Common use of Expenses; Termination Fee Clause in Contracts

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.12, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 All transfer and Section 6.12, all sales Taxes payable with respect to the sale and conveyance of the Acquired Assets to the Buyer shall be paid by the Seller. All fees and expenses incurred in connection with the preparation, execution and consummation of this Agreement and of the Offer, the Merger and the other transactions contemplated herein hereby, including, without limitation, attorneys', accountants' and outside advisers' fees and disbursements, shall be paid borne by the party incurring such expenses, except as otherwise provided in Section 3.5, whether or not the Offer and Merger transactions contemplated hereby are consummated. For Without limiting the avoidance of doubtforegoing, Parent each party shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Lawsits own costs, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any preparing the Xxxx-Xxxxx-Xxxxxx filings under referenced herein, it being understood that the HSR Act or such other filings Buyer, as may the acquiring party, shall be required under applicable Antitrust Laws in connection with solely responsible for paying the Merger or the other transactions contemplated by this AgreementXxxx-Xxxxx-Xxxxxx filing fees. (b) If: Notwithstanding subsection (a) above, in the event that (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition a Competing Proposal shall have been publicly announced and (C) made after the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposaldate hereof, which Acquisition Proposal is subsequently consummated; (ii) thereafter this Agreement is terminated (x) by Parent the Seller prior to June 1, 2001 pursuant to Section 8.1(e13.1(b); , or (y) by the Buyer pursuant to either Section 13.1(b) or Section 13.1(c) (other than where the Buyer relies, as the basis for its termination or its failure to close by the Cutoff Date, solely on (ww) breaches of material covenants with which the Seller could not have complied through the exercise of commercially reasonable efforts and/or (xx) the failure of representations and warranties, which were true in all material respects on the date hereof, to be true in all material respects at or near an anticipated closing date so as to satisfy Section 8.1, where the Seller could not have caused such initially true representations and warranties to satisfy Section 8.1 through the exercise of commercially reasonable efforts), and (iii) this Agreement prior to, or within 12 months after, such termination any Selling Entity (x) enters into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (an "Acquisition Agreement") which constitutes a Competing Proposal, or is terminated by the Company pursuant related to, or which is intended to Section 8.1(f)or is reasonably likely to lead to, a Competing Transaction, or (y) consummates a Competing Transaction; then in the case of each of clauses “immediately after all conditions (i)” through “, (ii) and (iii),” ) above are met, the Company Seller shall pay or cause to be paid the Buyer a fee equal to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of Four Million Dollars ($7,712,711 4,000,000) (the “"Termination Fee”). Any Termination Fee shall be paid: (x") in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available same day funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such terminationBuyer. (c) The Company and Parent parties acknowledge and agree that the agreements contained in this Section 8.3 13.2(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent parties would not enter into this Agreement. In ; accordingly, the event that Buyer shall be entitled to its reasonable out-of-pocket legal fees and expenses incurred to enforce the Company shall fail payment of the Termination Fee and if the Seller fails promptly to pay the Termination Fee when due, Parent the Seller shall be entitled required to receive pay to the Buyer interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to from the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the due date such payment was required to be made through the payment date of payment (calculated daily on at the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitPrime Rate plus 2%.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.127.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transaction Expenses shall be paid by the party incurring such expenses, whether or not the Offer and Merger are is consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(e); (Aii) this Agreement is validly terminated by Parent pursuant to Section 7.1(d); or (iii) by Parent or the Company pursuant to Section 8.1(d7.1(c) or by Parent pursuant to Section 8.1(g7.1(f), and: (A) any Person shall have publicly disclosed an Acquisition Proposal after the date of this Agreement and prior to such termination (unless withdrawn prior to such termination); and (B) following within 12 months of such termination the date hereof and prior to the time of the termination of this Agreement, Company shall have consummated an Acquisition Proposal or shall have been publicly announced and (C) the Company consummates an entered into a definitive agreement with respect to any Acquisition Proposal that is thereafter consummated (with all references to 15% in the definition of Acquisition Proposal being treated as 50% provided that for purposes of this clause (B) the references to “35%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”), then, in any such event under clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ,” “(ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through or “(iii),” of this Section 7.3(b), the Company shall pay or cause to be paid to Parent, in cash at Parent the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: by wire transfer of same day funds (x) in the case of clause “(iSection 7.3(b)(i)” , prior to or concurrently with the termination of this Agreement and execution of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition ProposalSpecified Agreement, (y) in the case of clause “(ii)” of the preceding sentence of this (bSection 7.3(b)(ii), within two (2) Business Days following after such termination of this Agreement and or (z) in the case of clause “(iiiSection 7.3(b)(iii)” , two Business Days after consummation of the preceding sentence of this Acquisition Proposal referred to in subclause (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(biii)(B) above; it being understood that in no event shall the Company be paid by wire transfer of immediately available funds required to an account designated in writing by Parent. For the avoidance of doubt, pay the Termination Fee shall be payable only once and not in duplication even though the on more than one occasion. As used herein, “Termination Fee may be payable under one or more provisions hereofFee” means a cash amount equal to $7,227,181.80. Subject to Section 8.2(b), in In the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee such fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition SubPurchaser, any of their respective Parent Affiliates or any other Person in connection with this Agreement (and the termination hereof), ) or the Offer and the Merger Contemplated Transactions (and the abandonment thereof) ), or any matter forming the basis for such termination, and none of Parent, Acquisition SubPurchaser, any of their respective Parent Affiliates or any other Person shall be entitled to bring or maintain any other claim, action or proceeding against the Company or any of its Company Affiliates for damages or any equitable relief Representative of the Company or any Company Affiliates arising out of or in connection with this Agreement, any of the transactions Contemplated Transactions or any matters forming the basis for such termination; provided, however, that nothing in this Section 7.3(b) shall relieve any party from any liability for intentional common law fraud. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), the Company shall reimburse Parent promptly upon demand (but in any event within two Business Days after the date of such demand), by wire transfer of same day funds, any Transaction Expenses (including disbursements and fees of outside legal counsel and outside strategic advisors) incurred by Parent in connection with this Agreement or the Contemplated Transactions (“Parent Expenses”); provided that Parent Expenses shall not exceed $1,500,000. (d) The Company and Parent parties acknowledge and agree that the agreements contained in this Section 8.3 7.3 are an integral part of the transactions contemplated by this Agreement, Contemplated Transactions and that, without these agreements, the Company and Parent parties would not enter into this Agreement. In the event that ; accordingly, if the Company shall fail fails to timely pay any amount due pursuant to this Section 7.3, and, in order to obtain the Termination Fee when duepayment, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that Legal Proceeding which results in a judgment against the Company for the Termination Fee (or portion thereof)Company, the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expensesof outside legal counsel) in connection with such suit, together with interest on such amount and the Termination Fee or Parent Expenses at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made, plus 2% per annum, through the date such payment was actually received.

Expenses; Termination Fee. (a) Except as set forth provided in this Section 8.3 and Section 6.125.3, all fees and expenses incurred by the parties in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid borne solely and entirely by the party incurring that incurred such fees and expenses, irrespective of whether or not the Offer and Merger Transactions are consummated. For In the avoidance of doubt, Parent shall pay all filing fees payable event that this Agreement is terminated by (i) the Company pursuant to Section 5.1(c)(ii) hereof, or (ii) by Purchaser pursuant to Section 5.1(d) hereof as a result of the HSR Act existence of the conditions set forth in paragraph (e) or (g) of Annex A hereto, then in any other Antitrust Lawssuch event, and the Company shall not be required pay to pay any fees or other payments Purchaser a termination fee equal to any Governmental Entity 5% of the purchase consideration that would have been paid in connection with any filings under the HSR Act or such other filings Offer if the Maximum Amount had been tendered (the "Termination Fee") plus Expenses as may be required under applicable Antitrust Laws defined in connection with the Merger or the other transactions contemplated by this AgreementSection 5.3(d). (b) If: (i) (A) this Agreement is validly terminated by Parent or The payment of the Company Termination Fee required to be made pursuant to Section 8.1(d5.3(a) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days made to Purchaser promptly following termination of this Agreement (and in any event not later than two business days after delivery to the Company of notice of demand for payment); and the payment of Expenses shall be made to Purchaser not later than two business days after delivery to the Company of an itemization setting forth in reasonable detail all Expenses of Purchaser (z) in which itemization may be supplemented and updated from time to time by such party until the case 60th day after such party delivers such notice of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(fdemand for payment). Any Termination Fee due under this Section 8.3(b) All such payments shall be paid made by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred designated by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such terminationPurchaser. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee and/or Expenses required pursuant to this Section 5.3 when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and fee and/or Expenses, as the case may be, shall accrue interest for the period commencing on the date that such fee and/or Expenses, as the Termination Fee or such Expenses case may be, became past due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Editionrate of interest publicly announced by Citibank from time to time, in effect on the date City of New York, as such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsedbank's Prime Lending Rate. In addition, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against if the Company for shall fail to pay such fee and/or Expenses, as the Termination Fee (or portion thereof)case may be, when due, the Company shall also pay Parent its reasonable and documented to Purchaser all of Purchaser's costs and expenses (including reasonable and documented attorneys’ fees and expenses' fees) in connection with efforts to collect such suitfee and/or Expenses, as the case may be. The Company acknowledges that the Termination Fee, Expenses and the other provisions of this Section 5.3 are an integral part of the Transactions and that, without these agreements, Purchaser would not enter into this Agreement. (d) As used herein, "Expenses" shall mean all reasonable out-of-pocket fees and expenses (including all reasonable fees and expenses of counsel, accountants and investment bankers to a party hereto and its affiliates), up to $500,000 in the aggregate, incurred by Purchaser or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the preparation, printing, filing and mailing of the Offer Documents, and all other matters related to the Offer and the other Transactions.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For In furtherance of the avoidance of doubtforegoing, (i) Parent shall pay all filing fees payable for filings required or otherwise made pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other Transactions, if any, and (ii) except as expressly provided in Section 3.6(f), all transfer, documentary, sales, use, stamp, registration, value-added and other similar Taxes and fees incurred in connection with the Offer, the Merger or the other Transactions shall be paid by Parent or Merger Sub when due. Notwithstanding the foregoing, in the event that the Offer does not close by the End Date and Parent or the Company elects to terminate this Agreement in accordance with Section 8.1(b) (provided, that at the time of such termination, all of the Offer Conditions set forth in Annex I have been satisfied, other than (x) those Offer Conditions that by their nature are to be satisfied at the Acceptance Time and (y) the Minimum Condition), then the Company shall reimburse Parent for its reasonable fees and expenses in an amount in cash equal to the lesser of (i) $600,000 and (ii) the reasonable and documented out-of-pocket fees and expenses (including all such fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by Parent, Merger Sub, or their respective Affiliates or on behalf of any of the foregoing in connection with the this Agreement, the Offer, the Merger, or any related transactions contemplated by this AgreementAgreement (the “Expenses”). (b) IfIf this Agreement is terminated: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e) (Change in Recommendation); or (iiiii) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(g) (Alternative Acquisition Agreement), then in the case of each of clauses “(i) and (ii)” through “(iii),” , the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 4,500,000 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” ) of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days following termination of this Agreement and (zy) in the case of clause “(iii)” ii) of the of the preceding sentence of this (bSection 8.3(b), no later than substantially concurrently with a the termination of this Agreement under Section 8.1(g) (or no later than on the next Business Day if such termination occurs on a day that is not a Business Day). (c) If this Agreement is terminated: (i) by Parent pursuant to Section 8.1(f) (Termination Upon Company Breach). ; or (ii) by the Company or Parent pursuant to Section 8.1(b) (Termination Upon End Date) hereof (provided, that in either case, at the time of such termination, the Minimum Condition is not satisfied and, with respect to any termination by the Company pursuant to Section 8.1(b) (Termination Upon End Date), the right to terminate this Agreement pursuant to Section 8.1(b) (Termination Upon End Date) was then available to Parent) and, in the case of clauses (i) and (ii) immediately above, (A) prior to such termination, an Acquisition Proposal shall have been publicly disclosed or otherwise made or communicated to the Company or the Company Board, and (B) within twelve (12) months following the date of such termination of this Agreement the Company shall have entered into a definitive agreement with respect to any Acquisition Proposal, or any Acquisition Proposal shall have been announced or consummated (in each case, whether or not such Acquisition Proposal is the same as the original Acquisition Proposal made, communicated, or publicly disclosed), then in any such event the Company shall pay to Parent (by wire transfer of immediately available funds), immediately prior to and as a condition to consummating such transaction, the Termination Fee (it being understood for all purposes of this Section 8.3(c), all references in the definition of Acquisition Proposal to “15%” shall be deemed to be references to “50%”). (d) Any Termination Fee or Expenses, as applicable, due under this Section 8.3(b) 8.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the The Termination Fee and the Expenses shall be payable only once with respect to this Section 8.3 and not in duplication duplication, even though the Termination Fee and the Expenses may be payable under one or more provisions hereof. Subject to Section 8.2(b), in In the event that Parent shall receive full become entitled to payment of the Termination Fee, Fee or the Expenses the receipt of the Termination Fee or the Expenses, as applicable, shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, Merger Sub or any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and the Company shall have no further liability, whether pursuant to a claim in law or in equity, to Parent, Merger Sub or any of their respective Affiliates or any other Person, and none of Parent, Acquisition Sub, Merger Sub or any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Subsidiaries or Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions Transactions, or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement. Notwithstanding any other provision herein, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Expenses are paid to Parent or Acquisition Sub commences a suit that results in a judgment against the Company for pursuant to Section 8.3(a), and following such payment the Termination Fee (or portion thereofbecomes payable to Parent pursuant to Section 8.3(c), such Termination Fee shall be reduced by the Company shall pay amount of Expenses previously paid to Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitpursuant to Section 8.3(a).

