Common use of Expenses and Termination Fees Clause in Contracts

Expenses and Termination Fees. (a) Subject to subsection (b) of this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated including, without limitation, filing fees and the fees and expenses of advisors, accountants, legal counsel and financial printers, shall be paid by the party incurring such expense. (b) In the event that this Agreement is terminated (i) by either Acquiror or Target pursuant to Section 7.1(c), (ii) by either Acquiror or Target pursuant to Section 7.1(b)(i) or (iii) and, prior to the time of the Special Meeting, Target shall have received an unsolicited proposal that constitutes a Superior Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal or offer, or (iii) by Acquiror pursuant to Section 7.1(d), due in whole or in part to any failure by Target to use its best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates to take any actions required to be taken hereby, and prior thereto Target shall have received an unsolicited proposal that constitutes a Superior Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal or offer, then Target shall reimburse Acquiror for all out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, legal counsel and financial printers), and, in addition, Target shall promptly pay to Acquiror the sum of $510,000.

Expenses and Termination Fees. (a) Subject to subsection subsections (b), (c), (d) and (e) of this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the fees and expenses of advisorsits advisers, accountants, accountants and legal counsel and financial printers, counsel) shall be paid by the party incurring such expense, except that expenses incurred in connection with printing the proxy materials and the Registration Statement, registration and filing fees incurred in connection with the Registration Statement, the proxy materials and the listing of additional shares pursuant to Section 5.12 (Listing of Additional Shares) and fees, costs and expenses associated with compliance with applicable state securities laws in connection with the Merger shall be shared equally by Target and Acquiror. (b) In the event that this Agreement is terminated (i) by Acquiror shall terminate this Agreement pursuant to Section 7.1(e) (Termination) or Target shall terminate this Agreement pursuant to Section 7.1(f) (Termination), (ii) Acquiror shall terminate this Agreement pursuant to Section 7.1(c)(ii) (Termination), (iii) either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1 (g)(ii) (Termination) following a failure of the shareholders of Target to Section 7.1(c), (ii) by either Acquiror or Target pursuant to Section 7.1(b)(i) or (iii) approve this Agreement and, prior to the time of the Special Meetingmeeting of Target's shareholders, Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of with respect to Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders Target Shareholders Meeting shall not have been (x) rejected by Target Target, or (yiv) withdrawn by the third party making such proposal or offer, or (iii) by Acquiror shall terminate this Agreement pursuant to Section 7.1(d7.1(c)(i) or (c)(iii) (Termination), due in whole or in part to any failure by Target to use its reasonable best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates affiliates to take any actions required to be taken hereby, and prior thereto Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of with respect to Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal or offerTarget, then Target shall reimburse Acquiror for all of the out-of-pocket costs and expenses up to an aggregate of $1,000,000 incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel), and, in addition to any other remedies Acquiror may have, Target shall pay to Acquiror the sum of $2,500,000 no later than two (2) business days thereafter. (c) In the event that (i) Acquiror shall terminate this Agreement pursuant to Section 7.1(c) (Termination) under circumstances not described in Section 7.3(b)(ii) or (b)(iv) (Expenses and Termination Fees) or (ii) Acquiror shall terminate this Agreement pursuant to Section 7.1(g)(ii) (Termination) under circumstances not described in Section 7.3(b)(iii) (Expenses and Termination Fees), Target shall promptly reimburse Acquiror for all of the out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, accountants and legal counsel and financial printerscounsel), ; and, in additionthe event (A) any Takeover Proposal or Trigger Event is consummated (as defined in Section 7.3(g) (Expenses and Termination Fees)) by or with any Person that made a Takeover Proposal prior to termination of this Agreement or that caused a Trigger Event prior to such termination, or any Affiliate of any such Person, within twelve months of the later of, or (B) any other Takeover Proposal or Trigger Event not described in clause (A) is consummated (as defined in Section 7.3(g) (Expenses and Termination Fees)) within six months of, the later of, (x) such termination of this Agreement and (y) the payment of the above described expenses, Target shall promptly pay to Acquiror the additional sum of $510,0002,500,000 (less any amounts paid by Target to Acquiror under Section 7.3(b) (Expenses and Termination Fees)) no later than two (2) business days thereafter. (d) In the event that Target shall terminate this Agreement pursuant to Section 7.1(d) (Termination), in addition to any other remedies Target may have, Acquiror shall promptly reimburse Target for all of the out-of-pocket costs and expenses up to an aggregate of $1,000,000 incurred by Target in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel). (e) As used herein, a "Trigger Event" shall occur if any Person (as that term is defined in Section 13(d) of the Exchange Act and the regulations promulgated thereunder) acquires securities representing 15% or more, or commences a tender or exchange offer following the successful consummation of which the offeror and its affiliate would beneficially own securities representing 15% or more, of the voting power of Target; provided, however, a Trigger Event shall not be deemed to include the acquisition by any Person of securities representing 15% or more of Target if such Person has acquired such securities not with the purpose nor with the effect of changing or influencing the control of Target, nor in connection with or as a participant in any transaction having such purpose or effect, including without limitation not in connection with such Person (i) making any public announcement with respect to the voting of such shares at any meeting to consider any merger, consolidation, sale of substantial assets or other business combination or extraordinary transaction involving Target, (ii) making, or in any way participating in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) to vote any voting securities of Target (including, without limitation, any such solicitation subject to Rule 14a-11 under the Exchange Act) or seeking to advise or influence any Person with respect to the voting of any voting securities of Target, directly or indirectly, relating to a merger or other business combination involving Target or the sale or transfer of a significant portion of assets (excluding the sale or disposition of assets in the ordinary course of business) of Target, (iii) forming, joining or in any way participating in any "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Target, directly or indirectly, relating to a merger or other business combination involving Target or the sale or transfer of a significant portion of assets (excluding the sale or disposition of assets in the ordinary course of business) of Target, or (iv) otherwise acting, alone or in concert with others, to seek control of Target or to seek to control or influence the management or policies of Target. (f) For purposes of this Agreement, "Takeover Proposal" means any bona fide indication of interest, proposal or offer from any person relating to any direct or indirect acquisition or purchase of more than 15% of the assets of Target and its Subsidiaries, taken as a whole, or more than 15% of the voting power of the Target Common Shares then outstanding or any merger, consolidation, business combination, share exchange, recapitalization, liquidation, dissolution or similar transaction involving Target, other than the transactions contemplated by this Agreement.

