken as a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such terminationwhole, in which casea single transaction or a series of related transactions (other than to customers in the ordinary course of business), such fee shall be payable on the date of such termination). Table of Contents or (c) The Company acknowledges that the agreements contained in acquisition, by a person (other than Cardinal or any affiliate thereof) or “group” (as defined under Section 8.2(b13(d) are an integral part of the TransactionsExchange Act) of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of ALARIS Common Stock, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent whether by tender or Merger Sub commences a claim, action, suit exchange offer or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionotherwise.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either AMB or ProLogis as provided in Section 8.17.1, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party (AMB or any stockholderProLogis or their respective officers, directordirectors or trustees, officer, employee, agent, consultant or representative of such party) except with respect to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.195.2(b), Section 6.65.7, this Section 8.2, Article IX 7.2 and Article X hereof and the provisions of the Confidentiality Agreement VIII, which shall survive such terminationtermination and except that no party shall be re- lieved or released from any liabilities or damages arising out of its fraud or willful and material breach of this Agreement. (b) If this Agreement is terminated AMB shall pay ProLogis, by wire transfer of immediately available funds, the AMB Termination Fee in the following circumstances as described below: (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior ProLogis shall terminate this Agreement pursuant to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known Section 7.1(e)(ii) and (B) at any time on or after the date of this Agreement but prior to the 12 month anniversary date of such termination, an Acquisition Proposal for AMB shall have been publicly announced or otherwise communicated to the senior management or Board of Directors of AMB and not withdrawn prior to the date of such termination, then AMB shall pay ProLogis the AMB Termination Fee within three Business Days after termination of this Agreement; (ii) if (A) either party shall terminate this Agreement pursuant to Section 7.1(g) because the AMB Required Vote shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the AMB Stockholders Meeting, an Acquisition Proposal for AMB shall have been publicly announced and not withdrawn prior to the date of the AMB Stockholders Meeting, then AMB shall pay ProLogis the AMB Termination Fee within three Business Days after termination of this Agreement; (iii) if (A) ProLogis shall terminate this Agreement pursuant to Section 7.1(e)(i) and (B) within twelve (12) months of the date of such termination the Company of this Agreement, AMB or any of its Subsidiaries enters into a executes any definitive agreement with respect to to, or consummates, any Company Takeover Acquisition Proposal, then AMB shall pay ProLogis the AMB Termination Fee within three Business Days after the earlier of execution of such agreement or consummation of such Acquisition Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely it being understood that, for purposes of this Section 8.2(b)(iii)(Bclause (iii), the term “Company Takeover Acquisition Proposal” shall have the meaning set forth assigned to such term in Section 5.4(a) except that the reference to “20% or more” in the definition of Company Takeover Proposal except that all references to 20% “Acquisition Proposal” shall be deemed references to be a reference to “35%% or more”); or (iv) if ProLogis shall terminate this Agreement pursuant to Section 7.1(e)(iii), the Company then AMB shall pay Parent a fee equal to $12,850,000 ProLogis the AMB Termination Fee within three Business Days after the termination of this Agreement. (c) ProLogis shall pay AMB, by wire transfer (to an account designated by Parent) in of immediately available funds (x) funds, the ProLogis Termination Fee in the case of clause following circumstances as described below: (i) if (A) AMB shall terminate this Agreement pursuant to Section 7.1(d)(ii), within two business days and (B) at any time after the date of this Agreement but prior to the date of such termination, (y) in an Acquisition Proposal for ProLogis shall have been publicly announced or otherwise communicated to the case senior management or Board of clause (ii), Trustees of ProLogis and not withdrawn prior to or concurrently with the date of such termination, then ProLogis shall pay AMB the ProLogis Termination Fee within three Business Days after termination of this Agreement; (ii) if (A) either party shall terminate this Agreement pursuant to Section 7.1(g) because the ProLogis Required Vote shall not have been received, and (zB) in at any time after the case date of this Agreement and at or before the date of the ProLogis Shareholders Meeting, an Acquisition Proposal for ProLogis shall have been publicly announced and not withdrawn prior to the date of the ProLogis Shareholders Meeting, then ProLogis shall pay AMB the ProLogis Termination Fee within three Business Days after termination of this Agreement; (iii) if (A) AMB shall terminate this Agreement pursuant to Section 7.1(d)(i), and (B) within twelve (12) months of the date of such termination of this Agreement, ProLogis or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Proposal, then ProLogis shall pay AMB the ProLogis Termination Fee within three Business Days after the earlier of execution of such agreement or consummation of such Acquisition Proposal (it being understood that, for purposes of this clause (iii), upon the earlier term “Acquisition Proposal” shall have the meaning assigned to such term in Section 5.4(a) except that the reference to “20% or more” in the definition of entering into such definitive agreement with respect “Acquisition Proposal” shall be deemed to be a reference to “35% or more”); or (iv) if AMB shall terminate this Agreement pursuant to Section 7.1(d)(iii), then ProLogis shall pay AMB the ProLogis Termination Fee within three Business Days after termination of this Agreement. (d) If AMB shall terminate this Agreement pursuant to (i) Section 7.1(d)(i) due solely to a Company Takeover Proposal Change in ProLogis Recommendation pursuant to Section 5.4(b)(v), or consummation (ii) Section 7.1(f), ProLogis shall pay the AMB Expenses to AMB within three Business Days after termination of this Agreement. (e) If ProLogis shall terminate this Agreement pursuant to (i) Section 7.1(e)(i) due solely to a Change in AMB Recommendation pursuant to Section 5.4(b)(v), or (ii) Section 7.1(f), AMB shall pay the ProLogis Expenses to ProLogis within three Business Days after termination of this Agreement. (f) In no event shall this Section 7.2 require (i) AMB to pay any amount in excess of the transactions contemplated by a Company Takeover Proposal sum of the AMB Termination Fee plus the ProLogis Expenses, or (unless ii) ProLogis to pay any amount in excess of the transactions contemplated by such Takeover Proposal were consummated prior to such terminationsum of the ProLogis Termination Fee plus the AMB Expenses, in which case, such fee shall be payable on each case except as set forth in Section 7.2(g) or in the date case of such termination). Table party’s fraud or willful and material breach of Contentsthis Agreement. (cg) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company If either AMB or ProLogis fails to pay in a timely manner any amount all amounts due pursuant to the other party under this Section 8.2(b) and7.2 on the dates specified, in order to obtain such paymentthen either AMB or ProLogis, Parent or Merger Sub commences a claimas applicable, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay all costs and expenses (including legal fees and expenses) incurred by such other party in connection with any action or proceeding (including the filing of any lawsuit) taken by it to Parent collect such unpaid amounts, together with interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment unpaid amounts at the prime lending rate set forth prevailing at such time, as published in the Wall Street Journal in effect on Journal, from the date such payment was amounts were required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with paid until the date actually received by such claim, suit, proceeding or other actionparty.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Jefferson-Pilot or Lincoln as provided in Section 8.17.1, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party (Lincoln or any stockholderJefferson-Pilot or their respective officers or directors, director, officer, employee, agent, consultant or representative of such partyexcept with respect to Sections 3.1(q) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19and 3.2(q), Section 6.65.2(b), Section 5.7, this Section 8.2, Article IX 7.2 and Article X hereof and the provisions of the Confidentiality Agreement VIII, which shall survive such terminationtermination and except that, other than as set forth in Section 7.2(b) and Section 7.2(c), no party shall be relieved or released from any liabilities or damages arising out of its breach of this Agreement. (b) If Lincoln shall pay Jefferson-Pilot and Jefferson-Pilot shall accept as its exclusive remedy, by wire transfer of immediately available funds, the sum of $300 million (the “Lincoln Termination Fee”), or such portion thereof as set forth in this Section 7.2(b), if this Agreement is terminated as follows: (i) by Parent if Jefferson-Pilot shall terminate this Agreement pursuant to the provisions of Section 8.1(d7.1(e), then Lincoln shall pay the Lincoln Termination Fee on the Business Day following such termination; (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior either party shall terminate this Agreement pursuant to such termination a Company Takeover Proposal Section 7.1(g) because the Required Lincoln Vote shall not have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and received, (B) at any time on after the date of this Agreement and at or prior before the date of the Lincoln Shareholders Meeting an Acquisition Proposal with respect to Lincoln shall have been publicly announced or otherwise enters into the 12 month anniversary public domain (a “Lincoln Public Proposal”) and (C) within twelve months after the date of such termination the Company of this Agreement, Lincoln or any of its Subsidiaries enters into a executes any definitive agreement with respect to to, or consummates, any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B)Acquisition Transaction, the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company then Lincoln shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), Lincoln Termination Fee upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination)execution or consummation. Table An “Acquisition Transaction” shall mean any transaction of Contents (cthe type described in Section 5.4(a) The Company acknowledges except that the agreements contained in Section 8.2(b) are an integral part reference to “10% or more of its total voting power” shall be deemed to be a reference to “a majority of its total voting power” and the reference to “10% or more of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company consolidated assets” shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required be deemed to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding a reference to “all or other action.substantially all of the consolidated assets”; and

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to Section 8.1this Article VIII, this Agreement shall become void and of no effect with no liability on the part of any party hereto (or any stockholder, director, officer, employee, agent, consultant of its directors or representative of such partyofficers) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by have any liability or further obligation under this Agreement or (ii) failure of either party to perform an agreement or covenant hereofany other party, such party shall not be relieved of any liability to the other party except as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, provided in this Section 8.2, Article IX 8.5 and Article X hereof and the provisions except that nothing herein shall relieve any party from liability for a willful breach of the Confidentiality Agreement shall survive such terminationthis Agreement. (b) If this Agreement is validly terminated (i) by Parent ALZA pursuant to Section 8.2(c), or (ii) by SEQUUS pursuant to Section 8.3(c), and as of the provisions time of either such termination there shall not have occurred an ALZA Material Adverse Effect, then within two business days after such termination SEQUUS shall pay ALZA a termination fee equal to $25,000,000. (c) If (i) this Agreement is validly terminated by ALZA or SEQUUS pursuant to Section 8.1(d)) as a result of a SEQUUS Negative Vote, (ii) no payment is required by the Company pursuant to the provisions of Section 8.1(c) or 8.5(b), (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal SEQUUS Negative Vote, there shall have been made to the Company or its stockholders or a Company Takeover publicly announced an Acquisition Proposal which shall not have otherwise become publicly known and been withdrawn, (Biv) at ALZA shall not have breached in any time on or prior to the 12 month anniversary of such termination the Company or material respect any of its Subsidiaries enters into a definitive agreement with respect obligations under this Agreement in any manner that shall have proximately contributed to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated such SEQUUS Negative Vote, (provided that solely for purposes v) within one year after such valid termination of this Agreement pursuant to Section 8.2(b)(iii)(B)8.1(d) as a result of a SEQUUS Negative Vote, the term “Company Takeover Proposal” there shall have been consummated a transaction satisfying the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case requirements of clause (i), (ii) or (iii) of Section 5.2(c), and (vi) as of the time of such termination there shall not have occurred an ALZA Material Adverse Effect, then, within two business days after such termination, (y) in following the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by such transaction, SEQUUS shall pay ALZA a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior termination fee equal to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents$25,000,000. (cd) The Company acknowledges that the agreements contained in SEQUUS will pay any fee payable under this Section 8.2(b) are 8.5 by wire transfer of immediately available funds to an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionaccount specified by ALZA.

Effect of Termination. (a) If this Agreement is terminated Following the expiration of SGI's obligation to pay royalties with respect to any Product in any country in the Territory pursuant to Section 8.1Xxxxxxx 00.0(x), this Agreement XXX shall become void have the royalty-free, non-exclusive, perpetual right and of no effect with no liability on license to continue to use the part of any party (or any stockholderLicensed Technology to make, directorhave made, officeruse, employee, agent, consultant or representative of sell and have sold such party) to the other party hereto; provided, however, that if Product in such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationcountry. (b) If Following either the expiration of the term of this Agreement is terminated in its entirety pursuant to Section 13.1(b) or the termination of this Agreement by SGI pursuant to Xxxxxxx 00.0, XXX shall have the royalty-free, non-exclusive, perpetual right and license to continue to use the Licensed Technology to make, have made, use, sell and have sold the Product in all countries in the Territory, and the license granted to SGI under Section 9.4(c) shall become perpetual. Further, following the expiration of the term of this Agreement in its entirety pursuant to Section 13.1(b), the license granted to BMS under Section 9.4(c) shall become perpetual. Further, following the termination of this Agreement by SGI pursuant to Section 13.4, the license granted to BMS under Section 9.4(c) with respect to Improvements relating to such Licensed Technology shall terminate (c) Upon the termination of this Agreement by SGI pursuant to Section 13.3(a), by BMS pursuant to Section 13.2 or 13.4, or automatically pursuant to Xxxxxxx 00.0, XXX shall promptly: (i) by Parent pursuant return to BMS all relevant records, materials or confidential information, including the provisions Results, concerning the Patents, the Know-How and any Products in the possession or control of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company SGI or any of its Subsidiaries enters into Affiliates or sublicensees; and (ii) assign to BMS, or BMS's designee, its registrations with governmental health authorities, licenses, and approvals of the Products in the Territory, at SGI's sole expense. Thereafter, SGI shall have no rights whatsoever to use the Licensed Technology for any purpose, and BMS shall have a definitive agreement royalty-free right and license, including the right to grant sublicenses, under the Patents and know-how covering SGI's Improvements, to make, have made, use, sell and have sold any Products. In such event, BMS shall indemnify SGI as provided in Section 11.2. Further, the license granted to BMS under Section 9.4(c) shall become perpetual, and the license granted to SGI under Section 9.4(c) with respect to Improvements relating to such Licensed Technology shall terminate. (d) Upon the termination of any Company Takeover Proposal or the transactions contemplated Research Program by any Company Takeover Proposal are consummated (provided that solely for purposes of this SGI pursuant to Section 8.2(b)(iii)(B13.3(b), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, SGI's right and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement license and obligations under this Agreement and any applicable BMS In-License with respect to a Company Takeover Proposal the Licensed Technology associated with such Research Program shall cease, and SGI shall promptly: (1) return to BMS all relevant records, materials or consummation confidential information, including the Results, concerning the Patents, the Know-How and any Products in the possession or control of SGI or any of its Affiliates or sublicensees with respect to such' Licensed Technology; and (ii) assign to BMS, or BMS's designee, its registrations with governmental health authorities, licenses, and approvals of any such Products in the transactions contemplated by a Company Takeover Proposal Territory, at SGI's sole expense. Thereafter, SGI shall have no rights or obligations whatsoever relating to such Licensed Technology, and BMS shall have an exclusive (unless even as to SGI), royalty-free right and license, including,the transactions contemplated right to grant sublicenses, under the Patents, to make, have made, "use, sell and have sold any such Products. In such event, BMS shall indemnify SGI as provided in Section 11.2. Further, the license granted to SGI under Section 9.4(c) with respect to Improvements relating to such Licensed Technology shall terminate, and the license granted to BMS under Section 9.4(c) shall become perpetual. All licenses, rights and obligations relating to all Research Programs not identified in SGI's notice of termination shall remain in full force and effect and shall be unaffected by such Takeover Proposal were consummated prior notice. (e) Upon the termination of any BMS In-License, SGI's right and license and obligations under this Agreement and such BMS In-License with respect to the Licensed Technology licensed to BMS thereunder shall cease, and SGI shall promptly: (i) return to BMS all relevant records, materials or confidential information, including the Results, concerning the Patents, the Know-How and any Products in the possession or control of SGI or any of its Affiliates or sublicensees with respect to such terminationLicensed Technology; and (ii) assign to BMS, in which caseor BMS's designee, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactionsits registrations with governmental health authorities, licenses, and thatapprovals of any such Products in the Territory. Thereafter, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails SGI shall have no rights or obligations whatsoever relating to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the CompanyLicensed Technology. Further, the Company licenses granted to each Party under Section 9.4(c) with respect to Improvements relating to such Licensed Technology shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionterminate.