Expenses; Termination Fee. (a) Except as set forth otherwise provided in this Section 8.3 and Section 6.12Agreement, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such fees and expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: If (i) (A) this Agreement is validly terminated by Parent Pubco or the Company pursuant to Section 8.1(d9.01(c) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f9.01(e), then (ii) an Acquisition Proposal with respect to Pubco shall have been publicly announced or publicly disclosed after the date of this Agreement and, in the case of each a termination pursuant to Section 9.01(c), prior to the time of clauses “(i)” through “the Special Meeting and not withdrawn by the time of the Special Meeting, and (iii),” ) within twelve months after the Company date of such termination, Pubco enters into a definitive agreement with respect to an Acquisition Transaction or consummates an Acquisition Transaction, then Pubco shall pay or cause to be paid to Parentthe Company, in cash at the time specified in the next sentenceupon such entry into a definitive agreement and/or consummation of such Acquisition Transaction, a termination fee in the an amount of equal to $7,712,711 3,500,000 (the “Termination Fee”) by wire transfer of same-day funds, less an amount previously paid to the Company pursuant to Sections 9.03(d). Any Termination Fee shall be paid: . (xc) If this Agreement is terminated by the Company pursuant to Section 9.01(d) (unless such Pubco Triggering Event giving rise to the termination resulted from a Pubco Board Adverse Recommendation Change in the case of clause “(i)” of the preceding sentence of this (bconnection with an Intervening Event) or by Pubco pursuant to Section 9.01(g), then Pubco shall pay to the Company, by wire transfer of same-day funds within two (2) Business Days after termination, the consummation of Termination Fee. (d) If this Agreement is terminated by Pubco or the transactions contemplated Company pursuant to Section 9.01(c) or by the Company pursuant to Section 9.01(d) (if such Acquisition Proposal, (y) Pubco Triggering Event giving rise to the termination resulted from a Pubco Board Adverse Recommendation Change in the case of clause “(ii)” of the preceding sentence of this (bconnection with an Intervening Event that is not related to a Company Material Adverse Effect), within two (2) Business Days following termination of then Pubco shall reimburse the Company for all out-of-pocket fees and expenses incurred by the Company in connection with this Agreement and the Transactions in an amount not to exceed $2,000,000. (ze) (i) If this Agreement is terminated by Pubco or the Company pursuant to Section 9.01(a) and (ii) at the time of termination the condition in Section 8.01(c) is not satisfied, then the Company shall reimburse Pubco for all out-of-pocket fees and expenses incurred by Pubco in connection with this Agreement and the Transactions in an amount not to exceed the sum of $2,000,000 plus any out-of-pocket fees and expenses incurred by Pubco under Section 7.12(b) and/or Section 7.16. (f) If Pubco or the Company fails to pay when due any amount payable by it under this Section 9.03, then (i) Pubco or the Company, as the case may be, shall reimburse the other party for the other party’s reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement of its rights under this Section 9.03, and (ii) Pubco or the Company, as the case may be, shall pay to the other party interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to the “U.S. prime rate” (as published by the Wall Street Journal or any successor thereto) in effect on the case of clause “date such overdue amount was originally required to be paid plus five percent. (iii)” g) The parties agree that, notwithstanding anything to the contrary in Section 9.02, the payment of the preceding sentence fees (and, if due and payable, any interest and/or expenses) set forth in this Section 9.03 shall be the sole and exclusive remedy of this (b), concurrently with the parties following a termination of this Agreement under Section 8.1(f). Any Termination Fee due the circumstances in which such fees are payable under this Section 8.3(b) 9.03, it being understood that in no event shall Pubco be paid by wire transfer of immediately available funds required to an account designated in writing by Parent. For the avoidance of doubt, pay the Termination Fee shall be payable only once and not in duplication even though on more than one occasion. Notwithstanding Section 9.02 or the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b)foregoing, in upon the event that Parent shall receive full payment of the Termination FeeFee by Pubco, (i) Pubco shall have no further liability to the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person Company in connection with or arising out of this Agreement (and or the termination hereof)thereof, the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for breach of this Agreement by Pubco giving rise to such termination, and none or the failure of Parentthe Transactions to be consummated, Acquisition Sub, any of their respective (ii) neither the Company nor its Affiliates or any other Person shall be entitled to bring or maintain any other claim, action or proceeding against the Company Pubco or seek to obtain any recovery, judgment or damages of any kind against Pubco (or any partner, member, stockholder, director, officer, employee, Subsidiary, affiliate, agent or other representative of its Affiliates for damages Pubco) in connection with or any equitable relief arising out of this Agreement or the termination thereof, any breach by Pubco giving rise to such termination or the failure of the Transactions to be consummated and (iii) the Company and its Affiliates shall be precluded from any other remedy against such Pubco and its Affiliates, at law or in equity or otherwise, in connection with or arising out of this AgreementAgreement or the termination thereof, any breach by Pubco giving rise to such termination or the failure of the transactions or any matters forming the basis for such termination. Transactions to be consummated. The parties acknowledges that (cx) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 9.03 are an integral part of the transactions contemplated by this AgreementTransactions, and that, (y) without these agreements, the Company and Parent parties would not enter into this Agreement. In the event Agreement and (z) any Termination Fee payable pursuant to this Section 9.03 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results circumstances in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with which such suitamount is payable.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.12If the Merger is not consummated, all fees costs and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein hereby shall be paid by the party incurring such expensesexpense, whether or not provided that nothing contained herein shall limit Parent's rights under Section 8.03(b) hereof. If the Offer Merger is consummated, all costs and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, expenses incurred in connection with this Agreement and the Company transactions contemplated hereby shall be borne by Parent; provided, however, that Parent shall not be required to pay more than an aggregate of $450,000 for the out-of-pocket expenses of the Company and its advisors, including without limitation legal counsel, investment advisors and accountants (but excluding the out-of pocket expenses of the financial printer with respect to the Proxy Statement). (b) In order to induce Parent to enter into this Agreement and to reimburse Parent for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, in the event that (i) the transactions contemplated by this Agreement are not consummated as a result of any fees failure to satisfy the conditions set forth in Sections 7.01(a), 7.02(b) or other payments 7.02(f) of this Agreement or (ii) the Company terminates this Agreement and, at the time of termination, the Board of Directors of the Company has received a Superior Offer and such Superior Offer is accepted by the Company within twelve (12) months after the termination of this Agreement), the 38 Company shall pay Parent an amount equal to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws $1,500,000 (inclusive of out-of-pocket expenses) in connection with the Merger or the other transactions contemplated by this Agreement. (bc) If: In order to induce the Company to enter into this Agreement and to reimburse the Company for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, in the event that (i) (A) the transactions contemplated by this Agreement is validly terminated by are not consummated as a result of any failure to satisfy the conditions set forth in Section 7.03(b) of this Agreement or (ii) Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g)terminates this Agreement and, (B) following the date hereof and prior to at the time of termination, the termination Board of this Agreement, Directors of Parent has received an Acquisition Proposal shall have been publicly announced offer to be acquired by a third party and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) Parent accepts such offer within twelve (12) months after such the termination or of this Agreement), Parent shall pay the Company enters an amount equal to $750,000 (inclusive of out-of-pocket expenses) in connection with the transactions contemplated by this Agreement. (d) In order to induce the Company to enter into this Agreement, in the event that the transactions contemplated by this Agreement are not consummated for reasons other than as a definitive agreement result of any failure to satisfy the conditions set forth in Sections 7.01(a), 7.02(a), 7.02(b), 7.02(c), 7.02(e), 7.02(f), 7.02(g) or 7.02(h) of this Agreement, Parent hereby covenants and agrees that it will not directly or indirectly acquire an entity which manufactures fresh juices within twelve (12) months after such the termination or failure to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence consummate of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.129.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by the Company in accordance with Section 9.1(d)(i); (ii) this Agreement is terminated by Parent or the Company in accordance with Section 9.1(c)(i); or (iii) (x) this Agreement is terminated (A) pursuant to Section 8.1(d9.1(b)(i) (but in the case of a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the third proviso of Section 9.1(b)(i)) or by Parent (B) pursuant to Section 8.1(g9.1(c)(iii) (only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the proviso of Section 9.1(c)(iii)), in the case of clauses (A) or (B), as a result of the failure to satisfy the Minimum Condition, (y) following after the date hereof Agreement Date and prior to such termination, any Person shall have publicly disclosed a bona fide Acquisition Proposal and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced Agreement and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”z) within twelve (12) months after of such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposaltermination, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay have entered into a Specified Agreement with respect to, or shall have consummated a transaction with respect to, an Acquisition Proposal (provided, that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “80%”); then, in any such event under this Section 9.3(b), the Company shall pay, or shall cause to be paid paid, to Parent, in cash at Parent the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: by wire transfer of same day funds to an account designed in writing by Parent (xA) in the case of clause “Section 9.3(b)(i), substantially concurrently with (i)” of and as a condition to) the preceding sentence termination of this Agreement (bit being agreed that if such termination occurs on a day that is not a Business Day, “substantially concurrently” shall mean no later than on the next Business Day), (B) in the case of Section 9.3(b)(ii), within two (2) Business Days after such termination or (C) in the case of Section 9.3(b)(iii), within two (2) Business Days after the consummation execution of the transactions contemplated by such a Specified Agreement in respect of an Acquisition Proposal, (y) Proposal referred to in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) above. Anything to the contrary in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) notwithstanding, the Parties agree that in no event shall the Company be paid by wire transfer of immediately available funds required to an account designated in writing by Parent. For the avoidance of doubt, pay the Termination Fee shall be payable only once and not in duplication even though the on more than one occasion. As used herein, “Termination Fee may be payable under one or more provisions hereofFee” means a cash amount equal to $18,120,000. Subject to Section 8.2(b), in In the event that Parent or its designee shall receive full payment of the Termination Feepursuant to this Section 9.3(b), the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition SubPurchaser, any of their respective Affiliates and Representatives or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition SubPurchaser, any of their respective Affiliates and Representatives (collectively, “Parent Related Parties”) or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company Company, any of its Affiliates or any of its Affiliates Representatives for damages or any equitable relief arising out of of, relating to, or in connection with with, this Agreement, any of the transactions Transactions or any matters forming the basis for such termination; provided, however, that nothing in this Section 9.3(b) shall limit the rights of Parent or Purchaser under Section 10.5(b) or in the case of fraud or Willful Breach. (c) The Parent’s right to receive payment from the Company of the Termination Fee pursuant to Section 9.3(b) (and, if applicable, pursuant to Section 9.3(e)) shall be the sole and exclusive remedy of the Parent Related Parties against the Company and Parent acknowledge any of their respective former, current or future officers, directors, partners, stockholders, optionholders, managers, members, Affiliates or Representatives (collectively, “Company Related Parties”) in any circumstance in which the Termination Fee becomes due and agree payable, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to, arising out of, or in connection with, this Agreement or the Transactions; provided, however, that the agreements contained nothing in this Section 8.3 are an integral part 9.3(c) shall limit the rights of Parent or Purchaser under Section 10.5(b) or in the case of fraud or Willful Breach. For the avoidance of doubt, Parent or Purchaser may seek specific performance to cause the Company to consummate the Transactions in accordance with Section 10.5(b) or the payment of the transactions contemplated Termination Fee pursuant to Section 9.3(b), but in no event shall Parent or Purchaser be entitled to both (i) equitable relief ordering the Company to consummate the Transactions in accordance with Section 10.5(b) and (ii) the payment of the Termination Fee pursuant to Section 9.3(b) and any expense reimbursement pursuant to Section 9.3(e). (d) In the event that: (i) this Agreement is terminated by Parent or the Company in accordance with Section 9.1(b)(i) where all of the Offer Conditions, other than the condition in clause (e) of Annex I (HSR Act) and those conditions that by their nature are to be satisfied at the time that the Offer expires, have been satisfied or waived, then within two (2) Business Days after such termination, Parent shall pay to the Company a non-refundable termination fee, without offset or reduction of any kind, in cash in U.S. dollars by wire transfer of immediately available funds, in an amount equal to $12,080,000 (the “Reverse Termination Fee”). (ii) Each of the Parties to this Agreement expressly acknowledges and agrees that if the Reverse Termination Fee becomes payable by, and is actually paid by, Parent, then such Reverse Termination Fee, together with the Collection Costs, shall be the sole and exclusive remedy of the Company, for damages (including, without limitation, costs and expenses, including attorneys’ fees) against Parent and its Affiliates and its and their representatives in connection with this Agreement, and thatin no event will the Company (or any of its Affiliates) seek to recover any other money damages or seek any other remedy based on a claim in law or equity for any reason in connection with this Agreement; provided, without these agreementshowever, that nothing in this Section 9.3(d) shall limit the rights of the Company under Section 10.5(b) or in the case of fraud or Willful Breach. In no event shall Parent be required to pay the Reverse Termination Fee on more than one occasion. If Parent fails to pay any amount when due pursuant to this Section 9.3, and, in order to obtain the payment, the Company and commences a Legal Proceeding which results in a judgment against Parent, then Parent would not enter into this Agreement. In the event that shall pay the Company shall fail to pay the Termination Fee when dueamount due plus (y) the Company’s reasonable and documented out-of-pocket costs and expenses (including reasonable and documented outside attorneys’ fees) in connection with such Legal Proceeding, Parent shall be entitled to receive together with (z) interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” rate as published in The the Wall Street JournalJournal on the date such payment was required to be made, Eastern Edition, in effect with such interest accruing on such amount from the date such payment was required to be made through the date of such payment was made to the Company (calculated daily clauses (y) and (z) collectively, the “Collection Costs”). Each Party further acknowledges that the Reverse Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Company in the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the basis expectation of a year the consummation of 365 days the Transactions. (e) Each Party acknowledges that the agreements contained in this Section 9.3 are an integral part of the Transactions and the actual number of days elapsedthat, without compounding) and these agreements, the Parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 9.3, and, in order to obtain the event the payment, Parent or Acquisition Sub commences a suit that Legal Proceeding which results in a judgment against the Company for the Termination Fee (or portion thereof)Company, the Company shall pay Parent its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented outside attorneys’ fees and expensesfees) in connection with such suitLegal Proceeding, together with interest on such amount (together with any amounts that remain unpaid under this Section 9.3, including the Termination Fee) at a rate equal the prime rate as published in the Wall Street Journal on the date such payment was required to be made, with such interest accruing on such amount from the date such payment was required to be made through the date such payment was made to Parent or its designee. Each Party further acknowledges that the Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Purchaser in the circumstances in which the Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “; (iii) this Agreement is terminated by Parent pursuant to Section 8.1(d)” through “; or (iii) (x) this Agreement is terminated pursuant to Section 8.1(b) or Section 8.1(e),” , at a time when the condition set forth in Section 7.1 has been satisfied, where the failure of the Offer Acceptance Time to occur prior to the End Date is attributable to the failure of the Minimum Condition to have been satisfied, (y) a Third Party shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and prior to such termination (unless publicly withdrawn or otherwise abandoned prior to such termination) and (z) within twelve (12) months of such termination the Company shall pay or cause have (A) entered into a definitive agreement with respect to be paid to Parent, in cash at an Acquisition Proposal and the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions transaction contemplated by such Acquisition ProposalProposal is subsequently consummated, or (yB) in the case of clause “consummated an Acquisition Proposal (ii)” of the preceding sentence provided that for purposes of this (b), within two (2) Business Days following termination of this Agreement and clause (z) the references to “15%” in the case definition of clause “(iii)Acquisition Proposal” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereofreferences to “50%”), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.;

Expenses; Termination Fee. (a) Except as set forth otherwise provided in this Section 8.3 and Section 6.12Agreement, all fees costs and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by the party incurring such expenses, whether cost or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreementexpense. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent pursuant to Section 8.1(g); (ii) this Agreement is terminated pursuant to Section 8.1(h); (iii) this Agreement is terminated pursuant to Section 8.1(b), and prior to such termination the Excluded Asset Closings have not occurred, or the Company pursuant to Section 8.1(i); or (iv) this Agreement is terminated pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), 8.1(e) and (BA) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been received by the Company or its representatives, is made directly to the Company’s stockholders or is otherwise publicly disclosed or is otherwise communicated to the Company Board, or any Person has publicly announced and an intention (Cwhether or not conditional) the Company consummates to make an Acquisition Proposal and (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”B) within twelve (12) 12 months after the date of such termination or termination, the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposalin respect of, which or consummates, any Acquisition Proposal is subsequently consummated; (ii) provided that for purposes of this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “subsection (iii),, each reference to “20% or more” in the definition of Acquisition Proposal shall be deemed to be references to “more than 50%”); then the Company shall pay or cause to be paid to Parent, in cash at Parent the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Company Termination Fee shall be paid: by wire transfer of same-day funds (x) in the case of clause “(i)” of the preceding sentence of this (bSection 8.3(b)(i) and Section 8.3(b)(iii), within two (2) three Business Days after the consummation of the transactions contemplated by such Acquisition Proposaltermination, (y) in the case of clause “(ii)” of the preceding sentence of this (bSection 8.3(b)(ii), within two (2) Business Days following prior to or concurrently with the termination of this Agreement pursuant to Section 8.1(h) and (z) in the case of clause “(iiiSection 8.3(b)(iv)” , substantially concurrently with the consummation of the preceding sentence Acquisition Proposal. For the avoidance of this (b)doubt, concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due any payment made by the Company under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once with respect to Section 8.3(b) and not in duplication duplication, even though the Termination Fee such payment may be payable under one or more both provisions hereof. Subject to Section 8.2(b), in In the event that Parent shall receive full payment of the Termination Feepursuant to this Section 8.3(b), the receipt of the Company Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Subthe Parent Parties, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer Transactions (and the Merger abandonment thereof) or any matter forming the basis for such termination, the Company shall have no further liability, whether pursuant to a claim at law or in equity, to the Parent Parties or any of their respective Affiliates in connection with this Agreement (and the termination hereof), the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Merger Sub, OP Merger Sub any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding Legal Proceeding against the Company or any of its Subsidiaries or Affiliates for damages or any equitable relief arising out of or in connection with this AgreementAgreement (other than equitable relief to require payment of the Company Termination Fee), any of the transactions Transactions or any matters forming the basis for such termination. (c) The ; provided that if the Company fails to pay the Company Termination Fee and Parent acknowledge and agree that the agreements contained and/or Merger Sub or OP Merger Sub commences a suit which results in this Section 8.3 are an integral part of the transactions contemplated by this Agreementa final, and that, without these agreements, non-appealable judgment against the Company and Parent would not enter into this Agreement. In for the event that Company Termination Fee or any portion thereof, then the Company shall fail to pay Parent, Merger Sub and OP Merger Sub their costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest on the Company Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth otherwise provided in this Section 8.3 and Section 6.127.3, all fees and expenses incurred by the parties hereto shall be borne solely by the party hereto that has incurred such fees and expenses. For the sake of clarity, the cost of preparing printing, and mailing the Proxy Statement and the preliminary proxy statement shall be borne by the Company. (b) In the event that (i) this Agreement is terminated pursuant to Section 7.1(c)(i) or 7.1(d)(i) or (ii) the Termination Fee is due and payable to Parent pursuant to the circumstances described in Section 7.3(c), then the Company shall promptly pay Parent an amount equal to all reasonably documented out-of-pocket fees and expenses incurred by Parent and Merger Sub in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by hereby (not to exceed $1,000,000 in the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreementaggregate). (bc) IfIn the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and thereafter this Agreement is terminated pursuant to Section 7.1(c)(i) or 7.1(d)(i) hereof, and within one (C1) the Company consummates an Acquisition Proposal (with all references to 15% in the definition year of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or termination, the Company enters into a definitive legally binding agreement within twelve (12) months after such termination or series of agreements for the sale of more than 50% of its capital stock or assets to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummatedone or more third parties other than Parent or its Subsidiaries; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); 7.1(d)(ii) or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f7.1(c)(ii), or (iii) the Company terminates or materially breaches this Agreement in order to accept any Takeover Proposal, then the Company shall pay to Parent within one (1) Business Day of such termination (or in the case of each subclause (c)(i) upon the entry of clauses “(isuch agreements or series of agreements)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of equal to $7,712,711 10,500,000 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid payable by wire transfer of immediately available funds to an account designated in writing by Parentsame day funds. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree acknowledges that the agreements contained in this Section 8.3 7.3(c) are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, the Company Parent and Parent Merger Sub would not enter into this Agreement. In the event The fee arrangement contemplated hereby shall be paid pursuant to this Section 7.3(c) regardless of any alleged breach by Parent of its obligations hereunder; provided that no payment made by the Company pursuant to this Section 7.3 shall fail to pay operate or be construed as a waiver by the Termination Fee when dueCompany of any breach of this Agreement by Parent or Merger Sub or of any rights of the Company in respect thereof; and provided further, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee and any reimbursement of expenses due pursuant to Section 7.3(b) hereto, if paid, shall be in lieu of any other damages that could otherwise be recovered by Parent or Merger Sub from the Company arising from such Expenses became due, at a rate equal breach (to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit extent that results in a judgment against the Company has complied with its obligations under Section 5.2 hereof), all of which Parent and Merger Sub hereby irrevocably waive and relinquish in exchange for the right to receive the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and any reimbursement of expenses (including reasonable and documented attorneys’ fees and expensesdue pursuant to Section 7.3(b) in connection with such suithereto.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transaction Expenses shall be paid by the party incurring such expenses, whether or not the Offer and Merger are is consummated. For the avoidance of doubt; provided, however, that Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any share equally all fees or and expenses, other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws than attorneys’ fees, incurred in connection with the Merger filing, printing and mailing of the Offer Documents and any amendments or the other transactions contemplated by this Agreementsupplements thereto. (b) If: If this Agreement is terminated: (i) by the Company pursuant to Section 8.1(f); (Aii) this Agreement is validly terminated by Parent pursuant to Section 8.1(d); or (iii) by Parent or the Company pursuant to Section 8.1(d8.1(c) or Section 8.1(e) or by Parent pursuant to Section 8.1(g), and: (A) any Person shall have publicly disclosed an Acquisition Proposal after the date of this Agreement and prior to such termination (unless withdrawn prior to such termination); and (B) following within 12 months of such termination the date hereof and prior to the time of the termination of this Agreement, Company shall have consummated an Acquisition Proposal or shall have been publicly announced and (C) the Company consummates an entered into a definitive agreement with respect to any Acquisition Proposal that is thereafter consummated (with all references to 15% in the definition of Acquisition Proposal being treated as 50% provided that for purposes of this clause (B) the references to “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then 15%” in the case definition of each of clauses “(i)Acquisition Transaction” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereofreferences to “50%”), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.,