Expenses and Termination Fees. (a) Subject to subsection section 5.18 and to subsections (b), (c), and (d) of this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the fees and expenses of advisorsits advisers, accountants, accountants and legal counsel and financial printers, counsel) shall be paid by the party incurring such expense. (b) In the event that this Agreement is terminated (i) by either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(c7.1(e), , (ii) by either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(b)(i7.1(f)(ii) or (iii) following a failure of the shareholders of Target to approve this Agreement and, prior to the time of the Special Meetingsuch failure, Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of with respect to Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shareholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal party, or offer, or (iii) by Acquiror shall terminate this Agreement pursuant to Section 7.1(d7.1(c), due in whole or in part to any failure by Target to use its best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates to take any actions required to be taken hereby, and prior thereto Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of with respect to Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal or offerparty, then Target shall reimburse Acquiror for all of the reasonable out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, accountants and legal counsel and financial printers), counsel) and, in addition, Target shall promptly pay to Acquiror the sum of $510,000750,000.00; provided, however, that with respect to Section 7.3(b)(ii)(A) and Section 7.3(b)(iii)(A), a Trigger Event shall not be deemed to include the acquisition by any Person of securities representing 10% or more of Target if such Person has acquired such securities not with the purpose nor with the effect of changing or influencing the control of Target, nor in connection with or as a participant in any transaction having such purpose or effect, including without limitation not in connection with such Person (i) making any public announcement with respect to the voting of such shares at any meeting to consider any merger, consolidation, sale of substantial assets or other business combination or extraordinary transaction involving Target, (ii) making, or in any way participating in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) to vote any voting securities of Target or seeking to advise or influence any Person with respect to the voting of any voting securities of Target, (iii) forming, joining or in any way participating in any it group to within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Target or (iv) otherwise acting, alone or in concert with others, to seek control of Target or to seek to control or influence the management or policies of Target. As used herein, a "Trigger Event" shall occur if any Person acquires securities representing 10% or more, or commences a tender or exchange offer following the successful consummation of which the offeror and its affiliate would beneficially own securities representing 25% or more, of the voting power of Target. (c) In the event that (i) Acquiror shall terminate this Agreement pursuant to Section 7.1(c) or (ii) Acquiror shall terminate this Agreement pursuant to Section 7.1(f)(ii), Target shall promptly reimburse Acquiror for all of the out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions

Expenses and Termination Fees. (a) Subject to subsection subsections (b), (c) and (d) of this Section 7.38.3, and except as provided in Section 1.13, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated including, without limitation, filing fees and the fees and expenses of advisors, accountants, legal counsel and financial printers, shall be paid by the party incurring such expense. (b) In the event that this Agreement is terminated (i) by either Acquiror or Target pursuant to Section 7.1(c), 8.1(b)(i) and prior thereto (iiA) by either Acquiror or Target pursuant to Section 7.1(b)(i) or (iii) and, prior to the time of the Special Meeting, Target shall have received received, subsequent to the date of this Agreement, an unsolicited proposal that constitutes a Superior Takeover Proposal or a tender offer or exchange offer for 1510% or more of the outstanding shares of capital stock of Target and (B) within twelve (12) months following such termination, the Target consummates any Takeover Proposal or enters into an agreement with respect to any Takeover Proposal which is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal or offersubsequently consummated, or (iiiii) by Acquiror pursuant to Section 7.1(d8.1(c), due in whole or in part to any failure by Target to use its reasonable best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's ’s Affiliates to take any actions required to be taken hereby, and prior thereto (A) Target shall have received received, subsequent to the date of this Agreement, an unsolicited proposal that constitutes a Superior Takeover Proposal or a tender offer or exchange offer for 1510% or more of the outstanding shares of capital stock of Target and (B) within twelve (12) months following such termination, the Target consummates any Takeover Proposal or enters into an agreement with respect to any Takeover Proposal which is commencedsubsequently consummated, which proposal or offer at the time of the meeting of Target's stockholders shall not have been or (xiii) rejected by Target or (y) withdrawn by the third party making such proposal or offerpursuant to Section 8.1(e), then Target shall reimburse Acquiror for all out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, legal counsel and financial printers) (up to a maximum aggregate of $75,000), and, in addition, Target shall promptly pay to Acquiror the sum of $510,000100,000. (c) In the event that Acquiror shall terminate this Agreement pursuant to Section 8.1(c), Target shall promptly reimburse Acquiror for all out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the fees and expenses of its advisors, accountants, legal counsel and financial printers) (up to a maximum aggregate of $75,000); provided that if the comparable costs and expenses of Acquiror are also payable pursuant to Section 8.3(b), this Section 8.3(c) shall be disregarded and no amount shall be due or payable under this section. (d) In the event that Target shall terminate this Agreement pursuant to Section 8.1(d), Acquiror shall promptly reimburse Target for all out-of-pocket costs and expenses incurred by Target in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the fees and expenses of its advisors, accountants, legal counsel and financial printers) (up to a maximum aggregate of $75,000).