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 7.1, all rights and obligations of the Parties under this Agreement shall terminate, except for the provisions of this Section 7.2, Article IX, Article X and Section 5.5 and Section 5.7; provided, however, that no termination of this Agreement shall relieve any Party from any liability for any willful and intentional breach of this Agreement by such Party or for Fraud by such Party and all rights and remedies of a non-breaching Party under this Agreement in the case of any such willful and intentional breach or Fraud, at law and in equity, shall be preserved, including the right to recover reasonable attorneys’ fees and expenses. In the event of the termination of this Agreement, pursuant to Section 7.1, the Parties agree that for a period of one (1) year from and after the Execution Date, neither the Contributor Parties and their respective Affiliates, on the one hand, nor Acquirer and its Affiliates, on the other hand, shall solicit for employment or hire any executive officers, management level employees or district manager level employees of the Propane Group Entities, in the case of Acquirer and its Affiliates, and of Acquirer, AmeriGas GP and their respective Subsidiaries, in the case of the Contributor Parties and their respective Affiliates, (a) who were employed by such party within six (6) months prior to the Execution Date and (b) with whom the Contributor Parties or Acquirer, as applicable, first came into initial contact as a result of negotiation of this Agreement. The restrictions in the preceding sentence regarding the prohibition on solicitations (as opposed to hires) shall not apply to (i) any solicitation by way of general advertising, including general solicitations in any local, regional or national newspapers or other publications or circulars or on internet sites or any search firm engagement which is not directed or focused on employees of the Contributor Parties, Acquirer, AmeriGas GP or their respective Affiliates, as applicable, or (ii) the hiring of a person whose employment was terminated by his or her respective employer (or its Subsidiaries) and who was not solicited by the other Party (or its Affiliates) in violation of this Section 7.2. Except to the extent otherwise provided in this Section 7.2, the Parties agree that, if this Agreement is terminated, the Parties shall have no liability to each other under or relating to this Agreement. If this Agreement and the transactions contemplated hereby are terminated pursuant to Section 7.1, each Party shall return all documents and other materials received from the other Parties relating to this Agreement and the transactions contemplated hereby, and all confidential information received by each Party with respect to any other Party shall be subject to the terms of the Confidentiality Agreement which shall survive the termination of this Agreement. (b) In the event this Agreement is terminated pursuant to Section 8.17.1(f), this Agreement shall become void and then Acquirer shall, pay or cause to be paid to ETP a termination fee in immediately available funds in the amount of no effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure $125,000,000, if the Available Interest Rate was (or was otherwise deemed to be) within the range of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement Weighted Average Interests Rates set forth on Annex G-3 or (ii) failure $75,000,000, if the Available Interest Rate was within the range of either party Weighted Average Interests Rates set forth on Annex G-1 or Annex G-2 (any such termination fee hereinafter referred to perform an agreement or covenant hereofas a “Termination Fee”), such party each in accordance with Section 10.5. Acquirer shall not be relieved required to pay a termination fee to ETP in any circumstances other than as described in the immediately preceding sentence. Acquirer and the Contributor Parties acknowledge and agree that Acquirer’s payment of the Termination Fee will be considered liquidated damages and in the event of such payment, Acquirer shall have no other liability for any breach by it of any liability to of the other party as a result of such failure representations, warranties, covenants or breach; providedfurtheragreements set forth in this Agreement. If the Termination Fee is paid, however, that or if the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof Termination Fee is payable and the provisions of Acquirer has not failed to satisfy its obligations under Section 10.5, in no event will the Confidentiality Agreement shall survive such termination. Contributor Parties seek to recover any other money damages or seek any other remedy (bincluding specific performance under Section 9.4) If from Acquirer (or its respective Affiliates) pursuant to this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal Acquirer’s failure to secure the Debt Financing, regardless of whether such monetary damages or the transactions contemplated by any Company Takeover Proposal other remedies are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth based on a claim in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to law or concurrently with such terminationequity, and (z) in the case of clause (iii), upon the earlier of entering into all such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contentsclaims are hereby waived. (c) The Company acknowledges Acquirer and the Contributor Parties acknowledge and agree that the agreements contained in this Section 8.2(b) 7.2 are an integral part of the Transactionsthis Agreement, and that, without these agreements, Parent and Merger Sub neither Acquirer or the Contributor Parties would not enter into this Agreement; accordingly. Accordingly, if the Company Acquirer fails promptly to pay in a timely manner any the amount due pursuant to Section 8.2(b) 7.2(b), and, in order to obtain such payment, Parent or Merger Sub commences the Contributor Parties commence a claim, action, suit or other proceeding that results in a judgment against in their favor for the CompanyTermination Fee, the Company Acquirer shall pay to Parent the Contributor Parties their costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on such amount Termination Fee from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1until the date of payment at eight percent (8%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action) per annum.

Effect of Termination. (a) If this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and be of no further force or effect with no without liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the each other party hereto; provided, however, that if such termination shall result from the provisions of (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, (ii) the last sentence of Section 6.11(a), (iii) the last sentence of Section 6.4, (iv) the last sentence of Section 6.3(a), (v) Section 6.12(e), (vi) Section 6.13, (vii) Section 6.6, and (viii) Article IX 9 shall survive any termination hereof pursuant to Section 8.1. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, no Parent Party or the Company shall be relieved or released from any liabilities or damages (which the parties hereto acknowledge and Article X hereof agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include, to the extent proven, the benefit of the bargain lost by such party or such party’s equity holders (taking into consideration relevant matters, including the Merger Consideration, other combination opportunities and the provisions time value of money), which shall be deemed to be damages of such party) arising out of its knowing or intentional breach of any provision of this Agreement or any other agreement delivered in connection herewith, subject only, with respect to any such Liabilities of the Company, to Section 8.3(b) and Section 9.11, and with respect to any such Liabilities of the Parent Parties, to Section 9.11. For the avoidance of doubt, (a) the failure of the Parent Parties to consummate the Mergers on the date required by Section 2.3 after the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing and which are capable of being satisfied on the Closing Date, assuming for purposes hereof that the date of termination is the Closing Date) have been satisfied or waived shall constitute a knowing and intentional breach by the Parent Parties, and Parent shall be liable to the Company for such breach as provided herein notwithstanding any termination of this Agreement, subject only to Section 9.11(a) and (b) the Confidentiality Agreement shall survive such termination. (b) If the termination of this Agreement is terminated (i) by Parent pursuant and shall remain in full force and effect in accordance with its terms. Notwithstanding anything to the contrary provided in this Agreement, including in the foregoing provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B)8.2, the term “Company Takeover Proposal” nothing shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner relieve any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionparty for fraud.

Effect of Termination. (a) If this Agreement is terminated pursuant to as permitted by Section 8.110.01(a) through (e), this Agreement such termination shall become void and of no effect with no be without liability on the part of any party Party (or any stockholder, director, officer, employee, agent, consultant ECP II-C Fund or representative of such partyDynegy) to the other party hereto; providedParties (and ECP II-C Fund and Dynegy), howeverexcept, that if such termination shall result from the (i) failure subject to Section 10.02(c), liability of either party to fulfill a condition any Party to the performance other Parties for any intentional and willful breach of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party fraud occurring prior to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated by either Party pursuant to Section 10.01, written notice thereof shall forthwith be given to the other Party and the transactions contemplated by this Agreement shall be terminated, without further action by any Party; provided, that Parent, at its option, shall, and shall cause its Affiliates and Representatives to, either (i) by Parent pursuant return to the provisions of Section 8.1(d), Sellers or (ii) destroy (and deliver a certificate to the Sellers confirming such destruction) all Confidential Information received from the Sellers, their respective Affiliates or their respective Representatives or other advisors, whether so obtained before or after the execution of this Agreement, and continue to treat all Confidential Information in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination hereof. (c) If this Agreement is terminated (x) by the Company Sellers pursuant to the provisions of Section 8.1(c10.01(d) or (iiiy) by either Parent or the Company pursuant to Section 10.01(e) in a situation where the provisions of EquiPower Agreement was terminated by the Sellers pursuant to Section 8.1(b)(i10.01(d) (but only if the Stockholder Approval has not been obtained prior thereof, then Dynegy shall pay to the Outside DateSellers, by wire transfer of immediately available funds within two (2) Business Days following the date of termination, the amount of $12,000,000 (the “Break-Up Fee”). Until such time as the Sellers terminate this Agreement pursuant to Section 10.01(d) or this Agreement is automatically terminated pursuant to Section 8.1(b)(iii10.01(e) in a situation where the EquiPower Agreement was terminated by the Sellers pursuant to Section 10.01(d) thereof, and Dynegy pays the Break-Up Fee in accordance with this Section 10.02(c) and the Break-Up Fee in accordance with Section 10.02(c) of the EquiPower Agreement, nothing in this Section 10.02(c) shall prohibit the Sellers from their right to seek specific performance pursuant to, and on the terms and conditions set forth in, Section 11.07; provided, that the Sellers shall not be entitled under any circumstances to obtain both (Ai) prior a recovery of monetary damages in the form of the Break-Up Fee (and any amounts recoverable pursuant to Section 10.02(d)) or otherwise, and (ii) specific performance of the consummation of the Closing pursuant to this Agreement. Notwithstanding anything contained herein to the contrary, upon termination of this Agreement pursuant to Section 10.01(d), the Sellers’ right to receive the Break-Up Fee and the amounts due pursuant to Section 6.18(b) and Section 10.02(d) shall be the sole and exclusive remedy of the Sellers and their respective Affiliates against Dynegy and its Affiliates for any losses, liabilities, damages, obligations, payments, costs and expenses suffered as a result of the failure of Closing of this Agreement to be consummated, and upon payment of such termination a Company Takeover Proposal amount (and any amount due under the EquiPower Agreement pursuant to Section 10.02 thereof), neither Dynegy nor its Affiliates shall have been made any further rights, liability, or obligations arising out of or relating to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal this Agreement or the transactions contemplated hereby. The Parties (and Dynegy) agree that (1) damages suffered by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have Sellers and the meaning set forth Acquired Companies in the definition of Company Takeover Proposal except that all references event the Sellers terminate this Agreement pursuant to 20% shall be deemed references Section 10.01(d) or this Agreement is automatically terminated pursuant to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by ParentSection 10.01(e) in immediately available funds a situation where the EquiPower Agreement was terminated by the Sellers pursuant to Section 10.01(d) thereof are incapable or very difficult to accurately estimate and (x2) in the case Break-Up Fee and the amounts due pursuant to Section 6.18(b) and Section 10.02(d) are a reasonable forecast of clause (i), within two business days after just compensation for such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges Parties acknowledge that the agreements contained in this Section 8.2(b) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub the Parties would not enter into this Agreement; accordingly, if the Company . (d) If Dynegy fails promptly to pay in a timely manner any amount due pursuant to Section 8.2(b) the Break-Up Fee, and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding the Sellers commence an action that results in a judgment against Dynegy for the CompanyBreak-Up Fee, the Company Dynegy shall pay to Parent the Sellers, together with the Break-Up Fee, (A) interest on such amount the Break-Up Fee from and including the date payment of such amount was due to but excluding the date of actual payment termination of this Agreement at a rate per annum equal to the prime rate set forth as published in the Wall Street Journal Journal, Eastern Edition, in effect on the date such payment was required to be made of termination of this Agreement plus 1two percent (2%) and (B) any fees, together with reasonable legal fees costs and expenses (including legal fees) incurred by the Sellers or the Company in connection with any such claim, suit, proceeding or other action. (e) If this Agreement is terminated, this Agreement shall become null and void and of no further force and effect, except for the following provisions which shall survive such termination: Section 6.04(a) (Confidentiality; Publicity); Section 6.06 (Expenses); this Section 10.02 (Effect of Termination) and Article 11 (Miscellaneous).