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3(b), all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: If (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d8.1(b), Section 8.1(e) or by Parent pursuant to Section 8.1(g), (B) following after the date hereof of this Agreement and prior to the time of the termination of this Agreement, Agreement an Acquisition Proposal shall have been publicly made, commenced or submitted or announced and not withdrawn prior to the tenth business day prior to such termination, and (C) the Company consummates an or is subject to a Specified Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) Transaction within twelve (12) months 365 days after such termination or the Company enters into or any of its Representatives signs a definitive agreement within twelve (12) months 365 days after such termination to effect an providing for a Specified Acquisition ProposalTransaction, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(d); , or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, sentence a termination nonrefundable fee in the amount of equal to $7,712,711 303 million (the “Termination Fee”). Any Termination Fee shall be paidFee: (x) in the case of clause “(i)” ) of the preceding sentence of this (bSection 8.3(b), within upon the earlier of two (2) Business Days business days after the entry into an agreement with respect to a Specified Acquisition Transaction or concurrent with the consummation of the transactions contemplated by such a Specified Acquisition ProposalTransaction, (y) in the case of clause “(ii)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days business days following termination of this Agreement Agreement, and (z) in the case of clause “(iii)” ) of the preceding sentence of this (bSection 8.3(b), concurrently with a termination of this Agreement under Section 8.1(f). . (c) Any Termination Fee due under this Section 8.3(b) 8.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that Accordingly, if the Company shall fail fails promptly to pay the Termination Fee when dueany amount due pursuant to this Section 8.3, and, in order to obtain such payment, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof)Fee, the Company shall pay to Parent its reasonable and documented costs and expenses (including reasonable and documented invoiced attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the Termination Fee from the date such payment was required until the date of payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.129.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by the Company in accordance with Section 9.1(d)(i); (ii) this Agreement is terminated by Parent or the Company in accordance with Section 9.1(c)(i); or (iii) (x) this Agreement is terminated pursuant to Section 8.1(d9.1(b)(i) or (but in the case of a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the third proviso of Section 8.1(g9.1(b)(i)) as a result of the failure to satisfy the Minimum Condition, (By) following after the date hereof Agreement Date and prior to such termination, any Person shall have publicly disclosed a bona fide Acquisition Proposal and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced Agreement and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”z) within twelve (12) months after of such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposaltermination, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay have consummated an Acquisition Proposal (provided, that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “80%”); then, in any such event under this Section 9.3(b), the Company shall pay, or shall cause to be paid paid, to Parent, in cash at Parent the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: by wire transfer of same day funds to an account designed in writing by Parent (xA) in the case of clause “(iSection 9.3(b)(i)” of , substantially concurrently with the preceding sentence termination of this Agreement (bit being agreed that if such termination occurs on a day that is not a Business Day, “substantially concurrently” shall mean no later than on the next Business Day), (B) in the case of Section 9.3(b)(ii), within two (2) Business Days after such termination or (C) in the case of Section 9.3(b)(iii), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) Proposal referred to in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) above. Anything to the contrary in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) notwithstanding, the Parties agree that in no event shall the Company be paid by wire transfer of immediately available funds required to an account designated in writing by Parent. For the avoidance of doubt, pay the Termination Fee shall be payable only once and not in duplication even though the on more than one occasion. As used herein, “Termination Fee may be payable under one or more provisions hereofFee” means a cash amount equal to $18,000,000. Subject to Section 8.2(b), in In the event that Parent or its designee shall receive full payment of the Termination Feepursuant to this Section 9.3(b), the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition SubPurchaser, any of their respective Affiliates and Representatives or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition SubPurchaser, any of their respective Affiliates and Representatives (collectively, “Parent Related Parties”) or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company Company, any of its Affiliates or any of its Affiliates for damages or any equitable relief Representatives arising out of of, relating to, or in connection with with, this Agreement, any of the transactions Transactions or any matters forming the basis for such termination; provided, however, that nothing in this Section 9.3(b) shall limit the rights of Parent or Purchaser under Section 10.5(b) or in the case of Willful Breach. (c) The Parent’s right to receive payment from the Company of the Termination Fee pursuant to Section 9.3(b) shall be the sole and exclusive remedy of the Parent Related Parties against the Company and any of their respective former, current or future officers, directors, partners, stockholders, optionholders, managers, members, Affiliates or Representatives (collectively, “Company Related Parties”) in any circumstance in which the Termination Fee becomes due and payable, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to, arising out of, or in connection with, this Agreement or the Transactions; provided, however, that nothing in this Section 9.3(c) shall limit the rights of Parent acknowledge or Purchaser under Section 10.5(b) or in the case of Willful Breach. For the avoidance of doubt, Parent or Purchaser may seek specific performance to cause the Company to consummate the Transactions in accordance with Section 10.5(b) or the payment of the Termination Fee pursuant to Section 9.3(b), but in no event shall Parent or Purchaser be entitled to both (i) equitable relief ordering the Company to consummate the Transactions in accordance with Section 10.5(b) and agree (ii) the payment of the Termination Fee pursuant to Section 9.3(b). (d) Each Party acknowledges that the agreements contained in this Section 8.3 9.3 are an integral part of the transactions contemplated by this Agreement, Transactions and that, without these agreements, the Company and Parent Parties would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date Each Party further acknowledges that the Termination Fee or such Expenses became dueis not a penalty, at but rather is liquidated damages in a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days reasonable amount that will compensate Parent and the actual number of days elapsed, without compounding) and Purchaser in the event the Parent or Acquisition Sub commences a suit that results circumstances in a judgment against the Company for which the Termination Fee (or portion thereof), is payable for the Company shall pay Parent its reasonable efforts and documented costs resources expended and expenses (including reasonable opportunities foregone while negotiating this Agreement and documented attorneys’ fees in reliance on this Agreement and expenses) in connection with such suiton the expectation of the consummation of the Transactions.

Expenses; Termination Fee. (a) Except as set forth otherwise provided in this Section 8.3 and Section 6.127.3, all fees and expenses incurred by the parties hereto shall be borne solely by the party hereto that has incurred such fees and expenses. For the sake of clarity, the cost of preparing printing, and mailing the Proxy Statement shall be borne by the Company. (b) In the event that (i) this Agreement is terminated pursuant to Section 7.1(c)(i) or 7.1(d)(i) or (ii) the Termination Fee is due and payable to Parent pursuant to the circumstances described in Section 7.3(c), then the Company shall promptly pay Parent an amount equal to all reasonably documented out-of-pocket fees and expenses incurred by Parent and Merger Sub in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by hereby (not to exceed $1,000,000 in the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreementaggregate). (bc) IfIn the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition a Takeover Proposal shall have been made known to the Company or shall have been made directly to its shareholders generally or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (Cthereafter this Agreement is terminated pursuant to Section 7.1(c)(i) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”or 7.1(d)(i) hereof, and within twelve (12) months after of such termination or termination, the Company enters into an agreement or a definitive agreement within twelve (12) months after such termination series of agreements for the sale of more than 50% of its capital stock or assets to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummatedone or more third parties other than Parent or its Subsidiaries; or (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); 7.1(d)(ii) or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f7.1(c)(ii) or (iii) the Company breaches, in any material respect, the provisions contained in either Section 1.5 (Shareholders’ Meeting; Proxy Statement) or Section 5.2 (No Solicitation), in order to accept a Takeover Proposal, then the Company shall pay to Parent within one (1) Business Day of the termination of the Agreement (or in the case of each subclause (c)(i) or (c)(iii) upon the entry of clauses “(isuch agreements or series of agreements or acceptance of a Takeover Proposal, respectively)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of equal to $7,712,711 7,500,000 (the “Termination Fee”), payable by wire transfer of same day funds. Any Termination Fee shall be paid: (xThe Company acknowledges that the agreements contained in this Section 7.3(c) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation are an integral part of the transactions contemplated by such Acquisition Proposalthis Agreement and that, (ywithout these agreements, Parent and Merger Sub would not enter into this Agreement. The fee arrangement contemplated hereby shall be paid pursuant to this Section 7.3(c) in regardless of any alleged breach by Parent of its obligations hereunder; provided that no payment made by the case Company pursuant to this Section 7.3 shall operate or be construed as a waiver by the Company of clause “(ii)” any breach of this Agreement by Parent or Merger Sub or of any rights of the preceding sentence Company in respect thereof or as a waiver by Parent or Merger Sub of any breach of this (b)Agreement by the Company or of any rights of Parent or Merger Sub in respect thereof; and provided further, within two (2that the Termination Fee and any reimbursement of expenses due pursuant to Section 7.3(b) Business Days following hereof, if paid, shall be credited against any damages recovered by Parent or Merger Sub from the Company arising from such breach. Notwithstanding Section 7.2 or any other provision of this Agreement, payment of the fees and expenses described in this Section 7.3 shall constitute the sole and exclusive remedy of Parent and Merger Sub in connection with any termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated circumstances in writing by Parent. For the avoidance of doubt, which the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereofbecomes payable. Subject to Section 8.2(b), in In the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any other claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d); or (iii) (x) this Agreement is terminated pursuant to Section 8.1(b), then Section 8.1(e) or Section 8.1(g) (but only if at such time Parent would not be prohibited from terminating this Agreement pursuant to Section 8.1(g)), (y) any Person shall have publicly disclosed a bona fide Acquisition Proposal (or, in the case of each of clauses “(iSection 8.1(g)” through “(iii),” , any Acquisition Proposal shall been communicated to the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (xBoard) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by date hereof and prior to such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) within twelve (12) months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to any Acquisition Proposal that is subsequently consummated (provided that for purposes of this clause (z) the references to “20%” in the case definition of clause “(iii)Acquisition Proposal” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereofreferences to “50%”), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.;

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For In furtherance of the avoidance of doubtforegoing, (i) Parent shall pay all filing fees payable for filings required or otherwise made pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other Transactions, if any, and (ii) except as expressly provided in Section 3.6(f), all transfer, documentary, sales, use, stamp, registration, value-added and other similar Taxes and fees incurred in connection with the Offer, the Merger ​ or the other Transactions shall be paid by Parent or Merger Sub when due. Notwithstanding the foregoing, in the event that the Offer does not close by the End Date and Parent or the Company elects to terminate this Agreement in accordance with Section 8.1(b) (provided, that at the time of such termination, all of the Offer Conditions set forth in Annex I have been satisfied, other than (x) those Offer Conditions that by their nature are to be satisfied at the Acceptance Time and (y) the Minimum Condition), then the Company shall reimburse Parent for its reasonable fees and expenses in an amount in cash equal to the lesser of (i) $600,000 and (ii) the reasonable and documented out-of-pocket fees and expenses (including all such fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by Parent, Merger Sub, or their respective Affiliates or on behalf of any of the foregoing in connection with the this Agreement, the Offer, the Merger, or any related transactions contemplated by this AgreementAgreement (the “Expenses”). (b) IfIf this Agreement is terminated: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e) (Change in Recommendation); or (iiiii) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(g) (Alternative Acquisition Agreement), then in the case of each of clauses “(i) and (ii)” through “(iii),” , the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 4,500,000 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” ) of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days following termination of this Agreement and (zy) in the case of clause “(iii)” ii) of the of the preceding sentence of this (bSection 8.3(b), no later than substantially concurrently with a the termination of this Agreement under Section 8.1(g) (or no later than on the next Business Day if such termination occurs on a day that is not a Business Day). (c) If this Agreement is terminated: (i) by Parent pursuant to Section 8.1(f) (Termination Upon Company Breach). ; or (ii) by the Company or Parent pursuant to Section 8.1(b) (Termination Upon End Date) hereof (provided, that in either case, at the time of such termination, the Minimum Condition is not satisfied and, with respect to any termination by the Company pursuant to Section 8.1(b) (Termination Upon End Date), the right to terminate this Agreement pursuant to Section 8.1(b) (Termination Upon End Date) was then available to Parent) and, in the case of clauses (i) and (ii) immediately above, (A) prior to such termination, an Acquisition Proposal shall have been publicly disclosed or otherwise made or communicated to the Company or the Company Board, and (B) within twelve (12) months following the date of such termination of this Agreement the Company shall have entered into a definitive agreement with respect to any Acquisition Proposal, or any Acquisition Proposal shall have been announced or consummated (in each case, whether or not such Acquisition Proposal is the same as the original Acquisition Proposal made, communicated, or publicly disclosed), then in any such event the Company shall pay to Parent (by wire transfer of immediately available funds), immediately prior to and as a condition to consummating such transaction, the Termination Fee (it being understood for all purposes of this Section 8.3(c), all references in the definition of Acquisition Proposal to “15%” shall be deemed to be references to “50%”). (d) Any Termination Fee or Expenses, as applicable, due under this Section 8.3(b) 8.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the The Termination Fee and the Expenses shall be payable only once with respect to this Section 8.3 and not in duplication duplication, even though the Termination Fee and the Expenses may be payable under one or more provisions hereof. Subject to Section 8.2(b), in In the event that Parent shall receive full become entitled ​ to payment of the Termination Fee, Fee or the Expenses the receipt of the Termination Fee or the Expenses, as applicable, shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, Merger Sub or any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and the Company shall have no further liability, whether pursuant to a claim in law or in equity, to Parent, Merger Sub or any of their respective Affiliates or any other Person, and none of Parent, Acquisition Sub, Merger Sub or any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Subsidiaries or Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions Transactions, or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement. Notwithstanding any other provision herein, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Expenses are paid to Parent or Acquisition Sub commences a suit that results in a judgment against the Company for pursuant to Section 8.3(a), and following such payment the Termination Fee (or portion thereofbecomes payable to Parent pursuant to Section 8.3(c), such Termination Fee shall be reduced by the Company shall pay amount of Expenses previously paid to Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitpursuant to Section 8.3(a).

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(e), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(c); or or (iii) (x) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(d), then (y) any Person shall have publicly disclosed an Acquisition Proposal after the date hereof and prior to such termination (unless publicly withdrawn prior to such termination) and (z) within twelve (12) months of such termination the Company shall have (A) entered into a definitive agreement with respect to any Acquisition Proposal or recommended any Acquisition Proposal to its stockholders, and in each case such proposal is thereafter consummated, regardless of whether such consummation occurs within such twelve (12) month period) or (B) consummated any Acquisition Proposal (provided that for purposes of this clause (z) the references to “20%” in the case definition of each of clauses “Acquisition Proposal” shall be deemed to be references to “50%”); then, in any such event under clause “(i)”, “(ii)” through or “(iii),” of this Section 8.3(b), the Company shall pay to Parent or cause to be paid to Parent, in cash at its designee the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: by wire transfer of same day funds (x) in the case of clause “(i)” of the preceding sentence of this (bSection 8.3(b)(i), within two (2) Business Days after concurrently with the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.execution