Expenses and Termination Fees. (a) Subject to subsection subsections (b) and (c) of this Section 7.3, whether or not the Step One Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated including, without limitation, filing fees and the fees and expenses of advisors, accountants, legal counsel and financial printers, shall be paid by the party incurring such expense, provided that in the event the Step One Merger is consummated, the parties intend that the Target's Closing balance sheet shall reflect not more than $200,000 in merger related fees incurred by Target in connection with the preparation and review of the transactions set forth herein. All of Target's counsel's fees, costs and expenses shall be paid at the Closing upon receipt of itemized bills for services. (b) In the event that this Agreement is terminated (i) terminated by either Acquiror or Target pursuant to Section 7.1(c), , then the breaching party shall promptly pay to the terminating party the sum of $800,000; provided, however, that if Acquiror terminates this Agreement pursuant to Section 7.1(c) solely as a result of any event or circumstance occurring or arising after June 19, 2003 (except as qualified herein with respect to the Special Litigation Matter) which causes (i) a material breach of Target's representations, warranties or covenants; (ii) the delivery of any updated Target Disclosure Schedule; or (iii) any Material Adverse Effect on Target, then Target shall not be obligated to pay such $800,000 to Acquiror; provided further, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, in the event this Agreement is terminated by either Acquiror for a reason or Target pursuant reasons not solely due to Section 7.1(b)(iany of the reasons contained in clauses 7.3(b)(i), (ii) or (iii) andset forth immediately above, prior the $800,000 payable pursuant to the time first clause of the Special Meetingfirst sentence of this subsection (b) above will be due and owing. Notwithstanding anything to the contrary contained in this Agreement, Target shall have received an unsolicited proposal in the event that constitutes a Superior Proposal or a tender offer or exchange offer Acquiror terminates this Agreement for 15% or more any of the outstanding shares of capital stock of Target is commencedreasons set forth in clauses 7.3(b)(i), which proposal (ii) or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal or offer, or (iii) above, Target hereby agrees to pay up to $500,000 of legal, accounting, investment banking and other professional fees incurred by Acquiror in connection with the negotiation, execution, delivery or performance of this Agreement and the transactions contemplated hereby. (c) In the event that this Agreement is terminated by Target pursuant to Section 7.1(d), due in whole or in part to any failure by Target to use its best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates to take any actions required to be taken hereby, and prior thereto Target shall have received an unsolicited proposal that constitutes a Superior Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal or offer, then Target shall reimburse Acquiror for all out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, legal counsel and financial printers), and, in addition, Target shall promptly pay to Acquiror the sum of $510,000800,000 within one (1) month of termination.

Expenses and Termination Fees. (a) Subject to subsection subsections (b), (c), and (d) of this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the fees and expenses of advisorsits advisers, accountants, accountants and legal counsel and financial printers, counsel) shall be paid by the party incurring such expense. (b) In the event that this Agreement is terminated (i) by either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(c7.1(e), , (ii) by either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(b)(i7.1(f)(ii) or (iii) following a failure of the shareholders of Target to approve this Agreement and, prior to the time of the Special Meetingsuch failure, Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of with respect to Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shareholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal party, or offer, or (iii) by Acquiror shall terminate this Agreement pursuant to Section 7.1(d7.1(c), due in whole or in part to any failure by Target to use its best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates to take any actions required to be taken hereby, and prior thereto Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of with respect to Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal or offerparty, then Target shall reimburse Acquiror for all of the reasonable out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, accountants and legal counsel and financial printers), counsel) and, in addition, Target shall promptly pay to Acquiror the sum of $510,000.to