Effect of Termination. (a) If In the event of the termination of this Agreement in accordance with Section 8.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is terminated made (other than in the case of termination pursuant to Section 8.18.1(a)), and this Agreement shall forthwith become void null and of void, and there shall be no effect with no damages or liability on the part of any party (Parent, Sub or any stockholderthe Company or their respective directors, directorofficers, officeremployees, employeestockholders, agentRepresentatives, consultant agents or representative of such party) advisors other than, with respect to Parent, Sub and the Company, the obligations pursuant to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6Confidentiality Agreement, this Section 8.2, Article IX and Article X hereof IX. Nothing contained in this Section 8.2 shall relieve Parent, Sub or the Company from liability for fraud or a Knowing and Intentional Breach of this Agreement and, if it shall be judicially determined that termination of this Agreement was caused by fraud or a Knowing and Intentional Breach, then, in addition to other remedies at law or equity for such fraud or Knowing and Intentional breach, the provisions of the Confidentiality party so found to have committed fraud or Knowingly and Intentionally breached this Agreement shall survive such terminationindemnify, hold harmless and reimburse the other parties for their respective reasonable out-of-pocket costs, fees and expenses of their 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. (b) If If, but only if, (i) this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c8.1(c)(ii) or by Parent pursuant to Section 8.1(d)(ii), or (iiiii) (A) this Agreement is terminated by either Parent or the Company (1) pursuant to the provisions of Section 8.1(b)(i) (but only if at such time Parent would not be prohibited from terminating this Agreement by the Stockholder Approval first proviso in Section 8.1(b)(i)) without a vote of the Company’s stockholders being taken, or (2) pursuant to Section 8.1(b)(iii), (B) there has been received after the date of this Agreement and not been obtained withdrawn or publicly disclosed prior to the Outside Datetermination of this Agreement in the case of clause (A)(1) or Section 8.1(b)(iii) there has been publicly disclosed for the first time after the date of this Agreement and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary time of such termination the Company or any Stockholder Meeting in the case of its Subsidiaries clause (A)(2), an Acquisition Proposal and (C) within twelve (12) months after such termination, either (1) the Company enters into a definitive agreement with respect to any Company Takeover Proposal a Qualifying Transaction, which is subsequently consummated, or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B)2) a Qualifying Transaction is consummated, the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, then the Company shall pay to Parent interest on such amount from and including the date payment a termination fee of such amount was due to but excluding the date of actual payment at the prime rate set forth seventy million dollars ($70,000,000) in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.cash,

Effect of Termination. (a) If this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and of no effect with no liability or obligation on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that (i) if such termination shall result from the (i) failure a willful and material breach of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereofby any party, such party shall not be relieved of any liability to the other party parties as a result of such failure or breach; providedfurther, however, willful and material breach (it being understood that the provisions measure of damages shall be as determined by the courts referred to in Section 3.19, Section 6.6, 9.10); and (ii) this Section 8.2, Article IX and IX, Article X hereof X, the provisions of the last sentence of Section 6.5, and the provisions of the Confidentiality Agreement shall survive such termination. (b) If . For purposes of this Agreement is terminated Agreement, “willful and material breach” shall mean (i) a material breach that is a consequence of an act undertaken by Parent pursuant the breaching party with the knowledge that the taking of or failure to take such act would cause a material breach of this Agreement, and, in the provisions case of Section 8.1(d)any failure to act, a reasonable person would likely agree with such conclusion, (ii) the failure of Acquiror to consummate the Merger in accordance with the terms of this Agreement if (A) the Company has Unrestricted Cash of at least $800,000,000 and all of the other conditions set forth in Section 7.1 and Section 7.2 (other than any condition that by its nature cannot be satisfied until the Closing but that is expected to be satisfied at the Closing) have been satisfied or waived and (B) the full proceeds to be provided to Acquiror by the Company pursuant Financing or Alternative Financing shall be available to Acquiror to complete the provisions of Section 8.1(c) Merger or (iii) by either Parent or the failure of the Company pursuant to consummate the provisions Merger in accordance with the terms of Section 8.1(b)(i) (but only this Agreement if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning conditions set forth in Section 7.1 and Section 7.3 (other than any condition that by its nature cannot be satisfied until the definition of Company Takeover Proposal except Closing but that all references is expected to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment satisfied at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding Closing) have been satisfied or other actionwaived.

Effect of Termination. (a) If In the event of termination of this Agreement by either Monsanto or AHP as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of AHP or Monsanto or their respective officers or directors except with respect to Section 3.1(l), Section 3.2(m), the second sentence of Section 5.3, Section 5.7, this Section 7.2 and Article VIII, which provisions shall survive such termination, and except that, notwithstanding anything to the contrary contained in this Agreement, neither AHP nor Monsanto shall be relieved or released from any liabilities or damages arising out of its willful material breach of this Agreement. (i) AHP shall pay Monsanto the sum of $700 million (the "AHP Alternative Transaction Fee") if this Agreement is terminated solely as follows: (A) if AHP shall terminate this Agreement pursuant to Section 8.17.1(f), (B) if (I) either party shall terminate this Agreement pursuant to Section 7.1(d)(ii) due to the failure of AHP's stockholders to approve the Share Issuance, (II) at any time after the date of this Agreement and at or before the date of the AHP Stockholders Meeting a Business Combination (as defined in Section 7.2(d)) proposal with respect to AHP shall become void have been publicly announced or otherwise communicated to the AHP Board of Directors, and (III) within twelve months of no effect the termination of this Agreement, AHP enters into a definitive agreement with no liability any third party with respect to a Business Combination or a Business Combination with respect to AHP is consummated, (C) if Monsanto shall terminate this Agreement pursuant to Section 7.1(e) or 7.1(j), (D) if (I) either party shall terminate this Agreement pursuant to Section 7.1(b), (II) at any time after the date of this Agreement and at or before the Termination Date there shall exist a Business Combination proposal with respect to AHP, (III) following the existence of such Business Combination proposal and prior to any such termination, AHP shall have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the part Termination Date and (IV) within twelve months of any such termination of this Agreement, AHP shall enter into a definitive agreement with any third party with respect to a Business Combination or a Business Combination with respect to AHP is consummated, or (E)(I) if either party shall terminate this Agreement pursuant to 7.1(g)(A), (II) at any time after the date of this Agreement and at or before the Adverse Change in the AHP Recommendation a Business Combination proposal with respect to AHP shall have been publicly announced or otherwise communicated to the AHP Board of Directors, and (III) within twelve months of any stockholdersuch termination of this Agreement, directorAHP shall enter into a definitive agreement with any third party with respect to a Business Combination or a Business Combination with respect to AHP is consummated, officerprovided that, employeein the case of this subclause (E) of Section 7.2(b)(i), agentif the AHP Termination Fee (as defined in Section 7.2(b)(ii)) has previously been paid in connection with the termination of this Agreement pursuant to Section 7.1(g)(A), consultant or representative then the amount of such party) fee shall be credited to the other AHP Alternative Transaction Fee. (ii) AHP shall pay Monsanto the amount of $250 million (the "AHP Termination Fee") if this Agreement is terminated by either party heretopursuant to Section 7.1(g)(A) in circumstances in which the AHP Alternative Transaction Fee is not then payable; provided, however, that if such termination the AHP Termination Fee shall result from equal the amount of $75 million in the event that (ia) failure the date on which the Board of either party to fulfill a condition Directors of AHP effects an Adverse Change in the AHP Recommendation occurs within five (5) Business Days prior to the performance scheduled date of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX AHP Stockholders Meeting and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by Parent prior to the Adverse Change in the AHP Recommendation a Monsanto Stock Decline would be deemed to have occurred pursuant to the provisions of Section 8.1(d7.1(i) if "Determination Date" for purposes of such calculation was deemed to be the trading day immediately preceding the date on which the AHP Board effected an Adverse Change in the AHP Recommendation (the valuation period ending at the close of trading on such deemed Determination Date is hereinafter referred to as the "Alternative Monsanto Stock Measurement Period"). Notwithstanding the foregoing, if (iix) by a Monsanto Public Disclosure is made during the Company Alternative Monsanto Stock Measurement Period and (y) during the remaining portion of the Alternative Monsanto Stock Measurement Period commencing with the first Business Day following the date of the Monsanto Public Disclosure, a Monsanto Stock Decline would be deemed to have occurred pursuant to the provisions of Section 8.1(c7.1(i) or but (iiiz) by either Parent or the Company a Monsanto Stock Decline would not be deemed to have occurred pursuant to the provisions of Section 8.1(b)(i7.1(i) (but only if the Stockholder Approval has not been obtained prior entire Alternative Monsanto Stock Measurement Period were used for purposes of such calculation, then AHP shall be entitled to delay the date of its scheduled AHP Stockholders Meeting to the Outside Date20th Business Day after the Monsanto Public Disclosure and the Alternative Monsanto Stock Measurement Period shall commence with the first Business Day following the date of the Monsanto Public Disclosure, for purposes of determining the relevant AHP Termination Fee. (iii) or AHP shall pay Monsanto the fixed amount of $75 million as an expense and displacement payment if this Agreement is terminated by AHP pursuant to Section 8.1(b)(iii7.1(i). (i) and Monsanto shall pay AHP the sum of $700 million (the "Monsanto Alternative Transaction Fee") if this Agreement is terminated solely as follows: (A) prior if Monsanto shall terminate this Agreement pursuant to such termination a Company Takeover Proposal Section 7.1(f), (B) if (I) either party shall have been made terminate this Agreement pursuant to Section 7.1(d)(i) due to the Company or its failure of Monsanto's stockholders or a Company Takeover Proposal shall have otherwise become publicly known to adopt this Agreement and approve the Merger, (BII) at any time on after the date of this Agreement and at or prior before the date of the Monsanto Stockholders Meeting a Business Combination proposal with respect to Monsanto shall have been publicly announced or otherwise communicated to the 12 month anniversary Monsanto Board of such Directors and (III) within twelve months of the termination the Company or any of its Subsidiaries this Agreement, Monsanto enters into a definitive agreement with any third party with respect to a Business Combination proposal or a Business Combination with respect to Monsanto is consummated, (C) if AHP shall terminate this Agreement pursuant to Section 7.1(e) or 7.1(k), (D) if (I) either party shall terminate this Agreement pursuant to Section 7.1(b), (II) at any Company Takeover Proposal time after the date of this Agreement and at or before the transactions contemplated Termination Date there shall exist a Business Combination proposal with respect to Monsanto, (III) following the existence of such a Business Combination proposal and prior to any such termination, Monsanto shall have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect which breach shall have materially contributed to the failure of the Effective Time to occur on or before the Termination Date and (IV) within twelve months of any such termination of this Agreement, Monsanto shall enter into a definitive agreement with any third party with respect to a Business Combination proposal or a Business Combination with respect to Monsanto is consummated, or (E)(I) if either party shall terminate this Agreement pursuant to 7.1(g)(B), (II) at any time after the date of this Agreement and at or before the termination of this Agreement relating to the Adverse Change in the Monsanto Recommendation a Business Combination proposal with respect to Monsanto, shall have been publicly announced or otherwise communicated to the Monsanto Board of Directors and (III) within twelve months of any such termination of this Agreement, Monsanto shall enter into a definitive agreement with any third party with respect to a Business Combination or a Business Combination with respect to Monsanto is consummated, provided that, in the case of this subclause (E) of Section 7.2(c)(i), if the Monsanto Termination Fee (as defined in section 7.2(c)(ii)) has previously been paid in connection with the termination of this Agreement pursuant to Section 7.1(g)(B), then the amount of such fee shall be credited to the Monsanto Alternative Transaction Fee. (ii) Monsanto shall pay AHP the amount of $250 million (the "Monsanto Termination Fee") if this Agreement is terminated by any Company Takeover Proposal are consummated either party pursuant to Section 7.1(g)(B) in circumstances in which the Monsanto Alternative Transaction Fee is not then payable; provided, however, that the Monsanto Termination Fee shall equal the amount of $75 million in the event that (provided that solely a) the date on which the Board of Directors of Monsanto effects an Adverse Change in the Monsanto Recommendation occurs within five (5) Business Days prior to the scheduled date of the Monsanto Stockholders Meeting and (b) prior to the Adverse Change in the Monsanto Recommendation an AHP Stock Decline would be deemed to have occurred pursuant to the provisions of Section 7.1(h) if "Determination Date" for purposes of such calculation was deemed to be the trading day immediately preceding the date on which the Monsanto Board effected an Adverse Change in the Monsanto Recommendation (the valuation period ending at the close of trading on such deemed Determination Date is hereinafter referred to as the "Alternative AHP Stock Measurement Period"). Notwithstanding the foregoing, if (x) an AHP Public Disclosure is made during the Alternative AHP Stock Measurement Period and (y) during the remaining portion of the Alternative AHP Stock Measurement Period commencing with the first Business Day following the date of the AHP Public Disclosure, an AHP Stock Decline would be deemed to have occurred pursuant to the provisions of Section 7.1(h) but (z) an AHP Stock Decline would not be deemed to have occurred pursuant to the provisions of Section 7.1(h) if the entire Alternative AHP Stock Measurement Period were used for purposes of such calculation, then Monsanto shall be entitled to delay the date of its scheduled Monsanto Stockholders Meeting for such number of Business Days as would permit a fifteen Business Day Alternative AHP Stock Measurement Period commencing with the date of the AHP Public Disclosure, for purposes of determining the applicable Monsanto Termination Fee. (iii) Monsanto shall pay AHP the fixed amount of $75 million as an expense and displacement payment if this Agreement is terminated by Monsanto pursuant to Section 7.1(h). (d) For the purposes of this Section 8.2(b)(iii)(B)7.2, "Business Combination" means with respect to AHP or Monsanto, as the term “Company Takeover Proposal” shall have the meaning set forth in the definition case may be, (i) a merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving such party as a result of Company Takeover Proposal except that all references which either (A) such party's stockholders prior to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 such transaction (by wire transfer (to an account designated by Parent) in immediately available funds (xvirtue of their ownership of such party's shares) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior aggregate cease to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation own at least 60% of the transactions contemplated by a Company Takeover Proposal voting securities of the entity surviving or resulting from such transaction (unless or the transactions contemplated ultimate parent entity thereof) or, regardless of the percentage of voting securities held by such Takeover Proposal were consummated stockholders, if any Person shall beneficially own, directly or indirectly, at least 30% of the voting securities of such ultimate parent entity, or (B) the individuals comprising the board of directors of such party prior to such terminationtransaction do not constitute a majority of the board of directors of such ultimate parent entity, (ii) a sale, lease, exchange, transfer or other disposition of at least 50% of the assets of such party and its Subsidiaries, taken as whole, in which casea single transaction or a series of related transactions, such fee shall be payable on or (iii) the date acquisition, directly or indirectly, by a Person of beneficial ownership of 30% or more of the common stock of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactionsparty whether by merger, and thatconsolidation, without these agreementsshare exchange, Parent and Merger Sub would not enter into this Agreement; accordinglybusiness combination, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent tender or Merger Sub commences a claim, action, suit exchange offer or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionotherwise.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Parent or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no Parent, the Company, any of their respective affiliates or any of their respective employees, officers, directors or representatives shall have any liability on the part or obligation of any party (nature whatsoever hereunder, or any stockholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure Section 6.2(b) and this Section 8.2 and Article IX shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or Agreement, and (ii) failure of either party notwithstanding anything to perform an agreement or covenant hereofthe contrary contained in this Agreement, such party neither Parent nor the Company shall not be relieved or released from any liabilities or damages arising out of its fraud or any knowing, intentional and material breach of any liability to the other party as a result of such failure its representations, warranties, covenants, obligations or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationagreements set forth herein. (b) If In the event that, after the execution of this Agreement, (i) prior to the termination of this Agreement, an Acquisition Proposal (whether or not conditional) shall have been made (x) known to senior management or the Board of Directors of the Company or (y) directly to the Company’s stockholders generally, or any person shall have publicly announced an Acquisition Proposal or the intention to make an Acquisition Proposal (whether or not conditional) with respect to the Company, (ii) thereafter this Agreement is terminated by (iA) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i8.1(c) (but only if and the Stockholder Approval Requisite Company Vote has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and obtained), (B) at any time either Parent or the Company pursuant to Section 8.1(c) (and the Requisite Company Vote has been obtained and this Agreement is terminable by Parent under Section 8.1(d)), (C) Parent pursuant to Section 8.1(d) (solely in the case of a willful or intentional breach of this Agreement), (D) Parent pursuant to Section 8.1(f), or (E) the Company pursuant to Section 8.1(g), and (iii) on or prior to the 12 month anniversary date that is twelve (12) months after the date of such termination termination, the Company or any of its Subsidiaries enters into a definitive agreement (regardless of whether a transaction is consummated) or consummates a transaction with respect to any Company Takeover an Acquisition Proposal (whether or not the transactions contemplated by any Company Takeover same Acquisition Proposal are consummated as that referred to in clause (provided that solely for purposes of this Section 8.2(b)(iii)(Bb)(i) above), then the term Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Parent, by wire transfer of same day funds, an amount in cash equal to $7,400,000 (the “Company Takeover Proposal” shall have Termination Fee”). (c) In the meaning set forth in the definition of Company Takeover Proposal except event that all references this Agreement is terminated by Parent pursuant to 20% shall be deemed references to 35%Section 8.1(e), then the Company shall pay Parent a fee equal to $12,850,000 Parent, by wire transfer (of same day funds, an amount in cash equal to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable Termination Fee on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.