Expenses; Termination Fee. (a) Except as otherwise set forth in this Section 8.3 and Section 6.12Agreement, all fees and expenses incurred in connection with this Agreement and the OfferAgreement, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are is consummated. For the avoidance of doubt, Parent shall pay all filing fees payable for filings required or otherwise made pursuant to the HSR Act or any other Antitrust LawsLaw or Foreign Investment Law, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws Law or Foreign Investment Law in connection with the Merger or the other transactions contemplated by this AgreementTransactions. (b) If: (i) (A) this Agreement is validly terminated by Parent pursuant to Section 7.1(g) (Company Breach of Agreement) or by either Parent or the Company pursuant to Section 8.1(d7.1(b) (Failure of Effective Time to Occur before End Date) or by Parent pursuant Section 7.1(d) (Failure to Section 8.1(gObtain Company Stockholder Approval), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal or Acquisition Inquiry shall have been publicly announced and not publicly withdrawn (x) prior to such termination in the case of termination pursuant to Section 7.1(g) (Company Breach of Agreement) or Section 7.1(b) (Failure of Merger to Occur before End Date) or (y) at least three (3) Business Days prior to the Company Stockholders Meeting in the case of termination pursuant to Section 7.1(d) (Failure to Obtain Company Stockholder Approval), and (C) the Company consummates an such Acquisition Proposal (with all references to 15% twenty percent (20%) in the definition of Acquisition Proposal being treated as fifty percent (50% %) for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination with respect to effect an Acquisition Proposal, which such Acquisition Proposal (regardless of when or whether such transaction is subsequently consummated); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e7.1(e) (Change in Recommendation); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f7.1(f) (Superior Proposal), then in the case of each of clauses “(i)” ) through “(iii),” , the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 8,400,000 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” ) of the preceding sentence of this Section 7.3(b), on the same day as the earlier of any consummation of, or entry into a definitive agreement with respect to, the transactions contemplated by such Acquisition Proposal (bor no later than the next Business Day if such event occurs on a day that is not a Business Day), (y) in the case of clause (ii) of the preceding sentence of this Section 7.3(b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” ) of the preceding sentence of this (bSection 7.3(b), immediately prior to or concurrently with a such termination of this Agreement under Section 8.1(f(or no later than on the next Business Day if such termination occurs on a day that is not a Business Day). Any Termination Fee due under this Section 8.3(b7.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), In circumstances in the event that Parent shall receive full payment of the Termination Fee, the receipt of which the Termination Fee is owing and is actually paid in accordance with this Section 7.3, Parent’s right to receive the Termination Fee from the Company pursuant to this Section 7.3(b) together with any related interest payable pursuant to Section 7.3(c) shall be deemed to be liquidated damages constitute the sole and exclusive remedies (including for damages) of Parent against the Company and its Affiliates, Representatives, successors and assigns for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, Merger Sub or any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, termination or as a result of the failure of the other Transactions to be consummated or for any breach or failure to perform hereunder and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or its Subsidiaries, Representatives, successors or assigns will have any of its Affiliates for damages further liability or any equitable relief obligation relating to or arising out of or in connection with this Agreement, any of Agreement or the transactions Transactions or any matters forming the basis for such termination; provided, however, that the Company shall remain obligated in accordance with the terms of the Confidentiality Agreement and the Company shall remain obligated pursuant to this Section 7.3 and the last sentence of Section 5.5. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 7.3 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and ExpensesFee, commencing on the date that the Termination Fee or such Expenses Fee, as applicable, became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth otherwise specified in this Section 8.3 and Section 6.128.2 or agreed in writing by the parties, all fees out-of-pocket costs and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein hereby shall be paid by the party incurring such expensescost or expense, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws except that those expenses incurred in connection with the Merger or printing and mailing of the other transactions contemplated Proxy Statement and the Registration Statement, as well as the filing fee related thereto, shall be shared equally by this AgreementACT and ICH. (b) If: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) If this Agreement is terminated by Parent pursuant to Section 8.1(eSections 8.1(c); , 8.1(e)(i), 8.1(e)(ii), 8.1(e)(iii) or (iii) 8.1(f)(iv), and if ACT is not entitled to terminate this Agreement is terminated by the Company pursuant to Section 8.1(freason of Sections 8.1(b), then in the case of each of clauses “(i8.1(d)” through “(iii, 8.1(f)(i),” the Company shall pay , 8.1(f)(ii) or cause to be paid to Parent8.1(f)(iii), then, in cash at the time specified addition to any other rights or remedies that may be available, ACT shall promptly (and in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), any event within two business days of receipt by ACT of written notice from ICH) pay to ICH (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, ICH) the Termination Fee and the Termination Expenses (as each such term is defined below). No termination of this Agreement pursuant to this Section 8.2 (b) shall be payable only once and not in duplication even though effective until receipt by ICH of the Termination Fee and the Termination Expenses. (c) If this Agreement terminated pursuant to Sections 8.1(d), 8.1(f)(i), 8.1(f)(ii), 8.1(f)(iii) or 8.1(e)(iv), and if ICH is not entitled to terminate this Agreement by reason of Sections 8.1(b), 8.1(c), 8.1(e)(i), 8.1(e)(ii) or 8.1(e)(iii), then, in addition to any other rights or remedies that may be payable under one or more provisions hereofavailable, ICH shall promptly (and in any event within two business days of receipt by ICH of written notice from ACT) pay to ACT (by wire transfer of immediately available funds to an account designated by ACT) the Termination Fee and the Termination Expenses. Subject No termination of this Agreement pursuant to this Section 8.2(b), in the event that Parent 8.2 (c) shall receive full payment be effective until receipt by ACT of the Termination Fee, Fee and the receipt Termination Expenses. (d) The payment of the Termination Fee shall be deemed to be compensation and liquidated damages for any the loss suffered by ACT or ICH, as the case may be, as the result of the failure of the Merger to be consummated and all losses or to avoid the difficulty of determining damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or under the circumstances and neither ACT nor ICH shall have any other Person liability to the other, other than as specified in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such terminationSection 8.2. (ce) As used herein: (i) The Company "Termination Fee" shall be an amount equal to the lesser of (x) $5,000,000 (the "Base Amount") and Parent acknowledge (y) the sum of (A) the maximum amount that can be paid to ICH or ACT without causing it to fail to meet the requirements of Sections 856(c) (2) and agree (3) of the Code determined as if the payment of such amount did not constitute income described in Sections 856(c) (2) (A)-(H) and 856(c) (3) (A)-(I) of the Code ("Qualifying Income"), as determined by independent accountants to ICH or ACT, as the case may be, and (B) in the event that ICH or ACT, as the case may be, receives an opinion from outside counsel (the "Termination Tax Opinion") to the effect that receipt of the Base Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c) (2) and (3) of the Code (the "REIT Requirements") or that the agreements contained in this Section 8.3 are an integral part receipt of the transactions contemplated by this Agreement, remaining balance of the Base Amount following the receipt of and that, without these agreementspursuant to such opinion would not be deemed constructively received prior thereto, the Company and Parent would not enter into Base Amount less the amount payable under clause (A) above. A party's obligation to pay any unpaid portion of the Termination Fee shall terminate five years from the date of this Agreement. In the event that ICH or ACT, as the Company case may be, is not able to receive the full Base Amount, the other party shall place the unpaid amount in escrow and shall not release any portion thereof unless and until ICH or ACT, as the case may be, receives any one or combination of the following: (i) a letter from its independent accountants indicating the maximum amount that can be paid at that time without causing it to fail to meet the REIT Requirements or (ii) a Termination Tax Opinion, in which event ICH or ACT, as the case may be, shall pay to the other party the lesser of the unpaid Base Amount or the maximum amount stated in the letter referred to in (i) above or, as applicable, the Termination Fee when due, Parent Tax Opinion. (ii) The "Termination Expenses" shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate an amount equal to the “prime rate” as published lesser of (x) out-of-pocket expenses incurred by the recipient thereof in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days connection with this Agreement and the actual number of days elapsedtransactions contemplated hereby (including, without compounding) limitation, all attorneys', accountants' and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ investment bankers' fees and expenses) but in connection with no event in an amount greater than $250,000 (the "Expense Fee Base Amount") and (y) the sum of (A) the maximum amount that can be paid to ICH or ACT, as the case may be, without causing it to fail to meet the requirements of Sections 856(c) (2) and (3) of the Code determined as if the payment of such suitamount did not constitute Qualifying Income, as determined by independent accountants to ICH or ACT, as the case may be, and (B) in the event ICH or ACT, as the case may be, receives a Termination Tax Opinion to the effect that the receipt by ICH or ACT, as the case may be, of the Expense Fee Base Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of the REIT Requirements or that receipt by ICH or ACT, as the case may be, of the remaining balance of the Expense Fee Base Amount following the receipt of and pursuant to such opinion would not be deemed constructively received prior thereto, the Expense Fee Base Amount less the amount payable under clause (A) above. In the event that ICH or ACT, as the case may be, is not able to receive the full Expense Fee Base Amount, such party shall place the unpaid amount in escrow and shall not release any portion thereof to the other party unless and until ICH or ACT, as the case may be, receives any one or combination of the following: (i) a letter from its independent accountants indicating the maximum amount that can be paid at that time without causing it to fail to meet the REIT Requirements or (ii) a Termination Tax Opinion, in which event ICH or ACT, as the case may be, shall pay to the other party the lesser of the unpaid Expense Fee Base Amount or the maximum amount stated in the letter referred to in the immediately preceding clause (i) above or, as applicable, the Termination Tax Opinion.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.129.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by the Company in accordance with Section 9.1(d)(i); (ii) this Agreement is terminated by Parent or the Company in accordance with Section 9.1(c)(i); or (iii) (x) this Agreement is terminated pursuant to Section 8.1(d9.1(b)(i) or (but in the case of a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the second proviso of Section 8.1(g9.1(b)(i)) as a result of the failure to satisfy the Minimum Condition, (By) following after the date hereof Agreement Date and prior to such termination, any Person shall have publicly disclosed a bona fide Acquisition Proposal and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced Agreement and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”z) within twelve (12) months after of such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposaltermination, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parenthave consummated an Acquisition Proposal (provided, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence that for purposes of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) the references to “a material portion” and “10% or more” in the case definition of clause “(iii)Acquisition Proposal” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses references to “51% or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereofmore”), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.;

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3(b), all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: If (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d8.1(b) or by Parent pursuant to Section 8.1(g8.1(f), (B) following after the date hereof of this Agreement and at or prior to the time of the termination of this Agreement, Agreement an Acquisition Proposal Proposal, shall have been publicly made, commenced or submitted or announced and not withdrawn, and (C) the Company consummates an or is subject to a Specified Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) Transaction within twelve (12) months 365 days after such termination or the Company enters into or any of its Representatives signs a definitive agreement within twelve (12) months 365 days after such termination to effect an providing for a Specified Acquisition ProposalTransaction, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); 8.1(d) or Section 8.1(h)(ii) or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(g), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, sentence a termination nonrefundable fee in the amount of equal to $7,712,711 40 million (the “Termination Fee”). Any Termination Fee shall be paidpaid as follows: (x) in the case of clause “(i)” b)(i) of the preceding sentence of this (bSection 8.3(b), within upon the earlier of two (2) Business Days business days after the entry into an agreement with respect to a Specified Acquisition Transaction or concurrent with the consummation of the transactions contemplated by such a Specified Acquisition Proposal, Transaction and (y) in the case of clause “(ii)” b)(ii) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days business days following termination of this Agreement Agreement, and (z) in the case of clause “(iii)” b)(iii) of the preceding sentence of this (bSection 8.3(b), concurrently with a termination of this Agreement under Section 8.1(f)8.1(g) as therein provided as a condition to the effectiveness of such termination. Any Termination Fee due under this Section 8.3(b) 8.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 8.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that Accordingly, if the Company shall fail fails promptly to pay the Termination Fee when dueany amount due pursuant to this Section 8.3(b), and, in order to obtain such payment, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof)Fee, the Company shall pay to Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the Termination Fee from the date such payment was required until the date of payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(e), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(c); or or (iii) (A) (x) this Agreement is terminated by the Company pursuant to Section 8.1(f), then 8.1(d) (but in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in by the amount of $7,712,711 (Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the “Termination Fee”proviso to Section 8.1(d). Any Termination Fee shall be paid: (x) , and in the case of clause “(i)” a termination by either Parent or the Company, provided that at the time of any such termination, the preceding sentence of this (bRegulatory Conditions are satisfied and the Minimum Condition is not satisfied), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, or (y) Section 8.1(f) as a result of a breach by the Company of any of its covenants or obligations under this Agreement, (B) Acquisition Proposal shall have been made by any Person or shall have been communicated to the Company, the Company Board or any of their Representatives (provided that, in the case of clause “(ii)” a subsequent termination of the preceding sentence of this type described in clause (b)A)(x) above, within two (2such Acquisition Proposal shall have been publicly made or shall have become publicly known) Business Days following termination after the date of this Agreement and prior to such termination and (C) within 12 months of such termination the Company or a Subsidiary of the Company enters into a definitive agreement with respect to an Acquisition Proposal that is subsequently consummated (before or after the expiration of such 12-month period) or consummates an Acquisition Proposal (provided that for purposes of this clause (z) the references to “20%” and “80%” in the case definition of clause “(iii)Acquisition Proposal” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereofreferences to “50%”), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.;

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d); or (iii) (x) this Agreement is terminated pursuant to Section 8.1(b) or Sections 8.1(e) or 8.1(g), then (y) a bona fide Acquisition Proposal shall have been made directly to the stockholders of the Company generally, any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal or an Acquisition Proposal shall have otherwise become publicly known and prior to such termination (unless publicly withdrawn prior to such termination) and (z) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or consummated an Acquisition Proposal (provided that for purposes of this clause (z) the references to “15%” in the case definition of each of clauses “Acquisition Proposal” shall be deemed to be references to “100%”); then, in any such event under clause “(i)”, “(ii)” through or “(iii),” of this Section 8.3(b), the Company shall pay to Parent or cause to be paid to Parent, in cash at its designee the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: by wire transfer of same day funds (x) in the case of clause “(i)” of the preceding sentence of this (bSection 8.3(b)(i), within two on the date that the Specified Agreement is executed (2) Business Days after or if the consummation of Specified Agreement is executed on a day that is not a business day, the transactions contemplated by such Acquisition Proposalnext business day), (y) in the case of clause “(ii)” of the preceding sentence of this (bSection 8.3(b)(ii), within two (2) Business Days following business days after such termination of this Agreement and or (z) in the case of clause “Section 8.3(b)(iii), within two (iii)” 2) business days after the consummation of the preceding sentence of this Acquisition Proposal referred to in subclause (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(biii)(z) shall be paid by wire transfer of immediately available funds to an account designated above; it being understood that in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.no event