Expenses and Termination Fees. (a) Subject to subsection (bSections 7.3(b), 7.3(c), 7.3(d) of this Section 7.3and 7.3(e), whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the fees and expenses of advisorsits advisers, accountants, accountants and legal counsel and financial printers, counsel) shall be paid by the party incurring such expense. (b) In the event that this Agreement is terminated (i) by either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(c), (ii7.1(e)(ii) by either Acquiror or following a failure of the stockholders of Target pursuant to Section 7.1(b)(i) or (iii) approve this Agreement and, prior to the time of the Special Target Stockholders Meeting, Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or and (y) withdrawn by the third party making such proposal party, or offer, or (iiiii) by Acquiror shall terminate this Agreement pursuant to Section 7.1(d7.1(c), due in whole or in part to any failure by Target to use its best reasonable commercial efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates to take any actions required to be taken hereby, and prior thereto Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or and (y) withdrawn by the third party making such proposal or offerparty, then Target shall reimburse Acquiror for all of the reasonable out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, accountants and legal counsel and financial printers), counsel) and, in addition, Target shall promptly pay to Acquiror the sum of $510,0004,000,000 (the "Termination Fee"). (c) In the event that Acquiror shall terminate this Agreement pursuant to Section 7.1(c) or Section 7.1(e)(ii), Target shall promptly reimburse Acquiror for all of the reasonable out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and 49. expenses of its advisors, accountants and legal counsel); and, in the event any Takeover Proposal or Trigger Event is consummated (as defined in Section 7.3(h) within six months of the later of (x) such termination of this Agreement and (y) the payment of the above-described expenses, Target shall promptly pay to Acquiror the additional sum of $4,000,000 (provided that no Termination Fee had been previously paid pursuant to Section 7.3(b)). (d) In the event that Target shall terminate this Agreement pursuant to Section 7.1(d) or Section 7.1(f), Acquiror shall promptly reimburse Target for all of the reasonable out-of-pocket costs and expenses incurred by Target in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel). (e) The parties hereto agree that the Termination Fees due pursuant to Section 7.3(b) and Section 7.3(c) shall not be deemed to be liquidated damages and that Acquiror's right to the payment of such Termination Fees shall be in addition to any other rights or remedies under contract, at law or in equity to which Acquiror may be entitled. Nothing in this Article VII shall be interpreted as limiting Acquiror's rights and remedies under any circumstance in the event of Target's breach of this Agreement. (f) As used herein, a "Trigger Event" shall occur if any Person (as that term is defined in Section 13(d) of the Exchange Act and the regulations promulgated thereunder) acquires securities representing 15% or more, or commences a tender or exchange offer following the successful consummation of which the offeror and its affiliate would beneficially own securities representing 15% or more, of the voting power of Target; PROVIDED, HOWEVER, a Trigger Event shall not be deemed to include the acquisition by any Person of securities representing 15% or more of Target if such Person has acquired such securities not with the purpose nor with the effect of changing or influencing the control of Target, nor in connection with or as a participant in any transaction having such purpose or effect, including without limitation not in connection with such Person (i) making any public announcement with respect to the voting of such shares at any meeting to consider any merger, consolidation, sale of substantial assets or other business combination or extraordinary transaction involving Target, (ii) making, or in any way participating in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) to vote any voting securities of Target (including, without limitation, any such solicitation subject to Rule 14a-11 under the Exchange Act) or seeking to advise or influence any Person with respect to the voting of any voting securities of Target, directly or indirectly, relating to a merger or other business combination involving Target or the sale or transfer of a significant portion of assets (excluding the sale or disposition of assets in the ordinary course of business) of Target, (iii) forming, joining or in any way participating in any "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Target, directly or indirectly, relating to a merger or other business combination involving Target or the sale or transfer of a significant portion of assets (excluding the sale or disposition of assets in the ordinary 50. course of business) of Target, or (iv) otherwise acting, alone or in concert with others, to seek control of Target or to seek to control or influence the management or policies of Target. (g) For purposes of Section 7.3(c) above, (A) "consummation" of a Takeover Proposal shall occur on the date a written agreement is entered into with respect to a merger or other business combination involving Target or the acquisition of any significant equity interest in 15% or more of the outstanding shares of capital stock of Target, or sale or transfer of any material assets (excluding the sale or disposition of assets in the ordinary course of business) of Target or any of its subsidiaries and (B) "consummation" of a Trigger Event shall occur on the date any Person or any of its affiliates or associates would beneficially own securities representing 15% or more of the voting power of Target following a tender or exchange offer. Additionally, for the purposes of this Section 7.3(g), a Takeover Proposal shall not include an equity investment by financial investors, including venture capitalists, which does not result in a change of control of Target.

Expenses and Termination Fees. (a) Subject to subsection (bSections 5.13, 7.3(b), 7.3(c) of this Section 7.3and 7.3(d), whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of advisorsits advisers, accountants, accountants and legal counsel and financial printers, counsel) shall be paid by the party incurring such expense. (b) In the event that this Agreement is terminated (i) by either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(c7.1(e), , (ii) by either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(b)(i) or 7.1(c)(ii), (iii) any Party shall terminate this Agreement pursuant to Section 7.1(f)(ii) following a failure of the shareholders of Target to approve this Agreement and, prior to the time of the Special Meetingmeeting or written consent of Target's shareholders, Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting or written consent of Target's stockholders shareholders shall not have been (x) rejected by Target Target, or (yiv) withdrawn by the third party making such proposal or offer, or (iii) by Acquiror shall terminate this Agreement pursuant to Section 7.1(d7.1(c)(i) or (iii), due in whole or in part to any failure by Target to use its best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates affiliates to take any actions required to be taken hereby, and prior thereto Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of with respect to Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal or offerTarget, then Target shall reimburse Acquiror for all of the out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, accountants and legal counsel and financial printerscounsel), and, in additionaddition to any other remedies Acquiror may have, Target shall promptly pay to Acquiror the sum of $510,0005,000,000. (c) In the event that (i) Acquiror shall terminate this Agreement pursuant to Section 7.1(c)(i) or (iii) under circumstances not described in Section 7.3(b)(iv) or (ii) Acquiror shall terminate this Agreement pursuant to Section 7.1(f)(ii) under circumstances not described in Section 7.3(b)(iii), Target shall promptly reimburse Acquiror for all of the out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the reasonable fees and expenses of its advisors, accountants and legal counsel); and, in the event any Takeover Proposal or Trigger Event is consummated (as defined in Section 7.3(g)) within twelve months of the later of (x) the termination of this Agreement pursuant to Sections 7.1(c), 7.1(e) or Section 7.1(f)(ii) and (y) the payment of the above-described expenses, Target shall promptly pay to Acquiror the additional sum of $5,000,000. (d) In the event that Target shall terminate this Agreement pursuant to Section 7.1