Effect of Termination. (a) If In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, the Purchaser or the Company or their respective Subsidiaries, officers or directors except (a) with respect to Section 5.2(b), Section 5.6, this Section 7.2 and Article 8 and (b) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful and material breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement or based on fraud. (b) In the event that this Agreement is terminated pursuant to Section 8.17.1(e) or Section 7.1(f), this Agreement then the Company shall become void and of no effect pay to Parent concurrent with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination, in the case of a termination by the Company, or within two Business Days thereafter, in the case of a termination by Parent, a termination fee of $36,000,000 (the “Breakup Fee”). (bc) If In the event that this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d7.1(g), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained and prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such date of termination a Company Takeover of this Agreement an Acquisition Proposal shall have been made directly to the stockholders, otherwise publicly disclosed or otherwise publicly communicated to senior management of the Company or its stockholders or a the Company Takeover Proposal shall have otherwise become publicly known Board, and (B) at any time on or prior to the 12 month first anniversary of the termination of this Agreement (i) such termination Acquisition Proposal is consummated, (ii) the Company or any of its Subsidiaries enters into a definitive written agreement with respect to any Company Takeover providing for the consummation of such Acquisition Proposal or the transactions contemplated by any Company Takeover and such Acquisition Proposal are is subsequently consummated (provided whether consummated before or after such anniversary), or (iii) the Company Board recommends or submits an Acquisition Proposal to its stockholders for adoption and such transaction is subsequently consummated (whether consummated before or after such anniversary), which, in the cases of clauses (i) through (iii), need not be the same Acquisition Proposal that solely shall have been made, publicly disclosed or communicated prior to termination hereof, then, concurrent with such consummation, the Company shall pay Parent the Breakup Fee (provided, that for purposes of this Section 8.2(b)(iii)(B7.2(c), the term “Company Takeover Acquisition Proposal” shall have the meaning set forth assigned to such term in the definition of Company Takeover Proposal Section 8.4, except that all the references to 20% “25%” shall be deemed to be references to 35“50%”), the Company . (d) All payments under this Section 7.2 shall pay Parent a fee equal to $12,850,000 be made by wire transfer (of immediately available funds to an account designated in writing by Parent) in immediately available funds (x) in . Each of the case of clause Company, Parent and the Purchaser acknowledges that (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in this Section 8.2(b) 7.2 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, (ii) without these agreements, Parent Parent, the Purchaser and Merger Sub the Company would not enter into this Agreement; accordinglyAgreement and (iii) the Breakup Fee is not a penalty, if but rather is liquidated damages in a reasonable amount that will compensate Parent and the Purchaser in the circumstances in which such Breakup 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. If the Company fails promptly to pay in a timely manner any amount the amounts due pursuant to this Section 8.2(b) and7.2, and in order to obtain such payment, Parent or Merger Sub its designee commences a claim, action, suit or other proceeding that results in a judgment against the CompanyCompany for all or a portion of the Breakup Fee, the Company shall pay to Parent or its designees interest on such amount or amounts from and including the date such payment of such amount was due required to but excluding be made until the payment date of actual payment at the prime rate set forth in the Wall Street Journal of Citibank, N.A., in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionmade.

Effect of Termination. 11.2.1 In the event of termination of this Agreement pursuant to any provision of Section 11.1, this Agreement shall forthwith become void and have no further force, except that (ai) the provisions of Sections 11.2, 12.1, 12.2, 12.3, 12.4, 12.5, 12.6, 12.9, 12.10, 12.11, and any other section which, by its terms, relates to post-termination rights or obligations, shall survive such termination of this Agreement and remain in full force and effect. 11.2.2 If this Agreement is terminated pursuant to Section 8.1terminated, this Agreement shall become void expenses and of no effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance damages of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party parties hereto shall not be relieved of any liability to the other party determined as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination.follows: (b) If this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to Except as provided below, whether or not the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B)Merger is consummated, the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such claimexpenses. (B) In the event of a termination of this Agreement because of a breach of any representation, suitwarranty, proceeding covenant or agreement contained in this Agreement, the breaching party shall remain liable for any and all damages, costs and expenses, including all reasonable attorneys’ fees, sustained or incurred by the non-breaching party as a result thereof or in connection therewith or with respect to the enforcement of its rights hereunder. (C) As a condition of BHB’s willingness, and in order to induce BHB to enter into this Agreement, and to reimburse BHB for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, Rome hereby agrees to pay BHB, and BHB shall be entitled to payment of, a fee of $3.5 million (the “Termination Fee”), by wire transfer of same day funds on the earlier of (x) the date of termination or (y) within three (3) business days after written demand for payment is made by BHB, as applicable, following the occurrence of any of the events set forth below: (i) Rome terminates this Agreement pursuant to Section 11.1.8 or BHB terminates this Agreement pursuant to Section 11.1.7; or (ii) The entering into a definitive agreement by Rome relating to an Acquisition Proposal or the consummation of an Acquisition Proposal involving Rome within one (1) year after the occurrence of any of the following: (i) the termination of this Agreement by BHB pursuant to Section 11.1.2 or 11.1.3 because of a breach by Rome or any Rome Subsidiary after the occurrence of an Acquisition Proposal has been publicly announced or otherwise made known to the shareholders of Rome; or (ii) the termination of this Agreement by BHB or Rome pursuant to Section 11.1.5 because of the failure of the shareholders of Rome to approve this Agreement at the Rome Shareholders Meeting after the occurrence of an Acquisition Proposal has been publicly announced or otherwise made known to the shareholders of Rome. (D) Upon payment of the Termination Fee pursuant to Section 11.2.2(C), BHB will not have any other actionrights or claims against Rome or any Rome Subsidiary, or their respective officers and directors, under this Agreement, it being agreed that the acceptance of the Termination Fee under Section 11.2.2(C) will constitute the sole and exclusive remedy of BHB against Rome and its Subsidiaries and their respective officers and directors.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either UDS or Valero as provided in Section 8.1, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party their respective officers or directors except with respect to perform an agreement or covenant hereofSection 4.1(q), such party shall not be relieved of any liability to Section 4.2(o), the other party as a result of such failure or breach; providedfurther, however, that the provisions second sentence of Section 3.196.3, Section 6.6, this Section 8.2, Article IX 8.2 and Article X hereof and the IX, which provisions of the Confidentiality Agreement shall survive such termination; provided that, notwithstanding anything to the contrary contained in this Agreement, neither Valero nor UDS shall be relieved or released from any liabilities or damages arising out of its willful and material breach of this Agreement. (b) If (A) (I) (x) either UDS or Valero terminates this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d) (provided that the basis for such termination is the failure to obtain the UDS Stockholder Approval) or pursuant to Section 8.1(b) without the UDS Stockholders Meeting having occurred or (y) Valero terminates this Agreement pursuant to Section 8.1(e), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (BII) at any time on after the date of this Agreement and before such termination an Acquisition Proposal with respect to UDS shall have been publicly announced or prior otherwise communicated to the 12 month anniversary senior management, Board of Directors or stockholders of UDS, or UDS shall have breached in any material respect its obligations under Section 6.5, and (III) within twelve months of such termination the Company UDS or any of its Subsidiaries enters into a any definitive agreement with respect to any Company Takeover Proposal to, or consummates, or the transactions contemplated by Board of Directors of UDS or any Company Takeover Proposal are consummated of its Subsidiaries recommends that its respective stockholders approve, adopt or accept, any Acquisition Proposal, or (provided that solely for purposes of B) Valero shall terminate this Agreement pursuant to Section 8.2(b)(iii)(B8.1(i), then UDS shall promptly, but in no event later than one Business Day after the term “Company Takeover Proposal” shall have the meaning set forth in the definition date of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%)such termination (or, the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (iA), within two business days after if later, the date UDS or its Subsidiary enters into such terminationagreement with respect to or consummates such Acquisition Proposal), pay Valero an amount equal to the UDS Termination Fee, by wire transfer of immediately available funds. (c) If (A) (I) (x) either UDS or Valero terminates this Agreement pursuant to Section 8.1(d) (provided that the basis for such termination is the failure to obtain the Valero Stockholder Approval) or pursuant to Section 8.1(b) without the Valero Stockholders Meeting having occurred or (y) UDS terminates this Agreement pursuant to Section 8.1(f), (II) at any time after the date of this Agreement and before such termination there shall have been publicly announced or otherwise communicated to the senior management, Board of Directors or stockholders of Valero a proposal for the acquisition by a third party of 50% or more of the consolidated assets (including stock of its Subsidiaries) of Valero and its Subsidiaries, taken as a whole, or of 50% or more of its total voting power, whether by merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution, tender offer or exchange offer or similar transaction and (III) within twelve months of such termination Valero or any of its Subsidiaries enters into any definitive agreement with respect to, or consummates, or the Board of Directors of Valero or any of its Subsidiaries recommends that its respective stockholders approve, adopt or accept, a transaction contemplated by clause (II), or (B) UDS shall terminate this Agreement pursuant to Section 8.1(h), then Valero shall promptly, but in no event later than one Business Day after the date of such termination (or, in the case of clause (iiA), prior if later, the date Valero or its Subsidiary enters into such agreement with respect to or consummates the transaction contemplated by clause (II)), pay UDS an amount equal to the Valero Termination Fee, by wire transfer of immediately available funds. (d) If UDS terminates this Agreement pursuant to Section 8.1(g), UDS shall pay Valero in an amount equal to the UDS Termination Fee, by wire transfer of immediately available funds, concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents. (ce) The Company acknowledges parties hereto acknowledge that the agreements contained in this Section 8.2(b) 8.2 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub neither party would not enter into this Agreement; accordingly, if the Company either party fails promptly to pay in a timely manner any amount due pursuant to this Section 8.2(b) 8.2, and, in order to obtain such payment, Parent or Merger Sub the other party commences a claim, action, suit or other proceeding that which results in a judgment against such party for the Companyfee set forth in this Section 8.2, the Company such party shall pay to Parent the other party its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on such the amount from and including of the date payment of such amount was due to but excluding the date of actual payment fee at the prime rate set forth in the Wall Street Journal of Citibank, N.A. in effect on the date such payment was required to be made plus 1%made, together with reasonable legal fees notwithstanding the provisions of Section 6.6. The parties hereto agree that any remedy or amount payable pursuant to this Section 8.2 shall not preclude any other remedy or amount payable hereunder, and expenses incurred shall not be an exclusive remedy, for any willful and material breach of any representation, warranty, covenant or agreement contained in connection with such claim, suit, proceeding or other actionthis Agreement.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either WIBC or BBCN as provided in Section 8.1, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party (BBCN or any stockholderWIBC or their respective officers or directors, directorexcept with respect to Sections 4.1(y), officer4.2(x), employee6.2(b) and 6.8, agentthis Section 8.2 and Article IX, consultant or representative of such party) to the other party hereto; provided, however, that if which shall survive such termination and except that no Party shall result be relieved or released from the (i) failure any liabilities or damages arising out of either party to fulfill a condition to the performance its willful and material breach of this Agreement. No termination of this Agreement shall affect the obligations of the other party to parties contained in the extent required by Confidentiality Agreement, all of which obligations shall survive termination of this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationin accordance with their terms. (b) If BBCN shall pay WIBC, by wire transfer of immediately available funds, the sum of $40 million (the “BBCN Termination Fee”) if this Agreement is terminated as follows: (i) by Parent if WIBC shall terminate this Agreement pursuant to the provisions of Section 8.1(d8.1(e), BBCN shall pay the BBCN Termination Fee on the business day following such termination; (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior either Party shall terminate this Agreement pursuant to such termination a Company Takeover Proposal Section 8.1(g) because the Required BBCN Vote shall not have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known received, and (B) at any time on after the date of this Agreement and at or before the date of the BBCN Stockholders Meeting an Acquisition Proposal, whether or not relating to an Acquisition Proposal received prior to the 12 month anniversary date hereof, shall have been made or renewed to BBCN or its Board of Directors, publicly announced or otherwise become publicly known (a “BBCN Proposal”), and (C) if within eighteen (18) months after the date of such termination the Company of this Agreement, BBCN or any of its Subsidiaries enters into a executes any definitive agreement with respect to, or consummates, (1) any Acquisition Proposal with a financial institution (or any parent, subsidiary or other affiliate) that has publicly announced an Acquisition Proposal to BBCN at any Company Takeover time within 60 days prior to the date of this Agreement, or (2) any other Acquisition Proposal or the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely substituting for purposes of this Section 8.2(b)(iii)(B), the term clause (C)(2) “Company Takeover Proposal50%” shall have the meaning set forth for “20%” in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%thereof), the Company then BBCN shall pay Parent a fee equal WIBC the BBCN Termination Fee upon the first to $12,850,000 occur of the date of execution of such definitive agreement or the consummation of the transaction contemplated by wire transfer such Acquisition Proposal; and (iii) if (A) either Party shall terminate this Agreement pursuant to an account designated by ParentSection 8.1(c) in immediately available funds (x) in the case of clause (ior WIBC shall terminate this Agreement pursuant to Section 8.1(f), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (zB) in at any time after the case date of clause this Agreement and before such termination there shall have been made or renewed a BBCN Proposal, and (iii)C) if within eighteen (18) months of the date of such termination of this Agreement, upon the earlier BBCN or any of entering into such its Subsidiaries executes any definitive agreement with respect to, or consummates, (1) any Acquisition Proposal with a financial institution (or any parent, subsidiary or other affiliate) that has publicly announced an Acquisition Proposal to a Company Takeover BBCN at any time within 60 days prior to the date of this Agreement, or (2) any other Acquisition Proposal (substituting for purposes of this clause (C)(2) “50%” for “20%” in the definition thereof), then BBCN shall pay WIBC the BBCN Termination Fee upon the first to occur of the date of execution of such definitive agreement or the consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions transaction contemplated by such Takeover Acquisition Proposal. If BBCN fails to pay all amounts due to WIBC on the dates specified, then BBCN shall pay all costs and expenses (including legal fees and expenses) incurred by WIBC in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by WIBC. (c) WIBC shall pay BBCN, by wire transfer of immediately available funds, the sum of $40 million (the “WIBC Termination Fee”) if this Agreement is terminated as follows: (i) if BBCN shall terminate this Agreement pursuant to Section 8.1(d), WIBC shall pay the WIBC Termination Fee on the business day following such termination; (ii) if (A) either Party shall terminate this Agreement pursuant to Section 8.1(g) because the Required WIBC Vote shall not have been received, and (B) at any time after the date of this Agreement and at or before the date of the WIBC Stockholders Meeting an Acquisition Proposal, whether or not relating to an Acquisition Proposal were consummated received prior to such terminationthe date hereof, in which caseshall have been made or renewed to WIBC or its Board of Directors, such fee shall be payable on publicly announced or otherwise become publicly known (a “WIBC Proposal”), and (C) if within eighteen (18) months after the date of such terminationtermination of this Agreement, WIBC or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, (1) any Acquisition Proposal with a financial institution (or any parent, subsidiary or other affiliate) that has publicly announced an Acquisition Proposal to BBCN at any time within 60 days prior to the date of this Agreement, or (2) any other Acquisition Proposal (substituting for purposes of this clause (C)(2) “50%” for “20%” in the definition thereof). Table , then WIBC shall pay BBCN the WIBC Termination Fee upon the first to occur of Contentsthe date of execution of such definitive agreement or the consummation of the transaction contemplated by such Acquisition Proposal; and (ciii) The Company acknowledges that if (A) either Party shall terminate this Agreement pursuant to Section 8.1(c) or BBCN shall terminate this Agreement pursuant to Section 8.1(f), and (B) at any time after the agreements contained in Section 8.2(bdate of this Agreement and before such termination there shall have been made or renewed a WIBC Proposal, and (C) are an integral part if within eighteen (18) months of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into date of such termination of this Agreement; accordingly, if WIBC or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, (1) any Acquisition Proposal with a financial institution (or any parent, subsidiary or other affiliate) that has publicly announced an Acquisition Proposal to BBCN at any time within 60 days prior to the Company date of this Agreement, or (2) any other Acquisition Proposal (substituting for purposes of this clause (C)(2) “50%” for “20%” in the definition thereof), then WIBC shall pay BBCN the WIBC Termination Fee upon the first to occur of the date of execution of such definitive agreement or the consummation of the transaction contemplated by such Acquisition Proposal. If WIBC fails to pay in a timely manner any amount all amounts due pursuant to Section 8.2(b) andBBCN on the dates specified, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company then WIBC shall pay all costs and expenses (including legal fees and expenses) incurred by BBCN in connection with any action or proceeding (including the filing of any lawsuit) taken by it to Parent collect such unpaid amounts, together with interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment unpaid amounts at the prime lending rate set forth prevailing at such time, as published in the Wall Street Journal in effect on Journal, from the date such payment was amounts were required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionpaid until the date actually received by BBCN.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Oryx or Xxxx-XxXxx as provided in Section 8.17.1, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party (Xxxx-XxXxx or any stockholderOryx or their respective officers or directors except with respect to Section 3.1(m), directorSection 3.2(m), officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions second sentence of Section 3.195.2, Section 6.65.6, this Section 8.2, Article IX 7.2 and Article X hereof and the VIII, which provisions of the Confidentiality Agreement shall survive such termination, and except that, notwithstanding anything to the contrary contained in this Agreement, neither Xxxx-XxXxx nor Oryx shall be relieved or released from any liabilities or damages arising out of its willful material breach of this Agreement. (b) If Xxxx-XxXxx shall pay Oryx the sum $60 million if this Agreement is terminated solely as follows: (i) by Parent Oryx pursuant to the provisions of Section 8.1(d7.1(f) or (g) (which fee shall be payable immediately upon such termination), ; (ii) by the Company Xxxx-XxXxx pursuant to the provisions of Section 8.1(c7.1(d) (which fee shall be payable as a condition to such termination); or (iii) by either Parent or the Company party pursuant to the provisions of Section 8.1(b)(i) (but only 7.1(e)(ii), if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) at or at any time prior to such termination a Company Takeover Proposal termination, Oryx was entitled to terminate this Agreement pursuant to Section 7.1(f) (which fee shall have been made to the Company be payable immediately upon such termination) or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) (x) at any time on after the date of this Agreement and at or prior before the date of the Xxxx-XxXxx Stockholders Meeting an Acquisition Proposal with respect to Xxxx-XxXxx shall have been publicly announced or otherwise publicly communicated (a "Prior Xxxx-XxXxx Proposal"), and (y) within twelve months of the 12 month anniversary termination of such termination the Company or any of its Subsidiaries this Agreement, Xxxx-XxXxx enters into a definitive agreement with respect to any Company Takeover (1) such Prior Xxxx-XxXxx Proposal or the transactions contemplated by any Company Takeover other Acquisition Proposal are (with respect to Xxxx- XxXxx) with any party who made a Prior Xxxx-XxXxx Proposal or (2) any Alternative Transaction (as defined in Section 8.11) with respect to Xxxx-XxXxx with any other Person, and such Prior Xxxx-XxXxx Proposal, Acquisition Proposal or Alternative Transaction is consummated (provided that which fee shall be payable immediately upon such consummation). (c) Oryx shall pay Xxxx-XxXxx the sum $60 million if this Agreement is terminated solely for purposes of this as follows: (i) by Xxxx-XxXxx pursuant to Section 8.2(b)(iii)(B7.1(f) or (g) (which fee shall be payable immediately upon such termination); (ii) by Oryx pursuant to Section 7.1(d) (which fee shall be payable as a condition to such termination); or (iii) by either party pursuant to Section 7.1(e)(i), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references if (A) at or at any time prior to 20% such termination, Xxxx-XxXxx was entitled to terminate this Agreement pursuant to Section 7.1(f) (which fee shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer payable immediately upon such termination) or (to an account designated by ParentB) in immediately available funds (x) in at any time after the case date of clause this Agreement and at or before the date of the Oryx Stockholders Meeting an Acquisition Proposal with respect to Oryx shall have been publicly announced or otherwise publicly communicated (ia "Prior Oryx Proposal"), within two business days after such termination, and (y) in within twelve months of the case termination of clause (ii)this Agreement, prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering Oryx enters into such a definitive agreement with respect to a Company Takeover (1) such Prior Oryx Proposal or consummation of the transactions contemplated by a Company Takeover any other Acquisition Proposal (unless the transactions contemplated by with respect to Oryx) with any party who made a Prior Oryx Proposal or (2) any Alternative Transaction with respect to Oryx with any other Person, and such Takeover Prior Oryx Proposal, Acquisition Proposal were or Alternative Transaction is consummated prior to such termination, in (which case, such fee shall be payable on the date of immediately upon such terminationconsummation). Table of Contents. (d) In addition, in any case in which a fee is payable pursuant to paragraph (b) or (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Companyabove, the Company party paying such fee shall in addition promptly pay to Parent interest the other party the sum of $5 million in respect of Expenses incurred by or on such amount from behalf of it in connection with this Agreement and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date Stock Option Agreements, such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding cash at the time of the payment of the fee pursuant to paragraph (b) or other action(c) above.