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d8.1(b) or by Parent pursuant to Section 8.1(g8.1(d), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced announced, made or delivered to the Company and (C) the Company consummates an Acquisition Proposal (with all references to 1520% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) (whether or not the same Acquisition Proposal) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal (whether or not the same Acquisition Proposal, which Acquisition Proposal is subsequently consummated); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), or (iv) if the Company willfully or materially breaches its obligations under Section 6.2, then in the case of each of clauses “(i)” through “(iiiiv),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 5,580,000 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (bSection 8.1(b), within two (2) Business Days after upon the earlier of entry into the agreement for, or the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (bSection 8.1(b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (bSection 8.1(b), concurrently with a termination of this Agreement under Section 8.1(f) (or no later than on the next Business Day if such termination occurs on a day that is not a Business Day). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in In the event that Parent shall receive full become entitled to payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. Each of the parties acknowledges that the agreements contained in this Section 8.3 are an integral part of the Transactions and that the Termination Fee is not a penalty, but rather is a reasonable amount that shall compensate Parent and Merger Sub in the circumstances in which such payment 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, which amount would otherwise be impossible to calculate with precision. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and ExpensesFee, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compoundingcompounded monthly) and in the event the Parent or Acquisition Merger Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.12, all All fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity except as set forth in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this AgreementSection 8.3(b) below. (b) If: The Company shall pay to Parent or its designee the Termination Fee in the event of the following: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(e), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(d); or or (iii) (x) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Parent pursuant to Section 8.1(f), then in (y) at the case time of each of clauses “termination, (i)” through “(iii),” 1) the Company shall pay not have been entitled to terminate this Agreement pursuant to Section 8.1(i) and (2) any Person shall have publicly made, proposed or cause communicated (or shall have otherwise made publicly known) a bona fide Acquisition Proposal after the date of this Agreement and prior to such termination (unless publicly withdrawn or abandoned prior to such termination) and (z) within twelve (12) months of such termination, the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or consummated an Acquisition Proposal. For the purpose of clause (z), the definitive Acquisition Proposal entered into within twelve (12) months of the termination must be subsequently consummated to trigger the payment of Termination Fee under this Section 8.3(b)(iii). In addition, for the purpose of clause (z), the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be paid references to Parent“50 %”. (c) In the event that (i) the Company shall terminate this Agreement pursuant to Section 8.1(g), in cash Section 8.1(h) or Section 8.1(i) or (ii) Parent shall terminate this Agreement pursuant to Section 8.1(b) and at such time the time specified in Company could have terminated this Agreement pursuant to Section 8.1(g), Section 8.1(h) or Section 8.1(i), then Parent shall pay to the next sentence, Company a termination fee in the amount of $7,712,711 30,000,000 in cash (the “Parent Termination Fee”). . (i) Any Termination Fee shall be paid: (x) in payable by the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under Company pursuant to this Section 8.3(b) shall be paid to Parent or its designee by wire transfer of immediately available same-day funds as follows: (A) in the case of Section 8.3(b)(i), concurrently with such termination; (B) in the case of Section 8.3(b)(ii), within three (3) business days after such termination; or (C) in the case of Section 8.3(b)(iii), on the date of consummation of the Acquisition Proposal referred to an account designated in writing by ParentSection 8.3(b)(iii)(z) above. For In no event shall the avoidance of doubt, Company be required to pay the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under on more than one or more provisions hereofoccasion. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt Payment of the Termination Fee pursuant to Section 8.3(b) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition SubPurchaser, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereofof this Agreement), the Offer and the Merger Transactions (and the abandonment thereofof the Transactions) or any matter forming the basis for such termination, and none . None of Parent, Acquisition Sub, any of their respective Affiliates the Parent Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding Legal Proceeding against the any Company or any of its Affiliates for damages or any equitable relief Related Party arising out of or in connection with this Agreement, any of the transactions Transactions or any matters forming the basis for such termination, except (1) Legal Proceedings to enforce the Company’s obligation to pay the Termination Fee if payable in accordance with Section 8.3(b), (2) Parent’s and Purchaser’s right to pursue specific performance as provided in Section 9.5(c) prior to the termination of this Agreement, and (3) if the Termination Fee has not been paid, is not then payable or Parent elects, in its sole discretion, not to receive payment of the Termination Fee (and refunds the full amount of any Termination Fee previously received by Parent), subject to Section 8.3(e), any Legal Proceeding against (A) the Company for Fraud or Willful Breach of this Agreement, or (B) each Holder to the extent expressly provided for in the Tender and Support Agreement. (cii) Any Parent Termination Fee payable by Parent pursuant to Section 8.3(c) shall be paid to the Company by wire transfer of same-day funds as follows (A) in the case of Section 8.3(c)(i), within three (3) business days after such termination, and (B) in the case of Section 8.3(c)(ii), concurrently with such termination. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Payment of the Parent Termination Fee pursuant to Section 8.3(c) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Company, any of its Affiliates or any other Person in connection with this Agreement (and the termination of this Agreement), the Transactions (and the abandonment of the Transactions) or any matter forming the basis for such termination. None of the Company Related Parties or any other Person shall be entitled to bring or maintain any Legal Proceeding against any Parent Related Party arising out of or in connection with this Agreement, any of the Transactions or any matters forming the basis for such termination, except (1) Legal Proceedings to enforce Parent’s obligation to pay the Parent Termination Fee if payable in accordance with Section 8.3(c), (2) the Company’s right to pursue specific performance as provided in (but subject to the limitations of) Section 9.5(c) prior to the termination of this Agreement, and (3) if the Parent Termination Fee has not been paid, is not then payable, or the Company elects, in its sole discretion, not to receive payment of the Parent Termination Fee (and refunds the full amount of any Parent Termination Fee previously received by the Company), subject to Section 8.3(e), any Legal Proceeding against (A) Parent or Purchaser for Fraud or Willful Breach of this Agreement, (B) the Guarantors to the extent expressly provided for in the Equity Financing Commitment, or (C) the Guarantors to the extent expressly provided for in the Limited Guarantee. (i) Subject in all respects to Section 9.5(c) and Section 8.3(f), (A)(1) in the event the Termination Fee is paid to Parent or is payable pursuant to Section 8.3(b) (but excluding any instance in which Parent elects, in its sole discretion, not to receive payment of the Termination Fee and refunds the full amount of any Termination Fee previously received by Parent) payment of the Termination Fee plus the Enforcement Expenses shall be the sole and exclusive remedy of the Parent Related Parties against the Company and the Company Related Parties for any loss suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise relating to or arising out of this Agreement or the Transactions, and (2) upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, whether at law, in contract, in tort or otherwise, and (B)(1) in the event the Parent Termination Fee is paid to the Company or is payable pursuant to Section 8.3(c) (but excluding any instance in which the Company elects, in its sole discretion, not to receive payment of the Parent Termination Fee and refunds the full amount of any Parent Termination Fee previously received by the Company), payment of the Parent Termination Fee, plus the Reimbursement and Indemnification Obligations, the Enforcement Expenses and the Guarantee Expenses (as defined in the Limited Guarantee) shall be the sole and exclusive remedy of the Company Related Parties against Parent and the Parent Related Parties for any loss suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise relating to or arising out of this Agreement or the Transactions, and (2) upon payment of such amount, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, whether at law, in contract, in tort or otherwise. Nothing in this Agreement will limit in any way the remedies of the Company under the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement or any other document, instrument or agreement entered in connection herewith, including the Financing Commitments and the Limited Guarantee, subject to Section 9.05(c), the maximum aggregate liability of the Parent Related Parties under this Agreement or any other document, instrument or agreement entered in connection herewith, including the Financing Commitments and the Limited Guarantee, collectively (including monetary damages for fraud or breach, whether willful, material, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance), or in connection with the failure of the transactions contemplated hereby or thereby (including the Financing) to be consummated, or in respect of any representation made or alleged to have been made in connection herewith or therewith, whether in equity or at law, in Contract, in tort or otherwise, together with any payment of the Parent Termination Fee and any other payment in connection with this Agreement or any other document, instrument or agreement entered in connection herewith, including the Financing Commitments and the Limited Guarantee, or otherwise, shall not exceed under any circumstances the sum of $32,500,000 (such sum, the “Parent Maximum Liability Amount”), and in no event shall any Company Related Party or any of their respective Representatives seek, directly or indirectly, to recover against the Parent Related Parties, or compel payment by the Parent Related Parties of, any damages or other payments whatsoever (including multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Maximum Liability Amount. Notwithstanding anything to the contrary in this Agreement or any other document, instrument or agreement entered in connection herewith, subject to Section 9.05(c), the maximum aggregate liability of the Company Related Parties under this Agreement or any other document, instrument or agreement entered in connection herewith, collectively (including monetary damages for fraud or breach, whether willful, material, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance), or in connection with the failure of the transactions contemplated hereby or thereby to be consummated, or in respect of any representation made or alleged to have been made in connection herewith or therewith, whether in equity or at law, in Contract, in tort or otherwise, together with any payment of the Termination Fee and any other payment in connection with this Agreement or any other document, instrument or agreement entered in connection herewith, or otherwise, shall not exceed under any circumstances the sum of $17,500,000 (such sum, the “Company Maximum Liability Amount”), and in no event shall any Parent Related Party or any of their respective Representatives seek, directly or indirectly, to recover against the Company Related Parties, or compel payment by the Company Related Parties of, any damages or other payments whatsoever (including multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Company Maximum Liability Amount. (ii) In connection with any loss suffered by any Parent Related Party as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, other than in the circumstances in which Parent is entitled to receive the Termination Fee in accordance with Section 8.3(b) (in which case Section 8.3(e)(i) shall apply) and the Enforcement Expenses, Parent agrees, on behalf of itself and the Parent Related Parties, that the maximum aggregate monetary liability of the Company and the Company Related Parties, if any, (including monetary damages for fraud or breach, whether willful, material, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance) shall be limited to the aggregate amount of the Termination Fee plus the Enforcement Expenses, and in no event shall Parent or any Parent Related Party seek or be entitled to recover from the Company or any Company Related Parties, and Parent, on behalf of itself and the Parent Related Parties, hereby irrevocably waives and relinquishes any right to seek or recover, any monetary damages in excess of such amount; provided, however, that in no event will the Company Related Parties have any liability for monetary damages (including damages for Fraud, monetary damages in lieu of specific performance or otherwise) in the aggregate in excess of the amount of the Company Maximum Liability Amount. In connection with any loss suffered by any Company Related Party as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, other than in the circumstances in which the Company is entitled to receive the Parent Termination Fee in accordance with Section 8.3(c) (in which case Section 8.3(e)(i) shall apply), the Reimbursement and Indemnification Obligations, the Enforcement Expenses and the Guarantee Expenses, the Company agrees, on behalf of itself and the Company Related Parties, that the maximum aggregate monetary liability of Parent and the Parent Related Parties, if any, (including monetary damages for fraud or breach, whether willful, material, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance, but excluding in the event of a breach of the terms of the Confidentiality Agreement) shall be limited to the aggregate amount of the Parent Termination Fee, plus the Reimbursement and Indemnification Obligations, the Enforcement Expenses and the Guarantee Expenses, and in no event (other than a breach of the terms of the Confidentiality Agreement) shall the Company or any Company Related Party seek or be entitled to recover from Parent or any Parent Related Parties, and the Company, on behalf of itself and the Company Related Parties, hereby irrevocably waives and relinquishes any right to seek or recover, any monetary damages in excess of such amount; provided, however, that in no event will the Parent Related Parties have any liability for monetary damages (including damages for Fraud, monetary damages in lieu of specific performance or otherwise) in the aggregate in excess of the amount of the Parent Maximum Liability Amount. (f) The Company and Parent Parties acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, Transactions and that, without these agreements, the Company and Parent Parties would not enter into this Agreement. In the event that Accordingly, if the Company or Parent, as applicable, fails to timely pay any amount due pursuant to this Section 8.3, and, in order to obtain the payment, Parent or the Company, as applicable, commences a Legal Proceeding which results in a judgment against the other Party (including, with respect to Parent, Purchaser) for the payment set forth in this Section 8.3, the non-prevailing Party shall fail to pay the Termination Fee when dueprevailing Party such payment provided for in the applicable judgment in addition to the prevailing Party’s reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) in connection with such suit, Parent shall be entitled to receive together with interest on such unpaid Termination Fee and Expenses, commencing on amount at the date that the Termination Fee or such Expenses became due, at a prime rate equal to the “prime rate” as published in The the Wall Street Journal, Eastern Edition, Journal in effect on the date such payment was required to be made through the date such payment was actually received (such costs, expenses and interest of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsedprevailing Party, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof)collectively, the Company “Enforcement Expenses”); provided, that in no event shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expensesthe aggregate Enforcement Expenses of such prevailing party pursuant to Section 8.3(f) in connection with such suitexceed $2,500,000.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.127.3, all fees and expenses incurred in connection with this Agreement and the OfferAgreement, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger are is consummated. For the avoidance of doubt, Parent shall pay all filing fees payable for filings required or otherwise made pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this AgreementTransactions. (b) If: : (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d7.1(b) or Section 7.1(d), or by Parent pursuant to Section 8.1(g7.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or, solely in the case of termination pursuant to Section 7.1(b) or Section 7.1(g), made to the Company or the Company Board (and, in each such case, such Acquisition Proposal shall not have been withdrawn prior to (x) the time of the termination of this Agreement pursuant to Section 7.1(b) or Section 7.1(g) or (y) the date of the Stockholders Meeting, in the case of a termination pursuant to Section 7.1(d)) and (C) within 12 months after such termination, the Company consummates an Acquisition Proposal (with all references to 15% “20%” in the definition of Acquisition Proposal being treated as “50% %” for purposes of this clause “(iC)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e7.1(e); (iii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d), or by the Company pursuant to Section 7.1(b), and, in each such case, at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.1(e); or or (iiiiv) this Agreement is terminated by the Company pursuant to Section 8.1(f7.1(f), then then, in the case of each of clauses “(i) through (iv)” through “(iii),” , the Company shall pay to Parent (or cause to be paid to Parent’s designee), in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paidpaid by the Company: (xI) in the case of clause “(iSection 7.3(b)(i)” , immediately prior to or concurrently with the occurrence of either of the preceding sentence of this applicable events described in clause (b), within two C) thereof; (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (yII) in the case of clause “(ii)” Section 7.3(b)(ii) or in the case of the preceding sentence of this (ba termination by Parent as provided in Section 7.3(b)(iii), within no later than two (2) Business Days following termination of this Agreement and Agreement; (zIII) in the case of clause “(iii)” of a termination by the preceding sentence of this (bCompany as provided in Section 7.3(b)(iii), concurrently with such termination; and (IV) in the case of Section 7.3(b)(iv), concurrently with, and as a condition to the effectiveness of, the termination of this Agreement under pursuant to Section 8.1(f7.1(g). . (c) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(h), Section 7.1(i), or by Parent according to Section 7.1(k), then Parent shall pay to the Company (or its designee) a fee of $4,211,157 (the “Parent Termination Fee”) by wire transfer of immediately available funds, such payment to be made (i) in the case of a termination pursuant to Section 7.1(h) or Section 7.1(i), within two (2) Business Days of the applicable termination, and (ii) in the case of a termination pursuant to Section 7.1(k), concurrently with the notice of termination. (d) Any Termination Fee due under this Section 8.3(b7.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. Any Parent Termination Fee due under Section 7.3(c) shall be paid by wire transfer of immediately available funds to an account designated in writing by Company. For the avoidance of doubt, each of the Termination Fee and the Parent Termination Fee shall be payable only once and not in duplication even though the Termination Fee either such fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in In the event that either Parent or Company shall receive full become entitled to payment of the Termination Fee or the Parent Termination Fee, (i) the receipt of the Termination Fee such fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates the other parties to this Agreement or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.,

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.12, all All fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) this Agreement is terminated pursuant to Section 8.1(c), (ii) this Agreement is terminated pursuant to Section 8.1(e), or (iii) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(f), (B) following after the date hereof of this Agreement and at or prior to the time of the termination of this Agreement, Agreement an Acquisition Proposal shall have been made or commenced, or an intention to make or commence any Acquisition Proposal shall have been publicly announced proposed or announced, and (C) the Company consummates an any Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which any Acquisition Proposal that is subsequently consummated; consummated (ii) provided that, for purposes of this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f8.3(b)(iii), then all percentages in the case definition of each of clauses “(iAcquisition Proposal shall be replaced with 50%)” through “(iii),” . then the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, Parent a termination fee in the an amount of equal to four million seven hundred fifty thousand dollars ($7,712,711 4,750,000) (the “Termination Fee”). Any Termination Fee shall be paid: ) by wire transfer of same-day funds (x) in the case of clause “(i)” of the preceding sentence of this (bSection 8.3(b)(i), within two (2) Business Days business days after such termination, (y) in the case of Section 8.3(b)(ii), substantially concurrently with the termination of this Agreement pursuant to Section 8.1(e), and (z) in the case of the Section 8.3(b)(iii), within two (2) business days after the date of the consummation of the transactions contemplated by such Acquisition Proposal, (y) ; provided that the Termination Fee payable in the case of clause “(ii)” of Section 8.3(b)(iii) shall be reduced by the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in Expenses Amount to the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under extent previously paid pursuant to Section 8.1(f8.3(c). Any Termination Fee due For the avoidance of doubt, any payment made by the Company under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once with respect to this Section 8.3(b) and not in duplication even though the Termination Fee such payment may be payable under one or more provisions hereof. Subject to Section 8.2(b), in . (c) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), then the Company shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages pay Parent for any and all losses or damages suffered or reasonable expenses actually incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the transactions contemplated hereby in an amount not to exceed seven hundred fifty thousand dollars ($750,000) by wire transfer of same-day funds within two (2) business days after such termination hereof)(such amount, the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination“Expenses Amount”). (cd) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee or the Expenses Amount when due, Parent the terms “Termination Fee” and “Expenses Amount” shall each be entitled deemed to receive include the reasonable costs and expenses actually incurred or accrued by the other party (including reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 8.3, together with interest on such unpaid Termination Fee and ExpensesExpenses Amount, commencing on the date that the Termination Fee or such Expenses Amount became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.129.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) IfIn the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to in accordance with Section 8.1(d) or by Parent pursuant to Section 8.1(g9.1(d)(i), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to in accordance with Section 8.1(e9.1(c)(i); or (iii) (x) this Agreement is terminated by the Company (A) pursuant to Section 8.1(f), then 9.1(b)(i) (but in the case of each a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the third proviso of Section 9.1(b)(i)) or (B) pursuant to Section 9.1(c)(iii) (only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the proviso of Section 9.1(c)(iii)), in the case of clauses “(iA) or (B)” through “, as a result of the failure to satisfy the Minimum Condition, (iii),” y) after the Agreement Date and prior to such termination, any Person shall have publicly disclosed a bona fide Acquisition Proposal and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement and (z) within twelve (12) months of such termination, the Company shall pay have entered into a Specified Agreement with respect to, or shall have consummated a transaction with respect to, an Acquisition Proposal (provided, that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “80%”); then, in any such event under this Section 9.3(b), the Company shall pay, or shall cause to be paid paid, to Parent, in cash at Parent the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: by wire transfer of same day funds to an account designed in writing by Parent (xA) in the case of clause “Section 9.3(b)(i), substantially concurrently with (i)” of and as a condition to) the preceding sentence termination of this Agreement (bit being agreed that if such termination occurs on a day that is not a Business Day, “substantially concurrently” shall mean no later than on the next Business Day), (B) in the case of Section 9.3(b)(ii), within two (2) Business Days after such termination or (C) in the case of Section 9.3(b)(iii), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis execution of a year Specified Agreement in respect of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or an Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.Proposal referred

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3(b), all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall Transactions will be paid by the party incurring such expenses, whether or not the Offer and the Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: If (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(f), (B) following after the date hereof of this Agreement and prior to the time of the termination of this Agreement, Agreement an Acquisition Proposal shall will have been publicly made, commenced or submitted or announced and not withdrawn at least five (5) Business Days prior to termination, and (C) the Company consummates or signs a definitive agreement (which is later consummated) with respect to an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) Transaction within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposaltermination, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(c); , or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e), then in the case of each of clauses “(i)” through “(iii),” the Company shall will pay or cause to be paid to ParentParent , in cash at the time specified in the next immediately following sentence, a termination nonrefundable fee in the amount of $7,712,711 (equal to the “Termination Fee”; provided that, solely for purposes of Section 8.3(b)(i)(C). , all references to “fifteen percent (15%)” or to “eighty-five percent (85%)” in the definition of Acquisition Transaction will be deemed to be references to “fifty percent (50%).” Any Termination Fee shall will be paid: (x1) in the case of clause “(i)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days after substantially concurrently with the consummation of the transactions contemplated by such an Acquisition ProposalTransaction, (y2) in the case of clause “(ii)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days following termination of this Agreement Agreement, and (z3) in the case of clause “(iii)” ) of the preceding sentence of this (bSection 8.3(b), concurrently with a termination of this Agreement under Section 8.1(f8.1(e). . (c) Any Termination Fee due under this Section 8.3(b) shall 8.3 will be paid by the Company by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall will be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent in the circumstances in which it is payable for the efforts and thatresources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the Company and Parent would not enter have entered into this Agreement. In the event that Accordingly, if the Company shall fail fails promptly to pay the Termination Fee when dueany amount due pursuant to this Section 8.3, and, to obtain such payment, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit Legal Proceeding that results in a judgment against the Company for the Termination Fee (or portion thereof)Fee, the Company shall will pay to Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitLegal Proceeding, together with interest on the amount of the Termination Fee from the date such payment was required until the date of payment at the prime rate, as published in The Wall Street Journal on the date such payment was required to be made.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3(b), all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall Transactions will be paid by the party incurring such expenses, whether or not the Offer and the Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: If (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(f), (B) following after the date hereof of this Agreement and prior to the time of the termination of this Agreement, Agreement an Acquisition Proposal shall will have been publicly made, commenced or submitted or announced and not withdrawn at least five (5) Business Days prior to termination, and (C) the Company consummates or signs a definitive agreement (which is later consummated) with respect to an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) Transaction within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposaltermination, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(c); , or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e), then in the case of each of clauses “(i)” through “(iii),” the Company shall will pay or cause to be paid to Parent, in cash at the time specified in the next immediately following sentence, a termination nonrefundable fee in the amount of $7,712,711 (equal to the “Termination Fee”; provided that, solely for purposes of Section 8.3(b)(i)(C). , all references to “fifteen percent (15%)” or to “eighty-five percent (85%)” in the definition of Acquisition Transaction will be deemed to be references to “fifty percent (50%).” Any Termination Fee shall will be paid: (x1) in the case of clause “(i)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days after substantially concurrently with the consummation of the transactions contemplated by such an Acquisition ProposalTransaction, (y2) in the case of clause “(ii)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days following termination of this Agreement Agreement, and (z3) in the case of clause “(iii)” ) of the preceding sentence of this (bSection 8.3(b), concurrently with a termination of this Agreement under Section 8.1(f8.1(e). In addition, in the event this Agreement is terminated for any reason except a breach by the Purchaser or a failure to obtain any regulatory approval necessary to consummate the transactions contemplated by this Agreement, the Company will repay to Parent concurrently with such termination the Aloha Termination Fee paid by Parent to Aloha on behalf of the Company. (c) Any Termination Fee and repayment of the Aloha Termination Fee due under this Section 8.3(b) shall 8.3 will be paid by the Company by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall will be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Fee and thatthe repayment of the Aloha Termination Fee, is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent in the circumstances in which it 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, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the Company and Parent would not enter have entered into this Agreement. In the event that Accordingly, if the Company shall fail fails promptly to pay the Termination Fee when dueany amount due pursuant to this Section 8.3, and, to obtain such payment, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit Legal Proceeding that results in a judgment against the Company for the Termination Fee (or portion thereof)and the repayment of the Aloha Termination Fee, the Company shall will pay to Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitLegal Proceeding, together with interest on the amount of the Termination Fee and the repayment of the Aloha Termination Fee, as applicable, from the date such payment was required until the date of payment at the prime rate, as published in The Wall Street Journal on the date such payment was required to be made.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3(b), all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: If (i1) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d8.1(b), 8.1(g) or by Parent pursuant to Section 8.1(g8.1(i), (B) following after the date hereof of this Agreement and at or prior to the time of the termination of this Agreement, Agreement an Acquisition Proposal for a transaction that if consummated would constitute a Specified Acquisition Transaction, shall have been publicly made, commenced or submitted or announced and not withdrawn, and (C) the Company consummates an or is subject to, or the Board of Directors recommends to the stockholders of the Company, a Specified Acquisition Proposal (with all references to 15% in the definition Transaction within 12 months of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into or any of its Representatives signs a definitive agreement within twelve (12) 12 months after of such termination to effect an providing for a Specified Acquisition ProposalTransaction, which Acquisition Proposal is subsequently consummated; or (ii2) this Agreement is terminated by Parent pursuant to Section 8.1(d) or 8.1(e); ) or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(h), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, sentence a termination nonrefundable fee in the amount of equal to $7,712,711 8,000,000 (the “Termination Fee”). Any Termination Fee shall be paidpaid as follows: (x) in the case of clause “(i)” 1) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days business days after the consummation occurrence of the transactions contemplated by such Acquisition Proposal, relevant event referred to in clause (C) thereof and (y) in the case of clause “(ii)” 2) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days business days after a demand for payment by Parent following termination of this Agreement and (z) Agreement, provided that in the case event of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f8.1(h), the Termination Fee shall be paid as a condition to the effectiveness of such termination. Any Termination Fee due under this Section 8.3(b) 8.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 8.3, the second sentence of Section 2.6(a) and the second to last sentence of Section 6.126.2(d), all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(h), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(d) or at the time this Agreement is otherwise terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or or (iii) (x) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f), then in the case of each of clauses “8.1(e) (i)” through “provided that (iii),” the Company shall pay or cause to be paid to Parent, in cash 1) at the time specified in of any such termination, the next sentenceMinimum Condition is not satisfied, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two and (2) Business Days after with respect to any such termination by the consummation Company, the right to terminate this Agreement pursuant to Section 8.1(e) is then available to Parent) or pursuant to Section 8.1(b) or by Parent pursuant to Section 8.1(i) resulting from a breach by the Company of Section 5.3 or Section 6.1, or a Willful Breach by the transactions contemplated by such Acquisition ProposalCompany of Section 1.2 or Section 6.2 prior to the termination of this Agreement, (y) any Person shall have publicly disclosed a bona fide Acquisition Proposal, or any Acquisition Proposal shall have been communicated to the Company Board, in each case after the case of clause “date hereof and prior to such termination (iiunless such Acquisition Proposal was withdrawn at least two business days prior to such termination (such withdrawal to be public, if such Acquisition Proposal shall have been publicly disclosed)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) within 12 months of such termination the Company shall have entered into a definitive agreement with respect to, or consummated, an Acquisition Proposal; provided that for purposes of this clause (z) the references to “15%” in the case definition of clause “(iii)Acquisition Proposal” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled references to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.50%”;