Expenses and Termination Fees. (a) Subject to subsection subsections (b), (c), (d) and (e) of this Section 7.38.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated including, without limitation, filing fees and hereby (including the fees and expenses of advisorsits advisers, accountants, accountants and legal counsel and financial printers, counsel) shall be paid by the party Party incurring such expense. (b) In the event that this Agreement is terminated (i) by Acquiror terminates this Agreement pursuant to Section 8.1(e) or Target terminates this Agreement pursuant to Section 8.1(f), (ii) Acquiror terminates this Agreement pursuant to Section 8.1(c)(ii), or (iii) either Acquiror or Target terminates this Agreement pursuant to Section 7.1(c), (ii8.1(g)(ii) by either Acquiror or Target pursuant following a failure of Target's stockholders to Section 7.1(b)(i) or (iii) approve this Agreement and, prior to the time of the Special Meetingmeeting of Target's stockholders, Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target, or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of with respect to Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders Target Stockholders Meeting shall not have been (x) rejected by Target Target, or (yiv) withdrawn by the third party making such proposal or offer, or (iii) by Acquiror terminates this Agreement pursuant to Section 7.1(d8.1(c)(i) or Section 8.1(c)(iii), due in whole or in part to any failure by Target to use its reasonable best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates to take any actions required to be taken hereby, and prior thereto Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target, or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of with respect to Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal or offerTarget, then Target shall reimburse Acquiror for all of the out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including the fees and expenses of its financial advisors, accountants and outside legal counsel), and, in addition to any other remedies Acquiror may have, Target shall pay to Acquiror the sum of $2,500,000 no later than two (2) business days thereafter. (c) In the event that (i) Acquiror terminates this Agreement pursuant to Section 8.1(c)(i) or 8.1(c)(iii) under circumstances not described in Section 8.3(b)(iv), or (ii) Acquiror terminates this Agreement pursuant to Section 8.1(g)(ii) under circumstances not described in Section 8.3(b)(iii), Target shall promptly reimburse Acquiror for all out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and including the reasonable fees and expenses of its financial advisors, accountants, accountants and outside legal counsel and financial printerscounsel), ; and, in additionthe event (A) any Takeover Proposal or Trigger Event is consummated (as defined in Section 8.3(g)) by or with any Person that made a Takeover Proposal prior to termination of this Agreement or that caused a Trigger Event prior to such termination, or any Affiliate of any such Person, within twelve months of the later of, or (B) any other Takeover Proposal or Trigger Event not described in clause (A) is consummated (as defined in Section 8.3(g)) within six months of the later of, (x) such termination of this Agreement, and (y) the payment of the above described expenses, Target shall promptly pay to Acquiror the additional sum of $510,0002,500,000 (less any amounts paid by Target to Acquiror under Section 8.3(b)) no later than two (2) business days thereafter. (d) In the event Target terminates this Agreement pursuant to Section 8.1(d), or in the event Acquiror refuses to effect the Closing and terminates this Agreement as a result of the failure of the condition set forth in Section 7.3(h), Acquiror shall promptly reimburse Target for all of the out-of- pocket costs and expenses up to an aggregate of $250,000 incurred by Target in connection with this Agreement and the transactions contemplated hereby (including the fees and expenses of its financial advisors, accountants and outside legal counsel). (e) As used herein, a "Trigger Event" shall occur if any "person" (as that term is defined in Section 13(d) of the Exchange Act and the regulations thereunder) acquires securities representing 20% or more, or commences a tender or exchange offer following the successful consummation of which the offeror and its affiliates would beneficially own securities representing 20% or more, of the voting power of Target; provided, however, a Trigger Event shall not be deemed to include the acquisition by any Person of securities representing 20% or more of Target if such Person has acquired such securities not with the purpose nor with the effect of changing or influencing the control of Target, nor in connection with or as a participant in any transaction having such purpose or effect, including not in connection with such Person (i) making any public announcement with respect to the voting of such shares at any meeting to consider any merger, consolidation, sale of substantial assets or other business combination or extraordinary transaction involving Target, (ii) making, or in any way participating in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) to vote any voting securities of Target (including any such solicitation subject to Rule 14a-11 under the Exchange Act) or seeking to advise or influence any Person with respect to the voting of any voting securities of Target, directly or indirectly, relating to a merger or other business combination involving Target or the sale or transfer of a significant portion of assets (excluding the sale or disposition of assets in the ordinary course of business) of Target, (iii) forming, joining or in any way participating in any "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Target, directly or indirectly, relating to a merger or other business combination involving Target or the sale or transfer of a significant portion of assets (excluding the sale or disposition of assets in the ordinary course of business) of Target, or (iv) otherwise acting, alone or in concert with others, to seek control of Target or to seek to control or influence the management or policies of Target.