Effect of Termination. (a) If Comet shall pay Moon a fee of $60.0 million (the “Comet Termination Fee”): (i) if this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and of no effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii9.2(b) and (Ax) prior to such termination after the date of this Agreement a Company Takeover Comet Acquisition Proposal shall have been publicly made to the Company or its stockholders or a Company Takeover announced by any Person, and in each case such Comet Acquisition Proposal shall not have otherwise become publicly known and (B) been withdrawn at any time on or least seven days prior to the 12 month anniversary of Comet Shareholders Meeting, and (y) within one year after such termination the Company or any of its Subsidiaries termination, Comet enters into a definitive agreement with respect to any Company Takeover a Comet Acquisition Proposal or the transactions contemplated by any Company Takeover a Comet Acquisition Proposal are consummated is consummated; (provided that solely for purposes of ii) if this Agreement is terminated pursuant to Section 8.2(b)(iii)(B9.3(b), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references ; or (iii) if this Agreement is terminated pursuant to 20% Section 9.4(c); which fee shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) payable: in the case of clause (i), upon the first to occur of such entering into a definitive agreement or consummation referred to in subclause (y) thereof; and in the case of clauses (ii) and (iii), upon such termination; provided that for purposes of this Section 9.5(a), the references to “15%” in the definition of Comet Acquisition Proposal shall be deemed to be references to “75%”. (b) Moon shall pay Comet a fee of $60.0 million (the “Moon Termination Fee” and, together with the Comet Termination Fee, each a “Termination Fee”): (i) if this Agreement is terminated pursuant to Section 9.2(c) and (x) after the date of this Agreement a Moon Acquisition Proposal shall have been publicly made or announced by any Person, and in each case such Moon Acquisition Proposal shall not have been withdrawn at least seven days prior to the Moon Stockholders Meeting, and (y) within two business days one year after such termination, Moon enters into a definitive agreement with respect to a Moon Acquisition Proposal or a Moon Acquisition Proposal is consummated; (yii) if this Agreement is terminated pursuant to Section 9.4(b); or (iii) if this Agreement is terminated pursuant to Section 9.3(c); which fee shall be payable: in the case of clause (iii), prior upon the first to occur of such entering into a definitive agreement or concurrently with such termination, consummation referred to in subclause (y) thereof; and (z) in the case of clause clauses (ii) and (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination; provided that for purposes of this Section 9.5(b), the references to “15%” in which case, such fee the definition of Moon Acquisition Proposal shall be payable on the date of such termination). Table of Contentsdeemed to be references to “75%”. (c) Each of Comet and Moon agree that in the event that (i) the Comet Termination Fee is paid or may be payable to Moon pursuant to Section 9.5(a) or (ii) the Moon Termination Fee is paid or may be payable to Comet pursuant to Section 9.5(b), the payment of such Termination Fee shall be the sole and exclusive remedy of the recipient thereof (the “Receiving Party”), its Subsidiaries or any of their respective stockholders, shareholders, Affiliates, officers, directors, employees or Representatives (collectively, “Related Persons”) against the Party paying such Termination Fee (the “Paying Party”), any of its Related Persons or any Financing Source for, and in no event will the Receiving Party or any of its Related Persons be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to, (1) any loss suffered as a result of the failure of the Combination to be consummated, (2) the termination of this Agreement, (3) any liabilities or obligations arising under this Agreement, or (4) any other claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and upon payment to the Receiving Party of such Termination Fee, the Paying Party, any Related Person of the Paying Party and any Financing Source shall not have any further liability or obligation of any kind for any reason in connection with this Agreement or the transactions contemplated hereby (subject to Section 9.5(f)). Each of the Parties hereto acknowledges that any Termination Fee is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Receiving Party in circumstances in which any such Termination Fee is due and 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 Combination, which amount would otherwise be impossible to calculate with precision. In no event shall the Receiving Party be entitled to more than one payment of a Termination Fee in connection with a termination of this Agreement pursuant to which a Termination Fee is payable. For the avoidance of doubt, either party may pursue both a grant of specific performance and the payment of a Termination Fee; provided, however, that under no circumstances shall either party be entitled to receive a Termination Fee if the Combination is consummated. (d) All payments under this Section 9.5 shall be made promptly (and, in any events within five Business Days) upon becoming due by wire transfer of immediately available funds to an account designated by the receiving Party. (e) The Company acknowledges Parties acknowledge that the agreements contained in this Section 8.2(b) 9.5 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub the Parties would not enter into this Agreement; accordingly, if the Company either Comet fails to pay in a timely manner pay, or Moon fails to pay, as applicable, any amount due pursuant to this Section 8.2(b) 9.5, and, in order to obtain such payment, Parent or Merger Sub the Party entitled to such payment commences a claim, action, suit or other proceeding that which results in a judgment against the CompanyParty failing to pay for the fees to which reference is made in this Section 9.5, the Company then such Party shall pay to Parent interest on such amount from and including the date payment of such amount was due Party entitled to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees its costs and expenses incurred (including attorneys’ fees) in connection with such claim, suit, proceeding together with interest through the date of payment on the amount of the fee at the prime lending rate prevailing during such period as published in The Wall Street Journal. (f) In the event of termination of this Agreement and the abandonment of the Combination pursuant to this Article 9, all obligations of the Parties shall terminate, except the obligations of the Parties pursuant to this Section 9.5, the last sentence of Section 7.12, Section 7.14, Section 7.21(b) and Article 10, provided that nothing herein shall relieve any Party from any liability for any willful and material breach by such Party of any of its representations, warranties, covenants or other actionagreements set forth in this Agreement, and all rights and remedies of such nonbreaching Party under this Agreement in the case of such a willful and material breach, at law or in equity, shall be preserved. For purposes of this Section 9.5(f), “willful and material breach” shall mean a material breach that is a consequence of an act or a failure to take such act by the breaching Party with the knowledge that the taking of such act (or the failure to take such act) would, or would reasonably be expected to, cause a material breach of this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement, and the provisions of such Confidentiality Agreement shall apply to all information and material delivered by any Party.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Parent or Target as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on Parent, Target, any of their respective Subsidiaries or any of the part officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any stockholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure Section 6.2(b), this Section 8.2 and Article IX (other than Section 9.1) shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or Agreement, and (ii) failure of either party notwithstanding anything to perform an agreement or covenant hereofthe contrary contained in this Agreement, such party neither Parent, Merger Sub nor Target shall not be relieved or released from any liabilities or damages (which, in the case of Target, shall include the loss to the holders of Target Common Stock and Target Equity Awards of the economic benefits of the transactions contemplated hereby, including the loss of the premium offered to the holders of Target Common Stock and Target Equity Awards) arising out of its fraud or willful and material breach of any liability to the other party as a result provision of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (bi) If In the event that after the date of this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained and prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination of this Agreement a Company Takeover bona fide Acquisition Proposal shall have been made known to the Company senior management of Target or its stockholders or a Company Takeover Proposal shall have otherwise become been made directly to its shareholders generally or any person shall have publicly known announced (and not withdrawn) an Acquisition Proposal with respect to Target and (x) (A) thereafter this Agreement is terminated by either Parent or Target pursuant to Section 8.1(c) without the Requisite Target Vote having been obtained or (B) at any time on or thereafter this Agreement is terminated by Parent pursuant to Section 8.1(d), and (y) prior to the 12 month anniversary date that is twelve (12) months after the date of such termination the Company or any of its Subsidiaries termination, Target enters into a definitive agreement or consummates a transaction with respect to any Company Takeover an Acquisition Proposal (whether or not the transactions contemplated same Acquisition Proposal as that referred to above), then Target shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Parent, by any Company Takeover Proposal are consummated wire transfer of same day funds, a fee equal to $66,000,000.00 (provided the “Termination Fee”); provided, that solely for purposes of this Section 8.2(b)(iii)(B8.2(b)(i), the term “Company Takeover Proposal” shall have the meaning set forth all references in the definition of Company Takeover Acquisition Proposal except to “20%” shall instead refer to “50%”. (ii) In the event that all references this Agreement is terminated by Parent pursuant to 20% shall be deemed references to 35%Section 8.1(e), the Company then Target shall pay Parent a fee equal to $12,850,000 Parent, by wire transfer (to an account designated by Parent) in immediately available funds (x) in of same day funds, the case of clause (i), within two business days Termination Fee as promptly as reasonably practical after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such terminationtermination (and, in any event, within three (3) business days thereafter). Table . (iii) In the event that this Agreement is terminated by Target pursuant to Section 8.1(f), then Parent shall pay Target, by wire transfer of Contentssame day funds, the Termination Fee as promptly as reasonably practical after the date of termination (and, in any event, within three (3) business days thereafter). (c) The Company Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages in accordance with Section 8.2(a), the maximum aggregate amount of fees payable by Target or Parent under this Section 8.2 shall be equal to the Termination Fee, and in no event shall any party be required to pay the Termination Fee more than once. (d) Each of Parent and Target acknowledges that the agreements contained in this Section 8.2(b) 8.2 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub the other party would not enter into this Agreement; accordingly, if the Company Target or Parent fails promptly to pay in a timely manner any the amount due pursuant to this Section 8.2(b) 8.2, and, in order to obtain such payment, the Parent or Merger Sub Target, as applicable, commences a claim, action, suit or other proceeding that which results in a judgment against Target or Parent, as applicable for the CompanyTermination Fee or any portion thereof, the Company such non-paying party shall pay the costs and expenses of the other party (including reasonable attorneys’ fees and expenses) in connection with such suit. In addition, if Target or Parent fails to Parent pay the amounts payable pursuant to this Section 8.2, then Target or Parent, as applicable, shall pay interest on such amount from and including overdue amounts (for the period commencing as of the date payment of that such overdue amount was due originally required to but excluding be paid and ending on the date of actual payment that such overdue amount is actually paid in full) at a rate per annum equal to the “prime rate set forth in the Wall Street Journal rate” (as announced by JPMorgan Chase & Co. or any successor thereto) in effect on the date on which such payment was required to be made plus 1%for the period commencing as of the date that such overdue amount was originally required to be paid. The amounts payable by Target or Parent pursuant to Section 8.2(b) constitute liquidated damages and not a penalty, together with reasonable legal fees and, except in the case of fraud or willful and expenses incurred material breach of this Agreement, shall be the sole monetary remedy of Parent or Target, as applicable, in connection with the event of a termination of this Agreement specified in such claim, suit, proceeding or other actionsection.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either MCI or WorldCom as provided in Section 8.17.1, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party (WorldCom or any stockholderMCI or their respective officers or directors except with respect to Section 3.1(h), directorSection 3.2(h), officerSection 4.1(k), employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions second sentence of Section 3.195.3, Section 6.65.8, this Section 8.2, Article IX 7.2 and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationVIII. (b) If this Agreement is terminated WorldCom and MCI agree that (i) by Parent if MCI shall terminate this Agreement pursuant to Section 7.1(f) or (ii) if (x) MCI or WorldCom shall terminate this Agreement pursuant to Section 7.1(d) due to the provisions failure of MCI's stockholders to approve and adopt this Agreement or WorldCom shall terminate this Agreement pursuant to Section 8.1(d7.1(e), (iiy) by at the Company pursuant to time of the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior event giving rise to such termination a Company Takeover there shall exist an Acquisition Proposal shall have been made with respect to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known MCI and (Bz) at any time on or prior to within 12 months of the 12 month anniversary termination of such termination the Company or any of its Subsidiaries this Agreement, MCI enters into a definitive agreement with any third party with respect to any Company Takeover an Acquisition Proposal or the transactions contemplated by any Company Takeover an Acquisition Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B)is consummated, the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company then MCI shall pay Parent a fee to WorldCom an amount equal to $12,850,000 750 million (the "WorldCom Alternative Transaction Fee") and shall reimburse WorldCom for the amount of the BT Inducement Fee paid to BT (such amount, the "Reimbursement Amount"). (c) The WorldCom Alternative Transaction Fee and the Reimbursement Amount required to be paid pursuant to Section 7.2(b)(i) shall be made prior to, and shall be a pre-condition to the effectiveness of termination of this Agreement pursuant to such Section. Any other payment required to be made pursuant to Section 7.2(b) shall be made to WorldCom not later than two Business Days after the entering into of a definitive agreement with respect to, or the consummation of, an Acquisition Proposal, as applicable. All payments under this Section 7.2 and under Section 7.3 shall be made by wire transfer (of immediately available funds to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior party entitled to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such receive payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.