Expenses; Termination Fee. (a) Except as set forth in If this Agreement is terminated by the Purchaser pursuant to Section 8.3 7.1(e) or by the Companies pursuant to Section 7.1(f), then the party terminating this Agreement shall be entitled to reimbursement by the other party of all reasonable out-of-pocket costs and Section 6.12expenses (including, all without limitation, fees and expenses disbursements of counsel, financial advisors, actuaries and accountants) incurred by it in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by hereby. Notwithstanding the party incurring such expensesforegoing, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: if either (i) (A) the Companies have received an Acquisition Proposal at the time this Agreement is validly terminated by Parent or the Company Purchaser pursuant to Section 8.1(d7.1(e) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, receive an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) three months after the date of such termination or the Company enters into a definitive agreement under Section 7.1(e) and within twelve (12) 12 months after such the date of termination to effect the Companies consummate a sale of the Purchased Subsidiaries or all or substantially all of the assets of the Subsidiaries as a whole for an Acquisition Proposalamount greater than the Purchase Price (a "Subsequent Deal"), which Acquisition Proposal is subsequently consummated; or (ii) this Agreement is terminated by Parent the Purchaser pursuant to Section 8.1(e7.1(e) as a result of a breach by the Companies of Section 5.5, then the Companies shall pay the Purchaser within ten Business Days after (a) the consummation of the Subsequent Sale, in the case of the circumstances described in clause (i); , or (iiib) the termination date, in the case of the circumstances described in clause (ii), the Termination Fee (as defined below) in immediately available funds, less any expenses of the Purchaser previously reimbursed by the Companies. (b) If this Agreement is terminated by the Company Companies pursuant to Section 8.1(f7.1(c), then in the case of each of clauses “(i)” through “(iii),” the Company Companies shall pay or cause to be paid the Purchaser as a condition precedent to Parent, in cash at the time specified in the next sentence, such termination a termination fee in the amount of $7,712,711 US$85,100,000 (the “"Termination Fee”). Any Termination Fee shall be paid: (x") in immediately available funds. If this Agreement is terminated by the case of clause “(i)” of the preceding sentence of this (bPurchaser pursuant to Section 7.1(c), then the Companies shall pay to the Purchaser within two (2) five Business Days after the consummation date of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent parties acknowledge and agree that the agreements contained in this Section 8.3 7.5 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, the Company and Parent parties would not enter into this Agreement. In the event that the Company shall fail Accordingly, if any party fails to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal any payments due to the “prime rate” as published in The Wall Street Journal, Eastern Editionother party pursuant to this Section 7.5 and, in effect on order to obtain such payment, the date party that has not received such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof)other party, the Company such other party shall pay Parent its to such party that had not received such payment (in addition to the amount of such judgment) all reasonable and documented out-of-pocket costs and expenses (including including, without limitation, reasonable and documented attorneys’ fees and expensesdisbursements of counsel, financial advisors, actuaries and accountants) incurred by the party that had not received such payment in connection with such suit, together with interest on the amount of such judgment at the prime rate of Citibank N.A. in effect on the date that such payment was required to be made (in lieu of and not in addition to any other interest payable under applicable law). (d) This Section 7.5 shall survive any termination of this Agreement.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, then at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); (iii) (A) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of each a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of clauses “time, to the right to terminate this Agreement pursuant to Section 8.1(g)) or Section 8.1(g), (i)” through “B) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and prior to such termination (iii),” unless publicly withdrawn prior to such termination) and (C) within 12 months of such termination the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: have (x) in the case of clause “consummated an Acquisition Proposal or (i)” of the preceding sentence of this (b), within two (2y) Business Days after the consummation of the transactions contemplated by such entered into a definitive agreement with respect to an Acquisition Proposal, which transactions contemplated thereby are subsequently consummated (y) provided that for purposes of this clause (C), the references to “20%” in the case definition of clause “(ii)Acquisition Proposal” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with references to “90%”); or (iv) this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereofis terminated by Parent pursuant to Section 8.1(g) or any matter forming the basis for such termination, and none with respect to a Willful Breach of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Section 5.3 by the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.Representatives;

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 provided below, each party hereto shall bear and Section 6.12, pay all fees costs and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws it in connection with the Merger or the other transactions contemplated by this Agreement, including fees and expenses of its own financial consultants, accountants and counsel. (b) If: If either party terminates this Agreement pursuant to Section 6.01(a), (b), (c) or (e), that party shall not have any obligation or liability to the other. In the event of a termination of this Agreement pursuant to Section 6.01(d), the party committing such breach shall be liable for $200,000 to the other party, plus the reasonable expenses of the other party, which expenses shall not exceed $100,000, without prejudice to any other rights or remedies as may be available to the non-breaching party, including without limitation any rights under Section 7.01(c) or (d) hereof. Such amount shall be paid by wire transfer of immediately available funds to an account designated by the non-breaching party no later than the tenth business day following such termination. If AAC terminates this Agreement pursuant to Section 6.01(f) or (g), the Company shall be liable to AAC as specified in Section 7.01(c) below. If the Company terminates this Agreement pursuant to Section 6.01(d) and AAC enters into a definitive agreement as set forth in Section 7.01(d) below, AAC shall be liable to the Company as specified in section 7.01(d). (c) Notwithstanding anything to the contrary herein, the Company shall pay AAC the sum of $400,000 (the "Termination Fee") if this Agreement is terminated as follows: (i) if this Agreement is terminated by AAC pursuant to Section 6.01(f)(i), (ii) and (iii) or (g); or (ii) if this Agreement is terminated by (A) this Agreement is validly terminated AAC pursuant to Section 6.01(d) or (B) by Parent either AAC or the Company pursuant to Section 8.1(d6.01(b)(i) or by Parent pursuant and with respect to such termination events under this Section 8.1(g), (B7.01(b)(ii) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) or otherwise communicated or made known to the senior management of the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve Company's Board of Directors (12) months after such termination or any person shall have publicly announced, communicated or made known an intention, whether or not conditional, to effect make an Acquisition Proposal, which Acquisition Proposal is subsequently consummated) at any time after the date of this Agreement and prior to the date of termination; or (iiiii) if this Agreement is terminated by Parent pursuant to Section 8.1(e); either AAC or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in 6.01(b)(ii) and an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the case senior management of each of clauses “(i)” through “(iii),” the Company or the Company's Board of Directors (or any person shall pay have publicly announced, communicated or cause made known an intention, whether or not conditional, to be paid to Parent, in cash make an Acquisition Proposal) at the any time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination date of this Agreement and prior to the taking of the vote of the stockholders of the Company at a meeting thereof to consider this Agreement as contemplated by Section 4.07. Any amount that becomes payable pursuant to Section 7.01(c)(i), (zii) in the case of clause “or (iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For AAC no later than the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for tenth business day following such termination. (cd) Notwithstanding anything to the contrary herein, FFG and/or AAC shall pay the Company the sum of $250,000 if this Agreement is terminated by the Company pursuant to Section 6.01(d) and, within 90 days of such breach, AAC enters into a definitive agreement involving the acquisition of, or purchase of, all or substantially all of the assets of a bank, savings bank, savings association or similar savings institution or the holding company thereof. (e) The Company and Parent acknowledge and AAC agree that the agreements agreement contained in paragraph (c) of this Section 8.3 are 7.01 is an integral part of the transactions contemplated by this Agreement, that without such agreement AAC would not have entered into this Agreement and that, without these agreementsthat such amounts do not constitute a penalty or liquidated damages in the event of a breach of this Agreement by the Company and the Bank. If the Company or the Bank fail to pay AAC the amounts due under paragraph (c) above within the time period specified therein, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when duecosts and expenses (including reasonable legal fees and expenses) incurred by AAC in connection with any action in which AAC prevails, Parent shall be entitled including the filing of any lawsuit, taken to receive collect payment of such amounts, together with interest on the amount of any such unpaid Termination Fee and Expenses, commencing on amounts at the date that the Termination Fee or prime lending rate prevailing during such Expenses became due, at a rate equal to the “prime rate” period as published in The Wall Street Journal, Eastern Edition, in effect calculated on a daily basis from the date such payment was amounts were required to be made through paid until the date of payment actual payment. (calculated daily on f) Amounts paid pursuant to Section 7.01(a) shall not be in addition to the basis of a year of 365 days and amounts paid pursuant to Section 7.01(c). The maximum amount payable to AAC pursuant to this Agreement shall be $400,000. Further, amounts paid pursuant to Section 7.01(a) shall not be in addition to the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against amount paid pursuant to Section (d). The maximum amount payable to the Company for the Termination Fee (or portion thereof), the Company pursuant to this Agreement shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitbe $250,000.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.127.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transaction Expenses shall be paid by the party incurring such expenses, whether or not the Offer and Merger are is consummated. For the avoidance of doubt; provided, however, that Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any share equally all fees or and expenses, other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws than attorneys’ fees, incurred in connection with the Merger filing, printing and mailing of the Offer Documents and any amendments or the other transactions contemplated by this Agreementsupplements thereto. (b) If: If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(e); (Aii) this Agreement is validly terminated by Parent pursuant to Section 7.1(d); or (iii) by Parent or the Company pursuant to clause (B) of Section 8.1(d7.1(c); or (iv) or by Parent pursuant to Section 8.1(g7.1(f) or by Parent or the Company pursuant to clause (A) of Section 7.1(c) and: (A) any Person shall have publicly disclosed an Acquisition Proposal after the date of this Agreement and prior to such termination (unless withdrawn prior to such termination), ; and (B) following within 12 months of such termination the date hereof and prior to the time of the termination of this Agreement, Company shall have consummated an Acquisition Proposal or shall have been publicly announced and (C) the Company consummates an entered into a definitive agreement with respect to any Acquisition Proposal that is thereafter consummated (with all references to 15% in the definition of Acquisition Proposal being treated as 50% provided,that for purposes of this clause (B) the references to “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then 15%” in the case definition of each of clauses “(i)Acquisition Transaction” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereofreferences to “50%”), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.,

Expenses; Termination Fee. (a) Except as set forth in Section 6.14, Section 6.15(c) or this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For In furtherance of the avoidance of doubtforegoing, (i) Parent shall pay all filing fees payable for filings required or otherwise made pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated Transactions, and (ii) except as provided in Section 3.6(e), all transfer, documentary, sales, use, stamp, registration, value-added and other similar Taxes and fees incurred in connection with the Offer, the Merger or the other Transactions shall be paid by this AgreementXxxxxx and Xxxxxx Sub when due. (b) If: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(b) (End Date) or Section 8.1(d) (Offer Termination) or by Parent pursuant to Section 8.1(g8.1(h) (Failure to Include Company Board Recommendation in Schedule 14D-9) (provided that (x) at the time of any such termination, the conditions to the Offer set forth in clauses 1(ii) and 2(b) of Annex I are satisfied and the Minimum Condition is not satisfied, and (y) with respect to any such termination by the Company, the right to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(d), as applicable, is then available to Parent), (B) following the date hereof and prior to the time of the termination of this Agreement, an a bona fide Acquisition Proposal shall have been publicly announced (and such Acquisition Proposal shall not have been withdrawn prior to the time of the termination of this Agreement) and (C) the Company consummates within twelve (12) months after such termination enters into a definitive agreement with respect to or recommends to its stockholders an Acquisition Proposal, which Acquisition Proposal is subsequently consummated (whether during or following such twelve (12) month period) with all references to 15% “20%” and “80%” in the definition of Acquisition Proposal being treated as “50% %” for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e) (Change in Company Board Recommendation); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.or

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.129.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) this Agreement is terminated by the Company in accordance with Section 9.1(d)(i); (ii) this Agreement is terminated by Parent in accordance with Section 9.1(c)(i); or (iii) (x) this Agreement is terminated (1) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d9.1(b)(i) (but in the case of a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the proviso of Section 9.1(b)(i)) or (B) Section 9.1(b)(iii) (but in the case of a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the proviso of Section 9.1(b)(iii)), in the case of (A) and (B) as a result of the failure to satisfy the Minimum Condition or (2) pursuant to Section 8.1(g9.1(c)(ii) as a result of a breach, failure to perform or violation described in such Section that (except with respect to a breach of Section 6.3(a)) first occurred following the making of an Acquisition Proposal of the type referenced in the following clause (y), (By) following after the date hereof Agreement Date and prior to such termination, a bona fide Acquisition Proposal shall have been publicly made or otherwise become publicly known and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced Agreement and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”z) within twelve (12) months after of such termination or termination, the Company enters into a definitive agreement within twelve (12) months after such termination Specified Agreement with respect to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parenthave consummated an Acquisition Proposal (provided, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence that for purposes of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) the references to “20%” in the case definition of clause “(iii)Acquisition Proposal” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereofreferences to “80%”), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.;

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: : (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(e), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(d); or (iii) (1) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f), then 8.1(b) (but in the case of each a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(b)), by Parent pursuant to Section 8.1(f) or by Parent pursuant to Section 8.1(i), (2) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and prior to such termination and such Acquisition Proposal has not been publicly withdrawn prior to such termination and (3) within twelve (12) months of clauses such termination the Company shall have entered into a definitive agreement with respect to or consummated an Acquisition Proposal; provided that for purposes of this clause (3) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”; then, in any such event under clause (i)” through “, (ii), or (iii) of this Section 8.3(b),” , the Company shall pay to Parent or cause to be paid to Parent, in cash at its designee the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: by wire transfer of same day funds (x) in the case of clause “(i)” of the preceding sentence of this (bSection 8.3(b)(i), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently prior to or simultaneously with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at as a rate equal condition to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereofeffectiveness of), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth in Section 6.2 and this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and or the Merger are is consummated. For the avoidance of doubt, except Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to each bear and pay any fees or other payments to any Governmental Entity in connection with any filings under one-half of the HSR Act or such other filings as may be required under applicable Antitrust Laws expenses incurred in connection with the Merger or filing, printing and mailing of the other transactions contemplated by this AgreementOffer Documents and the Schedule 14D-9. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(e), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(d); or (iii) (x) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f), then 8.1(b) (but in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in by the amount Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(b)) or by Parent pursuant to Section 8.1(f) resulting from a willful and material breach of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition ProposalSection 5.3, (y) in any Person shall have publicly disclosed a bona fide Acquisition Proposal after the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following date hereof and prior to such termination of this Agreement and such Acquisition Proposal has not been publicly withdrawn prior to such termination and (z) within six (6) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such six (6)-month period) or consummated an Acquisition Proposal; provided that for purposes of this clause (z) the references to “20%” in the case definition of clause “(iii)Acquisition Proposal” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled references to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.50%”;