Expenses and Termination Fees. (a) Subject to subsection (bSections 7.3(b), 7.3(c), 7.3(d) of this Section 7.3and 7.3(e), whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the fees and expenses of advisorsits advisers, accountants, accountants and legal counsel and financial printers, counsel) shall be paid by the party incurring such expense, except that expenses incurred in connection with printing the Proxy Materials and the Registration Statement, registration and filing fees incurred in connection with the Registration Statement, the Proxy Materials and the listing of additional shares pursuant to Section 6.1(f) and fees, costs and expenses associated with compliance with applicable state securities laws in connection with the Merger shall be shared equally by Target and Acquiror. (b) In the event that this Agreement is terminated (i) by Target shall terminate this Agreement pursuant to Section 7.1(e), (ii) either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(c), (ii7.1(h)(ii) by either Acquiror or following a failure of the stockholders of Target pursuant to Section 7.1(b)(i) or (iii) approve this Agreement and, prior to the time of the Special Meeting, Target shall have received an unsolicited proposal that constitutes a Superior Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders stockholders, there shall not have been (xA) rejected by Target a Trigger Event or (yB) withdrawn by the third party making such proposal or offera Takeover Proposal, or (iii) by Acquiror shall terminate this Agreement pursuant to Section 7.1(d)7.1(c)(iii) and, due in whole or in part to any failure by Target to use its best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates to take any actions required to be taken herebythereto, and prior thereto Target there shall have received an unsolicited proposal that constitutes a Superior Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (xA) rejected by Target a Trigger Event or (yB) withdrawn by the third party making such proposal a Takeover Proposal, or offer(iv) Acquiror shall terminate this Agreement pursuant to Section 7.1(f), then Target shall immediately reimburse Acquiror for all up to $1,000,000 of out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, accountants and legal counsel and financial printerscounsel), and, in addition, addition Target shall promptly pay to Acquiror the sum of $510,0006,000,000. (c) In the event that Target shall terminate this Agreement pursuant to Section 7.1(d)(ii), 7.1(d)(iii) or, following a failure of the stockholders of Acquiror to approve this Agreement, pursuant to 7.1(h)(ii), then Acquiror shall immediately reimburse Target for up to $1,000,000 of out-of-pocket costs and expenses incurred by Target in connection with this Agree ment and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel), and, in addition Acquiror shall promptly pay to Target the sum of $20,000,000. (d) In the event that Acquiror shall terminate this Agreement pursuant to Section 7.1(c) or, following a failure of the stockholders of Target to approve this Agreement, pursuant to 7.1(h)(ii), Target shall promptly reimburse Acquiror for up to $1,000,000 of out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the trans actions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel). (e) In the event that Target shall terminate this Agreement pursuant to Sec tion 7.1(d)(i), Acquiror shall promptly reimburse Target for up to $1,000,000 of out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contem plated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel). (f) As used herein, a "Trigger Event" shall occur if any Person (other than a person disclosing its beneficial ownership of shares of Target's Common Stock on Schedule 13G under the Exchange Act) acquires securities representing 20% or more, or commences a tender or exchange offer following the successful consummation of which the offeror and its affiliate would beneficially own securities representing 20% or more, of the voting power of Target. (g) As used in Section 7.3(b), "Takeover Proposal" shall occur if there is an offer or proposal for, or any indication of interest in (where such indication of interest has been disclosed publicly), a merger or other business combination involving Target or the acquisition of 20% or more of the outstanding shares of capital stock of Target or the sale or transfer of any material assets (excluding the sale or disposition of assets in the ordinary course of business) of Target, or any of its subsidiaries, other than transactions contemplated by this Agreement and transactions by persons disclosing their beneficial ownership of shares of Target's Common Stock on Schedule 13G under the Exchange Act.

Expenses and Termination Fees. (a) Subject to subsection (bSections 7.3(b), 7.3(c), 7.3(d) of this Section 7.3and 7.3(e), whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the fees and expenses of advisorsits advisers, accountants, accountants and legal counsel and financial printers, counsel) shall be paid by the party incurring such expense, except that expenses incurred in connection with printing the Proxy Materials and the Registration Statement, registration and filing fees incurred in connection with the Registration Statement, the Proxy Materials and the listing of additional shares pursuant to Section 6.1(f) and fees, costs and expenses associated with compliance with applicable state securities laws in connection with the Merger shall be shared equally by Target and Acquiror. (b) In the event that this Agreement is terminated (i) by Target shall terminate this Agreement pursuant to Section 7.1(e), (ii) either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(c), (ii7.1(h)(ii) by either Acquiror or following a failure of the stockholders of Target pursuant to Section 7.1(b)(i) or (iii) approve this Agreement and, prior to the time of the Special Meeting, Target shall have received an unsolicited proposal that constitutes a Superior Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders stockholders, there shall not have been (xA) rejected by Target a Trigger Event or (yB) withdrawn by the third party making such proposal or offera Takeover Proposal, or (iii) by Acquiror shall terminate this Agreement pursuant to Section 7.1(d)7.1(c)(iii) and, due in whole or in part to any failure by Target to use its best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates to take any actions required to be taken herebythereto, and prior thereto Target there shall have received an unsolicited proposal that constitutes a Superior Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (xA) rejected by Target a Trigger Event or (yB) withdrawn by the third party making such proposal a Takeover Proposal, or offer(iv) Acquiror shall terminate this Agreement pursuant to Section 7.1(f), then Target shall immediately reimburse Acquiror for all up to $1,000,000 of out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, accountants and legal counsel and financial printerscounsel), and, in addition, addition Target shall promptly pay to Acquiror the sum of $510,0006,000,000. (c) In the event that Target shall terminate this Agreement pursuant to Section 7.1(d)(ii), 7.1(d)(iii) or, following a failure of the stockholders of Acquiror to approve this Agreement, pursuant to 7.1(h)(ii), then Acquiror shall immediately reimburse Target for up to $1,000,000 of out-of- pocket costs and expenses incurred by Target in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel), and, in addition Acquiror shall promptly pay to Target the sum of $20,000,000. (d) In the event that Acquiror shall terminate this Agreement pursuant to Section 7.1(c) or, following a failure of the stockholders of Target to approve this Agreement, pursuant to 7.1(h)(ii), Target shall promptly reimburse Acquiror for up to $1,000,000 of out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel). (e) In the event that Target shall terminate this Agreement pursuant to Section 7.1(d)(i), Acquiror shall promptly reimburse Target for up to $1,000,000 of out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel). (f) As used herein, a "Trigger Event" shall occur if any Person (other than a person disclosing its beneficial ownership of shares of Target's Common Stock on Schedule 13G under the Exchange Act) acquires securities representing 20% or more, or commences a tender or exchange offer following the successful consummation of which the offeror and its affiliate would beneficially own securities representing 20% or more, of the voting power of Target. (g) As used in Section 7.3(b), "Takeover Proposal" shall occur if there is an offer or proposal for, or any indication of interest in (where such indication of interest has been disclosed publicly), a merger or other business combination involving Target or the acquisition of 20% or more of the outstanding shares of capital stock of Target or the sale or transfer of any material assets (excluding the sale or disposition of assets in the ordinary course of business) of Target, or any of its subsidiaries, other than transactions contemplated by this Agreement and transactions by persons disclosing their beneficial ownership of shares of Target's Common Stock on Schedule 13G under the Exchange Act. 35