Effect of Termination. (a) If this Agreement is terminated pursuant to In the event of termination in accordance with Section 8.110.1, this Agreement shall will forthwith become void and of there will be no effect with no liability Liability on the part of any party hereto, except that Sections 2.18 and 3.5 relating to brokers’ fees, Section 4.5 relating to confidentiality, Sections 4.13(b) and (or c), this Section 10.2, ARTICLE XI and any stockholdercorresponding definitions set forth in ARTICLE XII, director, officer, employee, agent, consultant or representative of such party) to the other party heretoshall survive termination; provided, however, that if such termination except as set forth below, nothing herein shall result relieve Seller from the (i) failure of either party Liability for any willful breach hereof prior to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If In the event that this Agreement is terminated pursuant to (i) Section 10.1(c)(x) and, at such time, (x) Seller has confirmed in written notice to Investor that it was prepared to consummate the Closing at such time (assuming the Debt Financing would be available at the Closing and the conditions set forth in Section 6.1 that by Parent their terms are to be satisfied or waived at Closing would be satisfied or waived at the Closing), (y) all the other conditions set forth in Section 6.2 were satisfied or waived (other than those conditions that by their terms are to be satisfied at Closing) and (z) Investor was required to complete the Closing on the Closing Date pursuant to Section 1.4, or (ii) Section 10.1(c)(y), then Investor shall pay Seller an amount equal to $45 million (the “Termination Fee”) provided, that notwithstanding anything to the contrary set forth herein, Investor shall not be required to pay the Termination Fee with respect to the foregoing clause (ii), if the Financing was not available as a result of the failure of the representations and warranties of Seller set forth in clauses (ii), (iii) and (iv) of the last sentence of Section 2.5(a) to be true and correct in all respects (subject to the disclosures set forth in Schedule 2.5). (c) In the event the Termination Fee is payable, such fee will be paid to Seller by Investor in immediately available funds within three Business Days after the date of termination of this Agreement. Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the Termination Fee or expanding the circumstances in which the Termination Fee is to be paid, it is agreed that the Termination Fee is liquidated damages, and not a penalty, and the payment of the Termination Fee in the circumstances specified herein is supported by due and sufficient consideration. While Seller may pursue both a grant of specific performance under Section 10.3(b) and the payment of the Termination Fee under this Section 10.2(c), under no circumstances shall Seller, prior to the Closing, be permitted or entitled to receive both a grant of specific performance which would result in consummation of the Closing and monetary damages in connection with this Agreement or any termination of this Agreement, including all or any portion of the Termination Fee. (d) Seller and Investor acknowledge and agree that the agreements contained in this Section 10.2 are an integral part of the transactions contemplated hereby, and that without these agreements, the parties would not have entered into this Agreement. (e) Notwithstanding anything to the contrary in this Agreement, if Investor fails to effect the Closing when required by Section 1.4 for any or no reason or otherwise prior to the Closing breaches this Agreement or fails to perform hereunder (in any case, whether willfully, intentionally, unintentionally or otherwise), then, (i) except for the right of Seller to seek an injunction, specific performance or other equitable relief as and only to the extent expressly permitted by Section 10.3(b) and except for the right of Seller to bring a Pre-Closing Damages Proceeding pursuant to the provisions third sentence of this Section 8.1(d10.2(e), Seller’s and Seller Parent’s sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against any of the Investor Parties for any pre-Closing breach, loss or damage shall be to terminate this Agreement as provided in Section 10.1(c)(x) or 10.1(c)(y), and receive payment of the Termination Fee, in each case to the extent provided by Section 10.2(b), or with respect to the obligation to pay the Termination Fee, the Guarantee, as applicable and (ii) upon payment of the Termination Fee, as provided in the immediately foregoing clause (i), none of the Investor Parties will have any liability to Seller or any other Person, whether at Law or equity, in contract in tort or otherwise arising from or in connection with pre-Closing breaches by the Company pursuant to the provisions Investor of Section 8.1(c) its representations, warranties, covenants and agreements contained in this Agreement or (iii) by either Parent arising from any claim or the Company pursuant to the provisions cause of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination action that the Company or any of its Subsidiaries enters into Affiliates may have relating to pre-Closing matters under this Agreement, including for a definitive agreement with respect breach of Section 1.4 hereof, and no Person will have any rights or claims against any of the Investor Parties relating to any Company Takeover Proposal such matters. Seller agrees to cause any Proceeding pending in connection with this Agreement or any of the transactions contemplated by hereby (including any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B)Proceeding related to the Financing, the term Equity Financing Commitments, the Debt Financing Commitment or the Guarantee) by Seller or any of its Affiliates and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders or Affiliates (collectively, the “Company Takeover Proposal” shall have Seller Parties”) against any of the meaning set forth Investor Parties to be dismissed with prejudice promptly after payment of the Termination Fee. Notwithstanding clause (i) of the second preceding sentence, the parties agree that in the definition of Company Takeover Proposal except event that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) Seller has terminated this Agreement pursuant to Section 10.1(c)(x) because of the willful and intentional failure by Investor to perform any of its covenants contained in the case of clause (i), within two business days after such terminationthis Agreement, (y) in the case of clause (ii), prior to or concurrently with such termination, Termination Fee is not payable and (z) in the case of clause (iii)Seller has sought an injunction, upon the earlier of entering into such definitive agreement specific performance and/or other equitable relief with respect to the acts or omissions that gave rise to Seller’s ability to terminate this Agreement pursuant to Section 10.1(c)(x) as contemplated by clause (x) of this sentence and such injunction, specific performance and/or other equitable relief was determined by a Company Takeover Proposal court of competent jurisdiction to not be available, then Seller shall be entitled to seek monetary damages against Investor and/or under the Guarantee with respect to the acts or consummation omissions that gave rise to Seller’s ability to terminate this Agreement pursuant to Section 10.1(c)(x) as contemplated by clause (x) of this sentence (a “Pre-Closing Damages Proceeding”); provided, that the monetary damages payable by Investor and Guarantor under all Pre-Closing Damages Proceedings shall not to exceed, in the aggregate, the amount of the Termination Fee. In no event shall any of the Seller Parties seek or permit to be sought on behalf of any Seller Party any damages from, or otherwise bring any Proceeding against, any of the Investor Parties in connection with pre-Closing breaches of this Agreement or any of the pre-Closing transactions contemplated hereby (including any Proceeding related to the Financing, the Equity Financing Commitments, the Debt Financing Commitment or the Guarantee), other than a Pre-Closing Damages Proceeding, when permitted and to the extent set forth in this Section 10.2(e), or a Proceeding to recover payment of the Termination Fee when permitted and to the extent set forth in Section 10.2(b) or for specific performance solely under the circumstances and as specifically set forth in Section 10.3(b). In no event shall Seller be entitled to seek the remedy of specific performance of this Agreement other than solely under the circumstances and as specifically set forth in Section 10.3(b). Nothing in this Section 10.2(d) shall in any way expand or be deemed or construed to expand the circumstances in which Investor or any other Investor Party may be liable under this Agreement or any of the transactions contemplated by a Company Takeover Proposal hereby (unless including the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such terminationFinancing). Table of Contents. (cf) The Company acknowledges parties acknowledge and agree that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails no event will Investor be required to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest Termination Fee on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionmore than one occasion.