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For In furtherance of the avoidance of doubtforegoing, (i) Parent shall pay or shall cause to be paid all filing fees payable for filings required or otherwise made pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated Transactions, and (ii) except as expressly provided in Section 3.6(e), all Transfer Taxes incurred in connection with the Offer, the Merger or the other Transactions shall be paid by this AgreementParent or Merger Sub when due. (b) If: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d8.1(b) or (d) or by Parent pursuant to Section 8.1(g), (provided that (x) at the time of any such termination, the Minimum Condition is not satisfied, and (y) with respect to any such termination by the Company, the right to terminate this Agreement pursuant to Section 8.1(b) or (d), as applicable, is then available to Parent) (B) following the date hereof and prior to the time of the termination of this Agreement, an a bona fide Acquisition Proposal shall have been publicly announced (and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement) and (C) the Company consummates Company, within twelve (12) months after such termination, enters into a definitive agreement with respect to or recommends to its stockholders an Acquisition Proposal, which Acquisition Proposal is subsequently consummated (whether during or following such twelve-month period) (with all references to 15% “20%” and “80%” in the definition of Acquisition Proposal being treated as “50% %” for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e) or Section 8.1(j); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” ) through “(iii),” , the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 20,000,000 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” ) of the preceding sentence of this (bSection 8.3(b), substantially concurrently with a termination of this Agreement under Section 8.1(f) (or no later than on the next Business Day if such termination occurs on a day that is not a Business Day). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the The Termination Fee shall be payable only once with respect to this Section 8.3(b) and not in duplication duplication, even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in In the event that Parent shall receive full become entitled to payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, Merger Sub or any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and the Company shall have no further liability, whether pursuant to a claim in law or in equity, to Parent, Merger Sub or any of their respective Affiliates or any other Person, and none of Parent, Acquisition Sub, Merger Sub or any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Subsidiaries or Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions Transactions, or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and ExpensesFee, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.129.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to in accordance with Section 8.1(d) or by Parent pursuant to Section 8.1(g9.1(e), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ; (ii) this Agreement is terminated by Parent pursuant to in accordance with Section 8.1(e9.1(d); or or (iii) (A) this Agreement is terminated by the Company pursuant to Section 8.1(f), then 9.1(b) (but in the case of each a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso of clauses Section 9.1(b)), (B) after the Agreement Date and prior to such termination, any Person (other than Parent or any of its Affiliates) shall have publicly disclosed an Acquisition Proposal or an Acquisition Proposal becomes publicly known and (C) within twelve (12) months of such termination, the Company shall have entered into a definitive agreement in respect of an Acquisition Proposal or consummated an Acquisition Proposal (provided that for purposes of this clause (C), the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%” and the reference to “license of assets” in the definition of “Acquisition Proposal” shall be deemed to be “license of assets in the U.S.” unless the Acquisition Proposal referred to in clause (B) constitutes the basis for, or is substantially similar to, the Acquisition Proposal referred to in clause (C), in which case the reference to “license of assets” shall not be modified in any respect). then, in any such event under clause “(i)”, “(ii)” through or “(iii),” of this Section 9.3(b), the Company shall pay pay, or shall cause to be paid paid, to Parent, in cash at Parent or its designee the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: by wire transfer of same day funds to an account designed in writing by Parent (x) in the case of clause “Section 9.3(b)(i), substantially concurrently with (i)” and as a condition to) such termination, (y) in the case of the preceding sentence of this (bSection 9.3(b)(ii), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and or (z) in the case of clause “(iiiSection 9.3(b)(iii)” , prior to or substantially concurrently with the execution of the preceding sentence definitive agreement or the consummation of this the Acquisition Proposal referred to in subclause (bC) of Section 9.3(b)(iii), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) whichever is earlier; it being understood that in no event shall the Company be paid by wire transfer of immediately available funds required to an account designated in writing by Parent. For the avoidance of doubt, pay the Termination Fee shall be payable only once and not in duplication even though the on more than one occasion. As used herein, “Termination Fee may be payable under one or more provisions hereofFee” means a cash amount equal to $32,000,000. Subject to Section 8.2(b), in In the event that Parent or its designee shall receive full payment of the Termination FeeFee pursuant to this Section 9.3(b) and any payments pursuant to Section 9.3(c), the receipt of the Termination Fee and any payments pursuant to Section 9.3(c) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition SubPurchaser, any of their respective Affiliates and Representatives or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition SubPurchaser, any of their respective Affiliates and Representatives (collectively, “Parent Related Parties”) or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief of its Representatives arising out of of, relating to, or in connection with this Agreement, any of the transactions Transactions or any matters forming the basis for such termination; provided, however, that nothing in this Section 9.3(b) shall limit the rights of Parent or Purchaser under Section 10.5(b) or in the case of Fraud or Willful Breach. Parent’s right to receive payment from the Company of the Termination Fee pursuant to Section 9.3(b), and, if applicable, any payments under Section 9.3(c), shall be the sole and exclusive remedy of the Parent Related Parties against the Company and any of their respective former, current or future officers, directors, partners, stockholders, optionholders, managers, members, Affiliates or Representatives (collectively, “Company Related Parties”) in any circumstance in which Parent accepts payment of the Termination Fee, and none of the Company Related Parties shall have any further liability or obligation relating to, arising out of, or in connection with, this Agreement or the Transactions; provided, however, that nothing in this Section 9.3(b) shall limit the rights of Parent or Purchaser under Section 10.5(b) or in the case of Fraud or Willful Breach. (c) The Company and Parent Parties acknowledge and agree that the agreements contained in this Section 8.3 9.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, the Company and Parent Parties would not enter into this Agreement. In ; accordingly, if the event that Company fails to timely pay any amount due pursuant to this Section 9.3, and, in order to obtain the payment, Parent commences a Legal Proceeding which results in a judgment against the Company, the Company shall fail to pay the Termination Fee when dueParent its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented outside attorneys’ fees) in connection with such Legal Proceeding, Parent shall be entitled to receive together with interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, amount at a rate equal to the “prime rate” rate as published in The the Wall Street JournalJournal on the date such payment was required to be made, Eastern Edition, in effect with such interest accruing on such amount from the date such payment was required to be made through the date of such payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the was made to Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitdesignee.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For In furtherance of the avoidance of doubtforegoing, (i) Parent shall pay all filing fees payable for filings required or otherwise made pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated Transactions, and (ii) except as expressly provided in Section 3.6(e), all Transfer Taxes incurred in connection with the Offer, the Merger or the other Transactions shall be paid by this AgreementCompany when due and Transfer Taxes expressly shall not be a liability of holders of Company Common Stock. (b) If: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d8.1(b) or (d) or by Parent pursuant to Section 8.1(g8.1(h) or (k) as a result of a Willful and Material Breach (provided that (x) at the time of any such termination, the conditions to the Offer set forth in clauses 1(ii) and 2(b) of Annex I are satisfied and the Minimum Condition is not satisfied, and (y) with respect to any such termination by the Company, the right to terminate this Agreement pursuant to Section 8.1(b) or (d), as applicable, is then available to Parent), (B) following the date hereof and prior to the time of the termination of this Agreement, an a bona fide Acquisition Proposal shall have been publicly announced (and such Acquisition Proposal shall not have been withdrawn prior to the time of the termination of this Agreement) and (C) the Company consummates Company, within twelve (12) months after such termination, enters into a definitive agreement with respect to or recommends to its stockholders an Acquisition Proposal, which Acquisition Proposal is subsequently consummated (whether during or following such twelve-month period) (with all references to 15% “20%” and “80%” in the definition of Acquisition Proposal being treated as “50% %” for purposes of this clause “(iC)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e) or (f); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(g), then in the case of each of clauses “(i)” ) through “(iii),” , the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 34,500,000 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” ) of the preceding sentence of this (bSection 8.3(b), substantially concurrently with a termination of this Agreement under Section 8.1(f8.1(g) (or no later than on the next Business Day if such termination occurs on a day that is not a Business Day). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the The Termination Fee shall be payable only once with respect to this Section 8.3(b) and not in duplication duplication, even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in In the event that Parent shall receive full become entitled to payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, Merger Sub or any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and the Company shall have no further liability, whether pursuant to a claim in law or in equity, to Parent, Merger Sub or any of their respective Affiliates or any other Person, and none of Parent, Acquisition Sub, Merger Sub or any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Subsidiaries or Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions Transactions, or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and ExpensesFee, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3(b), all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and the Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: If (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following after the date hereof of this Agreement and prior to the time of the termination of this Agreement, Agreement an Acquisition Proposal shall have been publicly made, commenced or submitted or announced and not withdrawn, and (C) the Company consummates enters into a definitive agreement to engage in, or consummates, an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) Transaction within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposaltermination, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(c)(i) or Section 8.1(c)(iii); , or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination nonrefundable fee in the amount of $7,712,711 (equal to the “Termination Fee”; provided that, solely for purposes of this Section 8.3(b). , all references to “ten percent (10%)” or to “ninety percent (90%)” in the definition of Acquisition Transaction shall be deemed to be references to “fifty percent (50%).” Any Termination Fee shall be paid: (x) in the case of clause “(i)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days after substantially concurrently with the consummation first to occur of the transactions contemplated by such entry into a definitive agreement to engage in, or consummation of, an Acquisition ProposalTransaction, (y) in the case of clause “(ii)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days following termination of this Agreement Agreement, and (z) in the case of clause “(iii)” ) of the preceding sentence of this (bSection 8.3(b), concurrently with a termination of this Agreement under Section 8.1(f8.1(e). . (c) Any Termination Fee due under this Section 8.3(b) 8.3 shall be paid by the Company by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by Transactions, (ii) the Termination Fee is not a penalty, but are liquidated damages, in a reasonable amount that shall compensate Parent in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this AgreementAgreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision, and that, (iii) without these agreements, the Company and Parent would not enter have entered into this Agreement. In the event that Accordingly, if the Company shall fail fails promptly to pay the Termination Fee when dueany amount due pursuant to this Section 8.3, and, to obtain such payment, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit Legal Proceeding that results in a judgment against the Company for the Termination Fee (or portion thereof)Fee, the Company shall pay to Parent its reasonable and documented additional costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitLegal Proceeding, together with interest on the amount of the Termination Fee, from the date such payment was required until the date of payment at the prime rate plus 300 basis points, as published in The Wall Street Journal on the date such payment was required to be made. Notwithstanding anything to the contrary in this Agreement, upon payment of the Termination Fee as required pursuant to this Section 8.3, and subject to the requirement that the Company bears its own fees and expenses under Section 8.3(a), none of the Company or any of its Representatives shall have any further liability or obligations to Parent, Purchaser or their Subsidiaries relating to or arising out of this Agreement or the Transactions.

Expenses; Termination Fee. (a) Except as set forth in If this Agreement is terminated by the Purchaser pursuant to Section 8.3 7.1(e) or by the Company pursuant to Section 7.1(f), then the party terminating this Agreement shall be entitled to reimbursement by the other party of all reasonable out-of-pocket costs and Section 6.12expenses (including, all without limitation, fees and expenses disbursements of counsel, financial advisors, actuaries and accountants) incurred by it in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by hereby. Notwithstanding the party incurring such expensesforegoing, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: if either (i) (A) the Company has received an Acquisition Proposal at the time this Agreement is validly terminated by Parent or the Company Purchaser pursuant to Section 8.1(d7.1(e) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, receives an Acquisition Proposal shall have been publicly announced within three months after the date of such termination under Section 7.1(e) and (C) within 12 months after the date of termination the Company consummates a sale of the Purchased Subsidiaries or all or substantially all of the assets of the Subsidiaries as a whole for an Acquisition Proposal amount greater than the Purchase Price (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”a "Subsequent Deal") within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent the Purchaser pursuant to Section 8.1(e7.1(e) as a result of a breach by the Company of Section 5.5, then the Company shall pay the Purchaser within ten Business Days after (a) the consummation of the Subsequent Sale, in the case of the circumstances described in clause (i); , or (iiib) the termination date, in the case of the circumstances described in clause (ii), the Termination Fee (as defined below) in immediately available funds, less any expenses of the Purchaser previously reimbursed by the Company. (b) If this Agreement is terminated by the Company pursuant to Section 8.1(f7.1(c), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause the Purchaser as a condition precedent to be paid to Parent, in cash at the time specified in the next sentence, such termination a termination fee in the amount of $7,712,711 45,000,000 (the “"Termination Fee”). Any Termination Fee shall be paid: (x") in immediately available funds. If this Agreement is terminated by the case of clause “(i)” of the preceding sentence of this (bPurchaser pursuant to Section 7.1(c), then the Company shall pay to the Purchaser within two (2) five Business Days after the consummation date of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent parties acknowledge and agree that the agreements contained in this Section 8.3 7.5 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, the Company and Parent parties would not enter into this Agreement. In the event that the Company shall fail Accordingly, if any party fails to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal any payments due to the “prime rate” as published in The Wall Street Journal, Eastern Editionother party pursuant to this Section 7.5 and, in effect on order to obtain such payment, the date party that has not received such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof)other party, the Company such other party shall pay Parent its to such party that had not received such payment (in addition to the amount of such judgment) all reasonable and documented out-of-pocket costs and expenses (including including, without limitation, reasonable and documented attorneys’ fees and expensesdisbursements of counsel, financial advisors, actuaries and accountants) incurred by the party that had not received such payment in connection with such suit, together with interest on the amount of such judgment at the prime rate of Citibank N.A. in effect on the date that such payment was required to be made (in lieu of and not in addition to any other interest payable under applicable law). (d) This Section 7.5 shall survive any termination of this Agreement.

Expenses; Termination Fee. (a) Except as set forth in Section 5.4(c), Section 6.2(e) and this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(f), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e) (or at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(e)); or or (iii) (x) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f8.1(b) (provided that (1) at the time of any such termination, (x) if an Offer Termination has not occurred, the Minimum Condition is not satisfied or (y) if an Offer Termination has occurred, the Company Stockholder Approval shall not have been obtained), and (2) with respect to any such termination by the Company, the right to terminate this Agreement pursuant to Section 8.1(b) is then available to Parent), Section 8.1(c) or Section 8.1(i) or by Parent pursuant to Section 8.1(g) resulting from a breach by the Company of Section 5.3 or 6.1, or a Willful Breach by the Company of Section 1.2, Section 5.4 or Section 6.2, (y) any Person shall have publicly disclosed a bona fide Acquisition Proposal, or any Acquisition Proposal shall have been communicated to the Board of Directors, in each case after the date hereof and prior to such termination (unless such Acquisition Proposal was irrevocably withdrawn without qualification at least two business days prior to the event giving rise to the right of such termination (such withdrawal to be public, if such Acquisition Proposal shall have been publicly disclosed) and (z) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to, or consummated, an Acquisition Proposal; provided that for purposes of this clause (z) the references to “15%” in the case definition of each of clauses “Acquisition Proposal” shall be deemed to be references to “50%”; (c) then, in any such event under clause (i)” through “, (ii) or (iii) of Section 8.3(b),” , the Company shall pay pay, or shall cause to be paid paid, to Parent, in cash at Parent or its designee the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: by wire transfer of same day funds (x) in the case of clause “(iSection 8.3(b)(i)” , prior to or concurrently with the execution of the preceding sentence of this Specified Agreement (bor if the Specified Agreement is executed on a day that is not a business day, the next business day), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (bSection 8.3(b)(ii), within two (2) Business Days following business days after such termination of this Agreement and or (z) in the case of clause “(iii)” of the preceding sentence of this (bSection 8.3(b)(iii), prior to or concurrently with a termination the earlier of this Agreement under entering into the definitive agreement with respect to, or consummating, the Acquisition Proposal referred to in clause (z) of Section 8.1(f8.3(b)(iii). Any Termination Fee due under this Section 8.3(b) ; it being understood that in no event shall the Company be paid by wire transfer of immediately available funds required to an account designated in writing by Parent. For the avoidance of doubt, pay the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under on more than one or more provisions hereofoccasion. Subject to Section 8.2(b)As used herein, in the event that Parent shall receive full payment of the “Termination Fee, the receipt ” shall mean a cash amount equal to $8,750,000. Payment of the Termination Fee pursuant to this Section 8.3(c) and any payments pursuant to Section 8.3(e) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, Purchaser or any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Company shall have no further liability, whether pursuant to a claim in law or in equity, to Parent, Acquisition Sub, Purchaser or any of their respective Affiliates or any other Person Person, and none of Parent, Purchaser or any of their respective Affiliates shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief Affiliates, in each case, arising out of or in connection with this Agreement, any of the transactions Transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree ; provided, that the agreements contained in foregoing shall not relieve any Company Related Party from any liability for fraud or Willful Breach of this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail Agreement prior to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suittermination.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(e), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(c); or or (iii) (A) this Agreement is terminated pursuant to (1) Section 8.1(d) (but in the case of a termination by the Company Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d)), (2) Section 8.1(f) or (3) Section 8.1(i), and, in each of clauses (1), (2) and (3), at such time all of the Offer Conditions (other than the Minimum Condition and the other Offer Conditions that by their nature are to be satisfied at the Offer Acceptance Time, but subject to such conditions being capable of being satisfied) are satisfied or have been waived (B) any Person shall have publicly disclosed a bona fide Company Acquisition Proposal after the date of this Agreement and shall not have publicly withdrawn such Company Acquisition Proposal prior to such termination (or, in the case of Section 8.1(f), then in any Company Acquisition Proposal shall been communicated to the case Company Board after the date of each this Agreement) and (C) within twelve (12) months of clauses “(i)” through “(iii),” such termination the Company shall pay have consummated a Company Acquisition Proposal (whether or cause not involving the same Person referred to be paid in clause (B)) or entered into a definitive agreement with respect to Parenta Company Acquisition Proposal (provided, in cash at that for purposes of this clause (C) the time specified references to “20%” in the next sentence, a termination fee in the amount definition of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Company Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereofreferences to “50%”), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.;

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.127.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall by this Agreement will be paid by the party Party incurring such expenses, whether or not the Offer Exchange is consummated and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing such fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds prior to an account designated in writing by Parentor at Closing. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment Each of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree Parties acknowledges that the agreements contained in this Section 8.3 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreementswhich, the Company and Parent Parties would not enter into this Agreement. (i) In the case of any termination of this Agreement pursuant to Section 7.1(i), Company shall pay to Contributor a termination fee in immediately available funds in an amount in cash equal to three million dollars ($3,000,000) (the “First Tranche Termination Fee”) concurrently with such termination. Any payment of the First Tranche Termination Fee shall be made concurrently with the termination of this Agreement pursuant to Section 7.1(i) by wire transfer of immediately available funds to an account designated by Contributor. (ii) Company will pay to Contributor a termination fee (the “Company Termination Fee”) in immediately available funds in an amount in cash equal to Ten Million dollars ($10,000,000), less any amounts previously paid pursuant to Section 7.3(c) and, in the case of any termination of this Agreement pursuant to Section 7.1(i), less the amount previously paid to Contributor pursuant to Section 7.3(b)(i), in the event that this Agreement is terminated pursuant to (i) Section 7.1(b) (End Date), (ii) Section 7.1(d) (No Vote), (iii) Section 7.1(e) (Material Company Breach), or (iv) Section 7.1(i) (Change in Recommendation); provided that, in the case of each of clauses (i), (ii), (iii), or (iv), an Acquisition Proposal shall have been made known to the Company or an Acquisition Proposal shall have been made to the shareholders of the Company generally or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal after the date of this Agreement and before the date this Agreement is terminated and, within twelve (12) months after the date of such termination, Company enters into a definitive agreement with respect to an Acquisition Transaction or consummates an Acquisition Transaction; provided that such fee shall be paid not later than two (2) Business Days after the date on which, as applicable, (i) an Acquisition Transaction contemplated by such definitive agreement is consummated or, such definitive agreement with respect to an Acquisition Transaction terminates in accordance with the terms of such definitive agreement or (ii) an Acquisition Transaction is consummated; and provided further that for purposes of this clause Section 7.3(b) all references in the definition of Acquisition Transaction to 15% shall instead refer to 50%; and provided further that, notwithstanding any contrary provision herein, in the case of clause (i) of this section, no Company Termination Fee shall be payable as a result of either Party failing to receive a required Regulatory Approval in connection with the Exchange unless Company is itself in breach or has failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform would give rise to the failure of a condition set forth in Sections 6.2(a)or 6.2(b). (c) Company shall no later than two (2) Business Days after receipt of reasonable supporting documentation evidencing such fees and expenses reimburse Contributor for all fees and expenses (up to $2,000,000) incurred by Contributor in connection with the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated by this Agreement if this Agreement is terminated by either party pursuant to Section 7.1(d). (d) In the event that the Company shall fail to pay the Termination Fee when due, Parent Contributor shall be entitled to receive the Company Termination Fee, such fee is not a penalty but shall be liquidated damages in a reasonable amount for any and all losses or damages suffered or incurred by Contributor in connection with the matter forming the basis for such termination. Notwithstanding any other provision of this Agreement to the contrary, other than as provided in this Section 7.3(d), the Parties agree that the payments contemplated by this Section 7.3 represent the sole and exclusive remedy of Contributor in respect of a termination pursuant to Section 7.1 under circumstances requiring the payment of the Company Termination Fee; provided that this Section 7.3(d) shall not apply where Contributor’s right to terminate this Agreement pursuant to Section 7.1(e) results from Company’s fraud. (e) If Company fails to pay when due any amount payable by such Party under this Section 7.3, then (i) Company will reimburse the other Party for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Contributor of its rights under this Section 7.3, and (ii) Company failing to perform will pay to Contributor interest on such unpaid Termination Fee overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and Expenses, commencing ending on the date that the Termination Fee or such Expenses became due, overdue amount is actually paid to Contributor in full) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal, Eastern Edition, announced by Bank of America or any successor thereto) in effect on the date such payment overdue amount was originally required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitpaid.