Expenses and Termination Fees. (a) Subject to subsection (b) of this Section 7.3, whether Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the fees and expenses of advisorsits advisers, accountants, accountants and legal counsel and financial printers, counsel) shall be paid by the party incurring such expense, except that, in the event the Merger shall not be consummated for any reason or if this Agreement shall be terminated for any reason other than pursuant to Section 7.1(d), expenses incurred in connection with printing the Proxy Materials and the Registration Statement, registration and filing fees incurred in connection with the Registration Statement and the Proxy Materials in connection with the Merger shall be shared equally by TMAI and Avant!. (b) In the event that this Agreement is terminated (i) by either Acquiror Avant! or Target TMAI shall terminate this Agreement pursuant to Section 7.1(c), (ii7.1(e)(ii) by either Acquiror or Target pursuant following a failure of the shareholders of TMAI to Section 7.1(b)(i) or (iii) approve this Agreement and, prior to the time of the Special Meetingmeeting of TMAI's shareholders, Target there shall have received an unsolicited proposal been (A) a Trigger Event with respect to TMAI that constitutes TMAI's Board of Directors has not recommended that its shareholders reject or (B) a Superior Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, with respect to TMAI which proposal or offer at the time of the meeting of TargetTMAI's stockholders shareholders shall not have been (x) rejected by Target or (y) TMAI and withdrawn by the third party making such proposal party, or offer, or (iiiii) by Acquiror Avant! shall terminate this Agreement pursuant to Section 7.1(d7.1(c), due in whole or in part to any failure by Target TMAI to use its reasonable best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target TMAI prior to or on the Closing Date or any failure by TargetTMAI's Affiliates affiliates to take any actions required to be taken hereby, (and if TMAI is not entitled to terminate this Agreement by reason of Section 7.1(d)), and prior thereto Target there shall have received an unsolicited proposal that constitutes a Superior Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (xA) rejected by Target a Trigger Event with respect to TMAI or (yB) withdrawn by the third party making such proposal or offer, then Target shall reimburse Acquiror for all out-of-pocket costs and expenses incurred by Acquiror in connection a Takeover Proposal with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, legal counsel and financial printers), and, in addition, Target shall promptly pay respect to Acquiror the sum of $510,000.TMAI

Expenses and Termination Fees. (a) Subject to subsection subsections (b), (c), and (d) of this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the fees and expenses of advisorsits advisers, accountants, accountants and legal counsel and financial printers, counsel) shall be paid by the party incurring such expense. (b) In the event that this Agreement is terminated (i) by either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(c7.1(e), , (ii) by either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(b)(i7.1(f)(ii) or (iii) following a failure of the shareholders of Target to approve this Agreement and, prior to the time of the Special Meetingsuch failure, Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of with respect to Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shareholders' vote regarding the Merger shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal party, or offer, or (iii) by Acquiror shall terminate this Agreement pursuant to Section 7.1(d7.1(c), due in whole or in part to any failure by Target to use its best commercially reasonable efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates to take any actions required to be taken hereby, and prior thereto Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of with respect to Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or (y) withdrawn by the third party making such proposal or offerparty, then Target shall reimburse Acquiror for all of the reasonable out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, accountants and legal counsel and financial printers), counsel) and, in addition, Target shall promptly pay to Acquiror the sum of $510,000.330,000.00; provided, however, that with respect to Section 7.3(b)(ii)(A) and Section 7.3(b)(iii)(A), a Trigger Event shall not be deemed to include the acquisition by any Person of securities representing 10% or more of Target if such Person has acquired such securities not with the purpose nor with the effect of changing or influencing the control of Target, nor in connection with or as a participant in any transaction having such purpose or effect, including without limitation not in connection with such Person (i) making any public announcement with respect to the voting of such shares at any meeting to consider any merger, consolidation, sale of substantial assets or other business combination or extraordinary transaction involving Target, (ii) making, or in any way participating in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) to vote any voting securities of Target or seeking to advise or influence any Person with respect to the voting of any voting securities of Target, (iii) forming, joining or in any way participating in any it group to within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Target or (iv) otherwise acting, alone or in concert with others, to seek control of Target or to seek to control or influence the management or policies of Target. As used herein, a "Trigger Event" shall occur if any Person acquires securities representing 10% or more, or commences a tender or exchange offer following the successful consummation of