Effect of Termination. (a) If any Party terminates this Agreement is terminated pursuant to Section 8.19.1, all rights and obligations of the Parties hereunder will terminate upon such termination and will become null and void (except that Article I (Definitions), Section 3.30 (Disclaimer of Other Representations and Warranties), Section 5.8(c) (Access; No Contact; Confidentiality), Section 6.11 (Acknowledgements), Article X (Miscellaneous) and this Agreement shall become void Section 9.2 (Effect of Termination) will survive any such termination) and of no effect with no liability on the part of Party will have any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) Liability to the other party heretoParty hereunder; provided, however, that if nothing in this Section 9.2 will relieve any Party from Liability for any breach occurring prior to any such termination shall result from the (i) failure of either party to fulfill a condition to the performance any of the obligations of the other party to the extent required by representations and warranties or covenants set forth in this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If this Agreement is terminated for the failure to satisfy the condition to Buyer’s obligation to consummate the transactions contemplated hereby set forth in Section 7.1(c) or the condition to Sellers’ obligation to consummate the transactions contemplated hereby set forth in Section 7.2(c), and such failure has not resulted from Sellers’ or Buyer’s breach, respectively, hereof (iin which event Section 9.2(a) by Parent above shall apply), then Buyer will pay Sellers the Termination Fee in Cash. In the event that Sellers will receive payment of the Termination Fee pursuant to the provisions of this Section 8.1(d9.2(b), (ii) by Sellers agree that the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary receipt of such termination payment will be deemed to be liquidated damages for and will constitute full payment to and the Company sole and exclusive remedy (whether at law, in equity, in contract, in tort or any otherwise) of its Subsidiaries enters into a definitive agreement Sellers and will be considered as an irrevocable settlement (“dading”) in the meaning of Article 2044 et seq. of the Belgian Civil Code that is full and final (“voor slot van alle rekeningen”) between the Parties with respect to any Company Takeover Proposal and all losses or damages suffered or incurred by Sellers in connection with this Agreement (and the termination hereof), the transactions contemplated by hereby or any Company Takeover Proposal are consummated (provided that solely matter forming the basis for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and Sellers will not be entitled to bring or maintain any claim, action or proceeding against Buyer arising out of or in connection with this Agreement (z) in and the case of clause (iiitermination hereof), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation any of the transactions contemplated by a Company Takeover Proposal (unless hereby or any matters forming the transactions contemplated by such Takeover Proposal were consummated prior to basis for such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either International or Compass as provided in Section 8.1, this Agreement shall forthwith become void and of have no effect with no effect, without any liability or obligation on the part of any party (or any stockholderthe parties hereto, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that than the provisions of Section 3.194.2(i), Section 6.64.3(g), Section 5.1(p), Section 6.1, this Section 8.28.2 and Sections 9.2 through 9.8 and except to the extent that such termination results from the willful and material breach by a party of any of its representations, Article IX and Article X hereof and warranties, covenants or agreements set forth in this Agreement, the provisions of the Confidentiality Agreement shall survive such terminationAncillary Agreements, or any agreement contemplated hereby or thereby. (b) If the transactions contemplated by this Agreement is are terminated as provided herein: (i) by Parent pursuant Compass shall return all documents and other material received from International or its representatives relating to the provisions of Section 8.1(d)transactions contemplated hereby, whether so obtained before or after the execution hereof, to International; and (ii) all confidential information received by Compass with respect to the Company businesses of International shall be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement. (c) In the event that: (i) Compass terminates this Agreement pursuant to the provisions of Section 8.1(c) ), or (iiiii) by either Parent or the Company International terminates this Agreement pursuant to Section 8.1(d) and, at the provisions time of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal there shall have been made a proposal relating to the Company a Third Party Acquisition that has become public and, within 12 months following such termination, International or its stockholders or a Company Takeover Proposal Daka shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters enter into a definitive agreement with respect to (X) the sale of the Foodservice Business, (Y) the sale of substantially all of the assets of International or Daka, or (Z) the merger of International or Daka with or into any Company Takeover Proposal other entity, or the transactions contemplated by International or Daka shall recommend any Company Takeover Proposal are consummated other Third Party Acquisition to its stockholders, then International or Daka shall promptly pay to Compass (provided that solely for purposes of this Section 8.2(b)(iii)(B), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by ParentCompass for this purpose) in immediately available funds (x) in an amount equal to the case sum of clause (i), within two business days after such termination, (y) in the case of clause $5,800,000 and (ii)) notwithstanding the provisions of Section 6.4, prior the fees and expenses actually incurred by Compass in connection with the negotiation and preparation of this Agreement and the Ancillary Agreements to or concurrently with such terminationwhich Compass is a party, the performance of Compass' covenants herein and therein, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by hereby and thereby, including, without limitation, all fees and disbursements of Compass' financial advisors, legal counsel, accountants and other advisors, up to a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior maximum of an additional $2,000,000, provided, however, that in no event shall International or Daka collectively be required to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part pay either of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate amounts set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding this Section 8.2(c) (i) or other action(ii) more than once.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to Section 8.17.1 hereof, this Agreement shall become void forthwith be terminated and of have no further effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, except that the provisions last sentence of Section 3.191.2(b), Section 6.65.2(b), this Section 8.2, Article IX 7.2 and Article X hereof and the provisions of the Confidentiality Agreement VIII shall survive such terminationtermination of this Agreement; provided that nothing herein shall relieve any party from liability for any intentional and material breach hereof. (b) If Parent or Buyer exercises its right to terminate this Agreement under Section 7.1(d), then the Company shall within three business days of such termination pay to Parent $12,500,000 in immediately available funds (the “Termination Fee”). (c) In the event that (i)(x) an Acquisition Proposal has been proposed by any person (other than Parent and Buyer or any of their respective affiliates) or any person has announced its intention (whether or not conditional) to make an Acquisition Proposal or an Acquisition Proposal or such intention has otherwise become known to the Company’s directors or officers, or its stockholders generally and (y) thereafter this Agreement is terminated (i) by either the Company, Parent or Buyer pursuant to the provisions of Section 8.1(d7.1(c), 7.1(e) or 7.1(f), and (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to within 12 months after such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination this Agreement, the Company or any of its Subsidiaries enters into a any definitive agreement with respect providing for an Acquisition Proposal, or an Acquisition Proposal is consummated, then the Company shall pay Parent the Termination Fee upon the first to any Company Takeover Proposal or occur of the transactions contemplated by any Company Takeover Proposal are consummated events described in clause (provided that solely for ii) of this sentence. For purposes of this Section 8.2(b)(iii)(B7.2(c), the term “Company Takeover Proposal” shall have the meaning set forth references to 20% in the definition of Company Takeover Proposal except that all “Acquisition Proposal” as such term relates to an Alternative Transaction will be deemed to be references to 20% 50%. (d) If (i) Parent, Buyer or the Company exercises its right to terminate this Agreement under Section 7.1(c) and (ii) the Minimum Tender Condition is not satisfied at the time of such termination, then the Company shall be deemed references within three business days of such termination, pay to 35%)Parent the Termination Fee. (e) Notwithstanding anything to the contrary set forth in this Agreement, if the Company fails promptly to pay to Parent any amounts due under this Section 7.2, the Company shall pay Parent a fee equal to $12,850,000 by wire transfer the costs and expenses (to an account designated by Parentincluding reasonable legal fees and expenses) in immediately available funds (x) in connection with any action, including the case filing of clause (i)any lawsuit or other legal action, within two business days after such terminationtaken to collect payment, (y) in the case of clause (ii), prior to or concurrently together with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable interest on the date amount of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent unpaid fee or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment obligation at the publicly announced prime rate set forth in the Wall Street Journal of Citibank, N.A. in effect on from time to time from the date such payment fee or obligation was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionpaid.

Effect of Termination. (a) If In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1, written notice thereof shall be given to the other party or parties, specifying the provisions hereof pursuant to which such termination is made and the basis therefor described in reasonable detail, and this Agreement shall become void and there shall be no liability or obligation on the part of the Parent, Merger Sub or the Company or their respective Subsidiaries, officers or directors, except that (i) Section 5.2(b), Section 5.7, this Section 7.2 and Article 8 shall survive such termination and (ii) nothing herein shall relieve any party from liabilities or damages incurred or suffered as a result of a Willful and Material Breach by the Company, on the one hand, or the Parent or Merger Sub, on the other hand, of any of their respective representations, warranties, covenants or other agreements set forth in this Agreement; provided, that the Parent and Merger Sub shall not be relieved of any liability or damages resulting from termination of this Agreement by the Company as a result of a breach of Section 4.8 (Sufficient Funds) or the obligations of the Parent and Merger Sub to effect the Merger upon the terms and subject to the conditions set forth in this Agreement (provided, that the foregoing proviso shall only apply in circumstances in which the Company has sought specific performance of Parent and Merger Sub’s obligation to effect the Merger (as contemplated by Section 8.14), but such remedy was not available or granted in connection with such breach). (b) The parties hereto agree that if this Agreement is terminated by Parent pursuant to Section 7.1(e) or the Company pursuant to Section 7.1(f), then the Company shall pay to the Parent prior to or concurrently with such termination, in the case of a termination by the Company, or within two Business Days thereafter, in the case of a termination by the Parent, a termination fee equal to $57,500,000 (the “Company Termination Fee”). (c) The parties hereto agree that if (x) this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and of no effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party7.1(b) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such the failure or breach; providedfurtherto obtain the Company Stockholder Approval, however, that (y) after the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X date hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a date of the Company Takeover Meeting, an Acquisition Proposal shall have been is made to the Company or its stockholders or a the Company Takeover Proposal shall have otherwise become publicly known Board and not withdrawn at least 10 days before the date such meeting is held (taking into account adjournments) (the “Subject Acquisition Proposal”) and (Bz) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries Company Subsidiary enters into a definitive agreement with respect to any Company Takeover an Acquisition Proposal or an Acquisition Proposal is consummated, in either such case within 12 months after such termination, then the Company shall pay, (i) $10,000,000 as reimbursement of Parent’s expenses in connection with the negotiation and execution of this Agreement, and pursuit of the transactions contemplated by any hereby (the “Expense Reimbursement”) to the Parent, no later than two Business Days after entry into a definitive agreement with respect to such an Acquisition Proposal and (ii) the Company Takeover Termination Fee to the Parent, no later than two Business Days after the consummation of such an Acquisition Proposal are consummated (provided or, if earlier and Parent has terminated this Agreement pursuant to Section 7.1(b) and the Company enters into a definitive agreement with the Person that solely for made the Subject Acquisition Proposal, the 12 month anniversary of the date of the termination of this Agreement. For purposes of this Section 8.2(b)(iii)(B7.2(c), the term “Company Takeover Acquisition Proposal” shall have the meaning set forth assigned to such term in the definition of Company Takeover Proposal Section 8.4, except that all the references to 20% “25%” shall be deemed to be references to 3550.01%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer . (to an account designated by Parentd) in immediately available funds The parties hereto agree that if this Agreement is (x) in the case terminated pursuant to Section 7.1(g) other than for a breach of clause (i), within two business days after such terminationSection 5.3, (y) in the case breach by the Company giving rise to Parent’s termination right under Section 7.1(g) occurred on or after the date that an Acquisition Proposal is made to the Company or publicly to the stockholders of clause (ii), prior to or concurrently with such termination, the Company and (z) in the case of clause (iii), upon the earlier of entering Company or any Company Subsidiary enters into such a definitive agreement with respect to a Company Takeover an Acquisition Proposal or consummation of the transactions contemplated by a Company Takeover an Acquisition Proposal (unless the transactions contemplated by is consummated, in either such Takeover Proposal were consummated prior to case within 12 months after such termination, in which casethen the Company shall pay (i) the Expense Reimbursement to the Parent no later than two Business Days after entry into a definitive agreement with respect to such an Acquisition Proposal and (ii) the Company Termination Fee to the Parent, no later than two Business Days after the consummation of such fee shall be payable on an Acquisition Proposal or, if earlier and Parent has terminated this Agreement pursuant to Section 7.1(g) as the result of a Willful and Material Breach, the 12 month anniversary of the date of the termination of this Agreement. For purposes of this Section 7.2(d), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 8.4, except that the references to “25%” shall be deemed to be references to 50.01%. (e) The parties hereto agree that if (x) this Agreement is terminated by Parent pursuant to Section 7.1(g) as a result of a breach of Section 5.3, and (y) the Company or any Company Subsidiary enters into a definitive agreement with respect to an Acquisition Proposal or an Acquisition Proposal is consummated, in either such case within 12 months after such termination, then the Company shall pay (i) the Expense Reimbursement to the Parent, no later than two business days following entry into a definitive agreement with respect to such an Acquisition Proposal and (ii) the Company Termination Fee to the Parent, no later than two Business Days after the consummation of such an Acquisition Proposal or, if earlier and Parent has terminated this Agreement pursuant to Section 7.1(g) as the result of a Willful and Material Breach of Section 5.3, the 12 month anniversary of the date of the termination of this Agreement. For purposes of this Section 7.2(e). Table of Contents, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 8.4, except that the references to “25%” shall be deemed to be references to 50.01%. (cf) To the extent a Company Termination Fee becomes payable, any Expense Reimbursement previously paid shall be deducted from the Company Termination Fee. (g) The parties hereto agree that if this Agreement is terminated by Parent or the Company pursuant to (x) Section 7.1(d), but only in the event that (i) one or more of the conditions set forth in Section 6.1(b) or 6.1(c) has not been satisfied (but only, in the case of Section 6.1(b), if the failure to meet such condition is a result of the HSR Act or the Competition Law approvals identified in Section 4.4 of the Parent Disclosure Schedule and the Company is not otherwise in Willful and Material Breach of Section 5.5 of this Agreement) and (ii) all of the other conditions set forth in Article 6 have been satisfied or waived (other than conditions that by their nature can only be satisfied on the Closing Date) or (y) Section 7.1(c) (but only if such Order arises under the HSR Act or other Competition Laws and the Company is not otherwise in Willful and Material Breach of Section 5.5 of this Agreement), then within two Business Days after such termination, Parent shall pay, or cause to be paid, to the Company a fee of $115,000,000 in cash (the “Parent Termination Fee”). (h) Any payment of the Company Termination Fee or the Expense Reimbursement shall be made by wire transfer of immediately available funds to an account designated in writing by Parent. Any payment of the Parent Termination Fee shall be made by wire transfer of immediately available funds to an account designated in writing by the Company. (i) Each of the parties acknowledges that the agreements contained in this Section 8.2(b) 7.2 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, that without these agreements, Parent and the Parent, Merger Sub and the Company would not enter into this Agreement; accordingly. For the avoidance of doubt, if in no event shall the Company fails be required to pay the Company Termination Fee on more than one occasion and in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (j) In circumstances where the Company Termination Fee or the Parent Termination Fee is payable in accordance with Sections 7.2(b), 7.2(c), 7.2(d), 7.2(e) or 7.2(g), Parent’s receipt of the Company Termination Fee (if received) from or on behalf of the Company or the Company’s Receipt of the Parent Termination Fee (if received) shall be the Parent’s and Merger Sub’s sole and exclusive remedy (in the case of a timely manner Company Termination Fee) and the Company’s sole and exclusive remedy (in the case of a Parent Termination Fee) (whether based in contract, tort or strict liability, by the enforcement of any amount due pursuant to Section 8.2(bassessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Companyother party and its Subsidiaries and any of their respective former, current or future direct or indirect equity holders, general or limited partners, controlling persons, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees for all losses and damages suffered as a result of the Company shall pay failure of the Merger or the other transactions contemplated by this Agreement to Parent interest on such amount from be consummated, for any breach or failure to perform hereunder or otherwise, and including the date upon payment of such amount was due amount, no such Person shall have any further liability or obligation relating to but excluding or arising out of this Agreement or the date of actual payment at the prime rate set forth transactions contemplated hereby, except in each case, in the Wall Street Journal event of a Willful and Material Breach as provided in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actionSection 7.2(a).