Expenses and Termination Fees. (a) Subject to subsection Sections 7.3(b), (bc) of this Section 7.3and (d), whether or not the Merger Reorganization is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the fees and expenses of advisorsits advisers, accountants, accountants and legal counsel and financial printers, counsel) shall be paid by the party incurring such expense. (b) In the event that this Agreement is terminated (i) by either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(c7.1(e), , (ii) by either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(b)(i7.1(f)(ii) or (iii) following a failure of the stockholders of Target to approve this Agreement and, prior to the time of the Special Meetingmeeting of Target's stockholders, Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of with respect to Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders Target Stockholder Proceeding shall not have been (x) rejected by Target or and (y) withdrawn by the third party making such proposal party, or offer, or (iii) by Acquiror shall terminate this Agreement pursuant to Section 7.1(d7.1(c)(i) or (ii), due in whole or in part to any failure by Target to use its commercially reasonable best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates affiliates to take any actions required to be taken hereby, and prior thereto Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of with respect to Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or and (y) withdrawn by the third party making such proposal or offerparty, then Target shall reimburse Acquiror for all of the out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, accountants and legal counsel and financial printerscounsel), and, in addition, the Target shall promptly pay to Acquiror the sum of $510,0005,732,372. (c) In the event that either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(f)(i), Target shall promptly reimburse Acquiror for all of the out-of-pocket costs and expenses incurred by Acquiror in connection with this agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel) and, in addition, shall promptly pay to Acquiror the sum of $500,000. (d) In the event that (i) Acquiror shall terminate this Agreement pursuant to Section 7.1(c) or (ii) Acquiror shall terminate this Agreement pursuant to Section 7.1(f)(ii), Target shall promptly reimburse Acquiror for all of the out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel). In the event that Target consummates, or enters into an agreement contemplating, an Alternative Transaction (as defined below) with a Third Party (as defined below) within twelve months following any such termination of this Agreement, Target shall (at or prior thereto) pay to Acquiror the sum of $5,732,373. As used herein, "Alternative Transaction" means (i) a transaction pursuant to which any person (or group of persons) other than Acquiror or its affiliates (a "Third Party") acquires (or publicly proposes to acquire) more than 25% of the voting power of Target securityholders, whether from Target or pursuant to a tender offer or exchange offer or otherwise, (ii) a merger, amalgamation, reorganization, acquisition or other business combination involving Target pursuant to which any Third Party acquires (or publicly proposes to acquire) more than 25% of the outstanding equity securities of Target or the entity surviving such merger or business combination or (iii) any other transaction pursuant to which any Third Party acquires (or publicly proposes to acquire) control of assets (including for this purpose the outstanding equity securities of

Expenses and Termination Fees. (a) Subject to subsection (bSections 7.3(b), 7.3(c) of this Section 7.3and 7.3(d), whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the fees and expenses of advisorsits advisers, accountants, accountants and legal counsel and financial printers, counsel) shall be paid by the party incurring such expense. (b) In the event that this Agreement is terminated (i) by either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(c7.1(e), , (ii) by either Acquiror or Target shall terminate this Agreement pursuant to Section 7.1(b)(i7.1(f)(ii) or (iii) following a failure of the shareholders of Target to approve this Agreement and, prior to the time of the Special Meetingmeeting of Target's shareholders, Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event with respect to Target or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shareholders shall not have been (x) rejected by Target or and (y) withdrawn by the third party making such proposal party, or offer, or (iii) by Acquiror shall terminate this Agreement pursuant to Section 7.1(d7.1(c), due in whole or in part to any failure by Target to use its best efforts to perform and comply with all agreements and conditions required by this Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates affiliates to take any actions required to be taken hereby, and prior thereto Target there shall have received an unsolicited proposal that constitutes been (A) a Superior Trigger Event or (B) a Takeover Proposal or a tender offer or exchange offer for 15% or more of the outstanding shares of capital stock of Target is commenced, which proposal or offer at the time of the meeting of Target's stockholders shall not have been (x) rejected by Target or and (y) withdrawn by the third party making such proposal or offerparty, then Target shall reimburse Acquiror for all of the out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing fees and the reasonable fees and expenses of its advisors, accountants, accountants and legal counsel and financial printerscounsel), and, in addition, Target shall promptly pay to Acquiror the sum of $510,00014,000,000. (c) In the event that (i) Acquiror shall terminate this Agreement pursuant to Section 7.1(c) or (ii) Acquiror shall terminate this Agreement pursuant to Section 7.1(f)(ii), Target shall promptly reimburse Acquiror for all of the out-of-pocket costs and expenses incurred by Acquiror in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel); and, in the event any Takeover Proposal or Trigger Event is consummated (as defined in Section 7.3(g) within twelve months of the later of (x) such termination of this Agreement and (y) the payment of the above- described expenses, Target shall promptly pay to Acquiror the additional sum of $8,000,000. (d) In the event that Target shall terminate this Agreement pursuant to Section 7.1