Effect of Termination. (a) If In the event of termination of this Agreement is terminated and the abandonment of the Merger pursuant to Section 8.1this Article VIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party heretoits Representatives); provided, however, and notwithstanding anything in the foregoing to the contrary, that if (i) except as otherwise provided herein, no such termination shall result from the (i) failure of either relieve any party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved hereto of any liability for damages to the other party as a result hereto resulting from willful and intentional breach of such failure or breach; providedfurther, however, that this Agreement and (ii) the provisions of set forth in this Section 3.198.5, Section 6.6, this Section 8.2, 8.6 and Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive the termination of this Agreement. For purposes of this Agreement, “willful and intentional breach” shall mean a material breach that is a consequence of an omission by, or act undertaken by or caused by, the breaching party with the actual knowledge that the omission or taking or causing of such terminationact would, or would reasonably be expected to, cause a breach of this Agreement. (b) If In the event that: (i) (x) (1) before obtaining the Company Stockholder Approval, this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date8.2(a) or Section 8.1(b)(iii8.4(e) and (A) any Person shall have made and publicly disclosed a bona fide Takeover Proposal after the date of this Agreement but prior to such termination, and such Takeover Proposal shall not have been publicly withdrawn prior to such termination or (2) this Agreement is terminated pursuant to Section 8.4(b) and any Person shall have made and publicly disclosed a Company bona fide Takeover Proposal shall have been made after the date of this Agreement but prior to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known such termination and (By) at any time on or prior to the 12 month anniversary within twelve months of such termination the Company or any of its Subsidiaries enters shall have entered into a definitive agreement with respect to any Company such Takeover Proposal and such Takeover Proposal or the transactions contemplated by any Company a Takeover Proposal are resulting from such initial Takeover Proposal is consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B), clause (y) the term references to “Company 20%” in the definition of “Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal except that all be deemed to be references to 20% shall be deemed references “50%”); (ii) this Agreement is terminated by Parent pursuant to 35%Section 8.4(a), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(bor (d); or (iii) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if Agreement is terminated by the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.8.3(a),

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to as provided in Section 8.1, written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement shall forthwith become null and void (other than Section 4.17, Section 5.15, Section 6.7, this Section 8.2, Section 8.3, Article I, and Article IX, all of no effect with which shall survive termination of this Agreement), and, except as otherwise provided in this Section 8.2, there shall be no liability on the part of any party (of Parent, Holdings, Merger Sub, the Partnership or any stockholderthe General Partner or their respective Representatives, directordirectors, officer, employee, agent, consultant or representative of such party) to the other party heretoofficers and Affiliates; provided, however, that if no such termination shall result relieve any party hereto from (a) its obligation to pay the Parent Expense Reimbursement or the Partnership Expense Reimbursement, as applicable, if, as and when required pursuant to Section 8.3, (ib) any liability for any failure of either party to fulfill a condition to consummate the performance of the obligations of Merger and the other party transactions contemplated by this Agreement when required pursuant to the extent required by this Agreement or (iic) failure of either party to perform an agreement any liability for intentional fraud or covenant hereof, such party shall not be relieved a Willful Breach of any covenant or other agreement contained in this Agreement. Notwithstanding the foregoing, in no event shall the General Partner or the Partnership have any liability to for any matter set forth in the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions proviso of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated preceding sentence or any further liability or obligation relating to or arising out of (i) by Parent pursuant to this Agreement or the provisions of Section 8.1(d)transactions contemplated hereby, (ii) by the Company pursuant failure of the Merger or the other transactions contemplated hereby to the provisions of Section 8.1(c) be consummated or (iii) by either Parent any breach (or the Company pursuant threatened or alleged breach) of, or failure (or threatened or alleged failure) to the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company perform under, this Agreement or any of its Subsidiaries enters into a definitive agreement with respect the other documents delivered herewith or executed in connection herewith or otherwise, in each case, whether in contract or in tort or any other theory of liability whatsoever, for any action taken or omitted to any Company Takeover Proposal or be taken by the transactions contemplated by any Company Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(iii)(B)General Partner, the term “Company Takeover Proposal” shall have the meaning set forth in the definition Partnership, any of Company Takeover Proposal except that all references to 20% shall be deemed references to 35%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case their respective Subsidiaries or any of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment their respective Representatives at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%direction of Parent, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action.any of its

Effect of Termination. (a) If Any termination of this Agreement is terminated by Parent pursuant to this Article VIII shall also constitute an effective termination by Purchaser. (b) Except as provided in Section 8.18.5(c), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than Section 6.2(b) and Articles VIII and IX) shall become void and of no effect with no liability on the part of any party (or of any stockholderof its directors, directorofficers, officeremployees, employeeagents, agent, consultant legal and financial advisors or representative of such party) to the other party heretorepresentatives); provided, however, that if no such termination shall result relieve any Person of any liability or damages resulting from a knowing or intentional breach of this Agreement. (c) In the event that: (i) failure of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c8.3(b) or by Parent pursuant to Section 8.4(b); or (iiiii) this Agreement is terminated by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i8.3(a)(ii) (but only if the Stockholder Approval has not been obtained prior unless Purchaser’s failure to have accepted for payment and paid for Shares pursuant to the Offer on or before the Outside Date) Date directly and materially resulted from or Section 8.1(b)(iii) was directly and materially caused by Parent’s or Purchaser’s failure to perform, in any material respect, any of their respective obligations under this Agreement), and (A) prior to such termination a Company Takeover Proposal shall have been made to the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or after the date hereof and prior to such termination a third party shall have made an Acquisition Proposal (whether or not conditional) to the 12 month anniversary Company Board or the Company or shall have publicly announced an Acquisition Proposal and, in each case, not irrevocably withdrawn such Acquisition Proposal or announcement, or any third party shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal which intention has not been irrevocably withdrawn, and (B) any transaction specified in the definition of “Acquisition Proposal” is consummated with such third party or any other third party within twelve (12) months after the date of such termination or pursuant to any agreement for an Acquisition Proposal entered into within twelve (12) months after the date of such termination (or any amendment or substitute agreement); or (iii) this Agreement is terminated by Parent pursuant to Section 8.4(a) as a result of either (x) a failure of the Offer Condition set forth in Paragraph 2(d) of Exhibit A to be satisfied, or (y) a failure of the Offer Condition set forth in Paragraph 1(a) of Exhibit A to be satisfied at the expiration of the Offer in connection with which Parent has so terminated this Agreement, and in the case of clause (x) or (y), (A) at any time on or after the date hereof and prior to such termination a third party shall have made an Acquisition Proposal (whether or not conditional) to the Company Board or the Company or shall have publicly announced an Acquisition Proposal and, in each case, not irrevocably withdrawn such Acquisition Proposal or such announcement, or such third party shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal which intention has not been irrevocably withdrawn, and (B) any transaction specified in the definition of its Subsidiaries enters into a definitive agreement “Acquisition Proposal” is consummated with respect such third party or any other third party within twelve (12) months after the date of such termination or pursuant to any agreement for an Acquisition Proposal entered into within twelve (12) months after the date of such termination (or any amendment or substitute agreement); then in any such case, the Company Takeover Proposal or shall (x) reimburse Parent’s and Purchaser’s reasonable out-of-pocket costs and expenses (including fees and expenses of counsel and any fees allocated to Parent pursuant to Section 8.6), not to exceed $500,000 in the aggregate, incurred in connection with this Agreement and the transactions contemplated hereby and (y) pay Parent a termination fee of $3,000,000, in each case by any wire transfer of immediately available funds to the account or accounts designated by Parent. Such reimbursement and payment shall be made (1) concurrently with such termination in the case of a termination by the Company Takeover Proposal are consummated pursuant to Section 8.3(b), (provided that solely for 2) on the first (1st) Business Day following the date of such termination in the case of a termination by Parent pursuant to Section 8.4(b), (3) on the first (1st) Business Day after the first to occur of the events referred to in clause (B) of Section 8.5(c)(ii) in the case of a termination fee payable pursuant to Section 8.5(c)(ii), and (4) on the first (1st) Business Day after the first to occur of the events referred to in clause (B) of Section 8.5(c)(iii) in the case of a termination fee payable pursuant to Section 8.5(c)(iii). For the avoidance of doubt, the Company shall not be required to pay a termination fee more than once or pursuant to more than one clause of this Section 8.5(c). For purposes of this Section 8.2(b)(iii)(B8.5(c), the term “Company Takeover Acquisition Proposal” shall have the meaning set forth ascribed thereto in Section 6.3(h) except that references in the definition of Company Takeover Proposal except that all references to 20% “ten percent (10%)” shall be deemed references to 35replaced by “fifty percent (50%), the Company shall pay Parent a fee equal to $12,850,000 by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents”. (cd) The Company acknowledges that the agreements contained in Section 8.2(b8.5(c) are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub or Purchaser would not enter have entered into this Agreement; accordingly, if the Company fails to promptly pay in a timely manner any amount due pursuant to Section 8.2(b) 8.5(c), as applicable, and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that which results in a judgment against the Companyin favor of Parent for any amount set forth in this Section 8.5, the Company shall pay to Parent any costs and expenses (including attorneys’ fees) in connection with such suit, together with interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment termination of the Agreement on the amounts owed at the prime rate set forth in the Wall Street Journal of Citibank N.A. in effect on the date from time to time during such payment was required to be made period plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other actiontwo percent.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Parent or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on Parent, the part Company, any of their respective Subsidiaries or any of the officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any stockholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure Sections 6.2(b) and this Section 8.2 and Article IX shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or Agreement, and (ii) failure of either party notwithstanding anything to perform an agreement or covenant hereofthe contrary contained in this Agreement, such party neither Parent nor the Company shall not be relieved or released from any liabilities or damages arising out of its willful and material breach of any liability provision of this Agreement occurring prior to termination (which, in the case of the Company, shall include the loss to the other party as a result holders of such failure or breach; providedfurtherCompany Common Stock and Company Equity Awards of the economic benefits of the Merger, howeverincluding the loss of the premium offered to the holders of Company Common Stock and Company Equity Awards, it being understood that the provisions Company shall be entitled to pursue damages for such losses and to enforce the right to recover such losses on behalf of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof its shareholders and the provisions holders of Company Equity Awards in its sole and absolute discretion, and any amounts received by the Confidentiality Agreement shall survive such terminationCompany in connection therewith may be retained by the Company). (bi) If In the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management of the Company or has been made directly to its stockholders generally or any person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to the Company and (A) thereafter this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to Section 8.1(c) without the provisions of Section 8.1(b)(i) (but only if the Stockholder Approval has not Requisite Company Vote having been obtained (and all other conditions set forth in Sections 7.1 and 7.3 had been satisfied or were capable of being satisfied prior to such termination) or (B) thereafter this Agreement is terminated by Parent pursuant to Section 8.1(d) as a result of a willful breach, and (C) prior to the Outside Datedate that is twelve (12) or Section 8.1(b)(iii) and (A) prior to months after the date of such termination a Company Takeover Proposal shall have been made to termination, the Company or its stockholders or a Company Takeover Proposal shall have otherwise become publicly known and (B) at any time on or prior to the 12 month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement or consummates a transaction with respect to any an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then the Company Takeover Proposal or shall, on the transactions contemplated earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Parent, by any Company Takeover Proposal are consummated wire transfer of same day funds, a fee equal to $69,500,000 (provided the “Termination Fee”); provided, that solely for purposes of this Section 8.2(b)(iii)(B8.2(b), the term “Company Takeover Proposal” shall have the meaning set forth all references in the definition of Company Takeover Acquisition Proposal except to “25%” shall instead refer to “50%”. (ii) In the event that all references this Agreement is terminated by Parent pursuant to 20% shall be deemed references to 35%Section 8.1(f), then the Company shall pay Parent a fee equal to $12,850,000 Parent, by wire transfer (to an account designated by Parent) in immediately available funds (x) in of same day funds, the case of clause (i), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable Termination Fee on the date of such termination). Table of Contents. (c) The In the event that this Agreement is terminated by the Company pursuant to Section 8.1(e), then Parent shall pay the Company, by wire transfer of same day funds, the Termination Fee on the date of termination. (d) Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages arising out of the other party’s fraud or willful and material breach of any provision of this Agreement, in the event that this Agreement is terminated as provided in Section 8.1, the maximum aggregate amount of monetary fees, liabilities or damages payable by a single party under this Agreement shall be equal to the Termination Fee, and neither the Company nor Parent shall be required to pay the Termination Fee on more than one occasion. (e) Each of Parent and the Company acknowledges that the agreements contained in this Section 8.2(b) 8.2 are an integral part of the Transactionstransactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub the other party would not enter into this Agreement; accordingly, if Parent or the Company fails promptly to pay in a timely manner any the amount due pursuant to this Section 8.2(b) 8.2, and, in order to obtain such payment, Parent or Merger Sub the other party commences a claim, action, suit or other proceeding that which results in a judgment against the non-paying party for the Termination Fee, such non-paying party shall pay the costs and expenses of the other party (including reasonable attorneys’ fees and expenses) in connection with such suit. In addition, if Parent or the Company, as the Company case may be, fails to pay the amounts payable pursuant to this Section 8.2, then such party shall pay to Parent interest on such amount from and including overdue amounts (for the period commencing as of the date payment of that such overdue amount was due originally required to but excluding be paid and ending on the date of actual payment that such overdue amount is actually paid in full) at a rate per annum equal to the “prime rate set forth in the Wall Street Journal rate” (as announced by JPMorgan Chase & Co. or any successor thereto) in effect on the date on which such payment was required to be made plus 1%for the period commencing as of the date that such overdue amount was originally required to be paid. The amounts payable by Parent and the Company, together with reasonable legal fees as applicable, pursuant to Section 8.2(b) constitute liquidated damages and expenses incurred not a penalty, and, except in connection with the case of fraud or willful and material breach of this Agreement, shall be the sole monetary remedy of the Company and Parent, as applicable, in the event of a termination of this Agreement specified in such claim, suit, proceeding or other actionsection.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Parent or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on Parent, Company, Merger Sub, any of their respective Subsidiaries or any of the part officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any stockholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure Section 6.4(b), this Section 8.2 and Article IX shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party to the extent required by this Agreement or Agreement, and (ii) failure of either party notwithstanding anything to perform an agreement or covenant hereofthe contrary contained in this Agreement, such party neither Parent nor the Company shall not be relieved or released from any liabilities or damages arising out of its willful and material breach of any liability to the other party as a result provision of such failure or breach; providedfurther, however, that the provisions of Section 3.19, Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If (i) In the event that (A) this Agreement is terminated (i) by Parent pursuant to the provisions of Section 8.1(d), (ii) by the Company pursuant to the provisions of Section 8.1(c) or (iii) by either Parent or the Company pursuant to Section 8.1(c), or by Parent pursuant to Section 8.1(d) as a result of a material breach of covenant by the provisions of Section 8.1(b)(iCompany, and (B) (but only if the Stockholder Approval has not been obtained prior to the Outside Date) or Section 8.1(b)(iii) and (A) prior to date of such termination a Company Takeover termination, an Acquisition Proposal shall have been made known to senior management of the Company or its stockholders or a Company Takeover Proposal shall have otherwise become been made publicly known or any person shall have publicly announced an Acquisition Proposal and (BC) at any time on or prior to within twelve (12) months of the 12 month anniversary date of such termination termination, the Company or any of its Subsidiaries enters into a definitive agreement or consummates a transaction with respect to any an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to in clause (B) of this Section 8.2(b)(i)), then the Company Takeover Proposal or shall, on the transactions contemplated earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Parent, by any Company Takeover Proposal are consummated wire transfer of same day funds, a fee equal to $17.8 million (provided the “Termination Fee”); provided, that solely for purposes of this Section 8.2(b)(iii)(B8.2(b), the term “Company Takeover Proposal” shall have the meaning set forth all references in the definition of Company Takeover Acquisition Proposal except that all references to “twenty (20% shall be deemed references to 35%), the Company ” shall pay Parent a fee equal instead refer to $12,850,000 by wire transfer “fifty (to an account designated by Parent) in immediately available funds (x) in the case of clause (i50%), within two business days after such termination, (y) in the case of clause (ii), prior to or concurrently with such termination, and (z) in the case of clause (iii), upon the earlier of entering into such definitive agreement with respect to a Company Takeover Proposal or consummation of the transactions contemplated by a Company Takeover Proposal (unless the transactions contemplated by such Takeover Proposal were consummated prior to such termination, in which case, such fee shall be payable on the date of such termination). Table of Contents (c) The Company acknowledges that the agreements contained in Section 8.2(b) are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.2(b) and, in order to obtain such payment, Parent or Merger Sub commences a claim, action, suit or other proceeding that results in a judgment against the Company, the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 1%, together with reasonable legal fees and expenses incurred in connection with such claim, suit, proceeding or other action”.