Expenses; Termination Fee. (a) Except as set forth in Section 6.2(e) and this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(f), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e) (or at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(e)); or or (iii) (x) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f8.1(b) (provided that, with respect to any such termination by the Company, the right to terminate this Agreement pursuant to Section 8.1(b) is then available to Parent) or Section 8.1(c), then by Parent pursuant to Section 8.1(g) resulting from a breach by the Company of Section 1.2, Section 5.3, Section 5.4, Section 6.1 or Section 6.2 or by Parent pursuant to Section 8.1(i) (or at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(b), Section 8.1(c), Section 8.1(g) resulting from a breach of the foregoing specified provisions or Section 8.1(i)), (y) any Person shall have publicly disclosed a bona fide Acquisition Proposal, or any Acquisition Proposal shall have been communicated to the Board of Directors, in each case after the date hereof and prior to such termination (unless such Acquisition Proposal was irrevocably withdrawn without qualification at least two business days prior to the event giving rise to the right of such termination (such withdrawal to be public, if such Acquisition Proposal shall have been publicly disclosed) and (z) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to, or consummated, an Acquisition Proposal; provided that for purposes of this clause (z) the references to “15%” in the case definition of each of clauses “Acquisition Proposal” shall be deemed to be references to “50%”; (c) then, in any such event under clause (i)” through “, (iii) or (iii) of Section 8.3(b),” , the Company shall pay pay, or shall cause to be paid paid, to Parent, in cash at Parent or its designee the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: by wire transfer of same day funds (x) in the case of clause “(iSection 8.3(b)(i)” , prior to or concurrently with the execution of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition ProposalSpecified Agreement, (y) in the case of clause “(ii)” of the preceding sentence of this (bSection 8.3(b)(ii), within two (2) Business Days following business days after such termination of this Agreement and or (z) in the case of clause “(iii)” of the preceding sentence of this (bSection 8.3(b)(iii), prior to or concurrently with a termination the earlier of this Agreement under entering into the definitive agreement with respect to, or consummating, the Acquisition Proposal referred to in clause (z) of Section 8.1(f8.3(b)(iii). Any Termination Fee due under this Section 8.3(b) ; it being understood that in no event shall the Company be paid by wire transfer of immediately available funds required to an account designated in writing by Parent. For the avoidance of doubt, pay the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under on more than one or more provisions hereofoccasion. Subject to Section 8.2(b)As used herein, in the event that Parent shall receive full payment of the “Termination Fee, the receipt ” shall mean a cash amount equal to $6,500,000. Payment of the Termination Fee pursuant to this Section 8.3(c) and any payments pursuant to Section 8.3(e) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, Purchaser or any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Company shall have no further liability, whether pursuant to a claim in law or in equity, to Parent, Acquisition Sub, Purchaser or any of their respective Affiliates or any other Person Person, and none of Parent, Purchaser or any of their respective Affiliates shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief Affiliates, in each case, arising out of or in connection with this Agreement, any of the transactions Transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree ; provided, that the agreements contained in foregoing shall not relieve any Company Related Party from any liability for fraud or Willful Breach of this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail Agreement prior to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suittermination.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.129.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and the Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) this Agreement is terminated by the Company in accordance with Section 9.1(d)(i); (ii) this Agreement is terminated by Parent in accordance with Section 9.1(c)(i) or by either Parent or the Company pursuant to Section 9.1(b)(iii) at a time when Parent would have been entitled to terminate this Agreement in accordance with Section 9.1(c)(i); or (iii) (A) this Agreement is validly terminated by Parent or the Company (x) pursuant to Section 8.1(d9.1(b)(i) (but in the case of a termination by the Company under this clause (x), only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso of Section 9.1(b)(i)), (y) Section 9.1(b)(iii) (but in the case of a termination by the Company under this clause (y), only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso of Section 9.1(b)(iii)) or by Parent pursuant (z) Section 9.1(c)(ii) (but in the case of termination under this clause (z), only if such termination is as a result of the Company’s failure to Section 8.1(gperform any covenant or obligation in this Agreement), (B) following after the date hereof Agreement Date and prior to such termination, there shall have been made, proposed or communicated to the Company Board, or been publicly disclosed, an Acquisition Proposal and such Acquisition Proposal shall not have been withdrawn (which withdrawal has been publicly disclosed if such Acquisition Proposal has been publicly disclosed) prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced Agreement and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after of such termination or termination, the Company enters shall have either (1) consummated an Acquisition Proposal or (2) entered into a any definitive agreement within twelve (12) months after such termination to effect in respect of an Acquisition Proposal, Proposal (which Acquisition Proposal is subsequently consummated; , whether during or following such twelve (ii12) this Agreement is terminated by Parent pursuant to Section 8.1(emonth period); or provided that for purposes of this clause (iiiC) this Agreement is terminated by the Company pursuant references to Section 8.1(f), then “20%” in the case definition of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled references to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.50%”;

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.12, all fees and The Company shall be responsible for its own expenses incurred in connection with this Agreement and the Offer, the Merger Investment and the other transactions contemplated herein shall be paid by the party incurring Transaction Agreements. In addition, the Company agrees to reimburse the Purchaser for all of its reasonable out-of-pocket fees and expenses or to pay directly such expensesfees and expenses of the Purchaser, including the fees and expenses of attorneys, accountants and consultants employed by it, in connection with the Investment and the other transactions contemplated by the Transaction Agreements, whether or not the Offer and Merger are consummated. For the avoidance of doubtClosing occurs or this Agreement is terminated; provided, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Lawshowever, and that the Company shall not be required obligated to pay any such Purchaser’s fees or other payments to any Governmental Entity and expenses if Purchaser is in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination material breach of this Agreement. In addition, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “event that (i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (iia) this Agreement is terminated by Parent pursuant to Section 8.1(e7.1(e) or Section 7.1(f) or under any other Section contained in Section 7.1 (other than Section 7.1(h); ) if at the time of termination under such other Section, termination under Section 7.1(e) or Section 7.1(f) was permitted, or (iiib) this Agreement is terminated pursuant to Section 7.1 for any reason (other than any termination (x) pursuant to Section , (y) in the circumstances described in clause (a) above or (z) under the circumstances described in clause (c) below) and prior to the date ninety (90) days after the date of termination hereof, the Company, directly or indirectly, enters into any definitive agreement providing for an Alternative Transaction, or (c) the End Date has been extended to December 15, 2008 or later by virtue of an extension of the Waiver Expiry Date and this Agreement is thereafter terminated pursuant to Section 7.1 for any reason (other than any termination (x) by the Company pursuant to Section 8.1(f7.1(h) or (y) under the circumstances described in clause (a) above), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parentthe Purchaser $35 million in cash, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated by the Purchaser in writing (the “Termination Fee”). The Company shall pay the Termination Fee immediately upon, and as a condition to the effectiveness of, termination in the case of a termination of this Agreement by Parentthe Company in the circumstances described in either of clauses (a) or (c) above. In the case of a Termination Fee due under clause (b) of this Section 8.7, the Company shall pay the Termination Fee not later than the end of business on the second (2nd) Business Day following its entry into the definitive agreement providing for such Alternative Transaction. In the case of a Termination Fee due under clause (a) or (c) of this Section 8.7 where the Purchaser is the terminating party, the Company shall pay the Termination Fee not later than the end of business on the second (2nd) Business Day following termination of this Agreement. For the avoidance of doubt, the Company shall not be required to pay more than one Termination Fee under any circumstances. In circumstances where payment of the Termination Fee is required hereunder, upon such payment, when made, such Termination Fee shall be payable only once the Purchaser’s sole and not exclusive remedy in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment respect of the Termination Fee, the receipt termination of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and including for the termination hereof), avoidance of doubt the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for events giving rise to such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination). (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are Closing is consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: (i) (A) If this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent the Company pursuant to Section 8.1(g8.1(e), then Parent shall pay to the Company, within ten (B10) following Business Days after such termination, a nonrefundable fee in an amount equal to $4,000,000 (the “Section 8.3(b) Termination Fee”). (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d) or by the Company pursuant to Section 8.1(e) or Section 8.1(f), and either (i) after the date hereof of this Agreement and prior to the time of the termination of this Agreementsuch termination, an Acquisition Proposal shall have been publicly announced or otherwise communicated in writing to the Parent Board and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after following the date of such termination or the Company enters into a definitive agreement within twelve (12) months after termination, such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; shall have been consummated or (ii) within six (6) months following the date of such termination, an Alternative Acquisition Proposal shall have been consummated, then Parent shall pay to the Company, in immediately available funds, concurrently with the occurrence of the applicable event described in this Agreement is terminated clause, a nonrefundable fee in an amount equal to $6,000,000 less any Section 8.3(b) Termination Fee paid by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Section 8.3(c) Termination Fee”). Any Termination Fee shall be paid: For purposes of this Section 8.3(c), an “Alternative Acquisition Proposal” means an Acquisition Proposal that is first publicly announced or otherwise communicated in writing to the Parent Board following the termination of this Agreement while an Acquisition Proposal described in clause (xi) above remains outstanding and not withdrawn. (d) Other than in the case of clause “(i)” actual and intentional fraud by Parent or the intentional and willful failure of Parent to fulfill a condition to the performance of the preceding sentence obligations of Parent, notwithstanding anything to the contrary in this Agreement, in circumstances where the Parent is required to pay the Section 8.3(b) Termination Fee or the Section 8.3(c) Termination Fee to the Company in accordance with this Section 8.3, the Company’s and the Contributors’ sole and exclusive remedy (bwhether at law, in equity, in contract, in tort or otherwise), within two against Parent and any of its directors, officers, stockholders, employees, agents, Representatives, Subsidiaries and Affiliates (2each, a “Parent Related Party”) Business Days after the consummation of the transactions contemplated by such Acquisition Proposalfor any breach, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of loss or damage shall be to terminate this Agreement and (z) in the case of clause “(iii)” receive payment of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once or Section 8.3(c) Termination Fee, as applicable; and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full upon receipt of payment of the Section 8.3(b) Termination Fee or Section 8.3(c) Termination Fee, as applicable, the receipt Company and the Contributors shall not have any rights or claims against any of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with Parent Related Parties under this Agreement (and the termination hereof)or otherwise, the Offer and the Merger (and the abandonment thereof) whether at law or any matter forming the basis for such terminationequity, in contract, in tort or otherwise, and none of Parent, Acquisition Sub, the Parent Related Parties shall have any of their respective Affiliates further liability or any other Person shall be entitled obligation relating to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of this Agreement or in connection with this Agreement, any the Transactions. At the request of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreementsParent, the Company and Parent would not enter into the Contributors shall sign any agreement, contract or document in order to evidence the provisions of this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitSection 8.3.

Expenses; Termination Fee. (a) Except as set forth in Section 7.06 and this Section 8.3 9.03, each party hereto shall bear its own expenses incurred in connection with this Agreement and Section 6.12the Transactions whether or not such Transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants; provided, however that Purchaser shall bear and timely pay all Transfer Taxes and shall prepare and timely file, at its expense, all fees Tax Returns and other documentation with respect to such Transfer Taxes. (b) In the event that this Agreement is terminated (A) by Sellers or the Company pursuant to Section 9.01(a)(vi) (Terminating Purchaser Breach) or Section 9.01(a)(vii) or Section 9.01(a)(viii) (Purchaser Failure to Close) or (B) by either party in accordance with Section 9.01 and at the time of such termination this Agreement is terminable (even if not terminated) by Sellers or the Company pursuant to Section 9.01(a)(vi) (Terminating Purchaser Breach) or Section 9.01(a)(viii) (Purchaser Failure to Close), then Purchaser shall pay (or cause to be paid) to the Company (to such account as the Company shall notify for such purpose), by wire transfer of immediately available funds, a sum equal, in the aggregate, to the Payment Fund (the “Purchaser Termination Fee”) within three (3) Business Days following such termination. (c) In the event that this Agreement is terminated by (i) Sellers or the Company pursuant to Section 9.01(a)(iii) (Legal Restraint) or (ii) by Seller, the Company or Purchaser pursuant to Section 9.01(a)(ii) (End Date) and at the time of such termination the conditions set forth in Section 8.01(a)(iii) are not satisfied, then Purchaser shall pay (or cause to be paid) to the Company (to such account as the Company shall notify for such purpose), by wire transfer of immediately available funds, a sum equal to fifty (50) percent of the Payment Fund (the “Other Regulatory Termination Fee”). (d) In the event that this Agreement is terminated pursuant to Section 9.01(a)(v)(A) (Adverse Recommendation Change), then the Company shall pay (or cause to be paid) to the Purchaser, by wire transfer of immediately available funds to an account specified by the Purchaser, a sum equal to (a) $48,000,000 plus (b) an amount (not to exceed $18,000,000) for Purchaser’s reasonable and documented costs and expenses incurred in connection with this Agreement and the OfferTransactions (collectively, the Merger and the other transactions contemplated herein shall be paid by the party incurring “Seller Termination Fee”) within three (3) Business Days following such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreementtermination. (be) If: (i) (A) Each of the Sellers and Purchaser acknowledge and agree that the agreements contained in Sections 9.02 and 9.03 are an integral part of the Transactions, and that, without these agreements, neither Purchaser nor Sellers would enter into this Agreement is validly terminated by Parent or Agreement. Accordingly, if the Company or Purchaser (as applicable) fail to promptly pay any amount due pursuant to this Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 9.03 (the “Termination FeeDefaulting Party”). Any Termination Fee , the Defaulting Party shall be paid: pay to (x) in the case of clause “(i)” of event the preceding sentence of this (b)Company is the Defaulting Party, within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition ProposalPurchaser, and (y) in the case event Purchaser is the Defaulting Party, the Company, all reasonable fees, costs and expenses of clause “enforcement (iiincluding reasonable attorney’s fees as well as reasonable expenses incurred in connection with any action initiated by Sellers)” , together with interest on the amount of the preceding sentence of this Purchaser Termination Fee, the Other Regulatory Termination Fee or the Seller Termination Fee, as applicable, at the prime lending rate as published in The Wall Street Journal, in effect on the date such payment is required to be made (bcollectively, “Enforcement Costs”). Sellers and Purchaser acknowledge and agree that the Purchaser Termination Fee, within two the Other Regulatory Termination Fee, and the Seller Termination Fee are not a penalty, but rather are liquidated damages in a reasonable amount that will compensate the Company and Purchaser (2as applicable) Business Days following termination of in the circumstances in which such fee or amount, as applicable, is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and (z) in reliance on this Agreement and on the case of clause “(iii)” expectation of the preceding sentence consummation of this (b)the Transactions. The parties hereto acknowledge and hereby agree that in no event shall the Purchaser Termination Fee, concurrently with a termination of this Agreement under Section 8.1(f). Any the Other Regulatory Termination Fee, or the Seller Termination Fee due under this be payable more than once. (f) Any amounts payable pursuant to Section 8.3(b) 9.03 shall be paid by wire transfer of immediately available funds in accordance with this Section 9.03 to: (i) in respect of amounts owed to the Company, an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such terminationSellers’ Representative, and none (ii) in respect of Parentamounts owed to Purchaser, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or an account designated by Purchaser (in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became dueeach case, at a rate equal least one (1) Business Day prior to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required fee is due to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereofpaid), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth in Section 6.10 and this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) this Agreement is terminated pursuant to Section 8.1(c), (ii) this Agreement is terminated pursuant to Section 8.1(e) (including as it relates to Section 5.4), or (iii) (A) this Agreement is validly terminated by Parent Parent, Purchaser or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(f), (B) following after the date hereof of this Agreement and at or prior to the time of the termination of this Agreement, Agreement an Acquisition Proposal shall have been made or commenced, or an intention to make or commence any Acquisition Proposal shall have been publicly announced proposed or announced, and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition ProposalProposal (provided that, which for purposes of this Section 8.3(b)(iii), all percentages in the definition of Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(eshall be replaced with 50%); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), . then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, Parent a termination fee in the an amount of equal to $7,712,711 17,000,000 (the “Termination Fee”). Any Termination Fee shall be paid: ) by wire transfer of same-day funds (x) in the case of clause “(i)” of the preceding sentence of this (bSection 8.3(b)(i), within two (2) Business Days business days after such termination, (y) in the case of Section 8.3(b)(ii), substantially concurrently with the termination of this Agreement pursuant to Section 8.1(e), and (z) in the case of the Section 8.3(b)(iii), within two (2) business days after the earlier of (1) the date of the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two Proposal and (2) Business Days following termination the date of this Agreement and (z) in entry into the case definitive agreement to effect such Acquisition Proposal. For the avoidance of clause “(iii)” of doubt, any payment made by the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due Company under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once with respect to this Section 8.3(b) and not in duplication even though the Termination Fee such payment may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company or Parent, as the case may be, shall fail to pay the Termination Fee or any Expenses when due, Parent the term “Expenses” shall be entitled deemed to receive include the costs and expenses actually incurred or accrued by the other party (including fees and expenses of counsel) in connection with the collection under and enforcement of this Section 8.3, together with interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.127.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are is consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g7.1(f), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e7.1(e); or ; (iii) (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f)7.1(b) and at the time of such termination the conditions set forth in Section 6.1(b) and Section 6.2(e) were satisfied; (B) any Person shall have publicly disclosed a bona fide Acquisition Proposal, then in or such Acquisition Proposal has otherwise been communicated to the case Board of each Directors or the Company’s stockholders and shall have become publicly known, after the date hereof and prior to such termination; and (C) within twelve (12) months of clauses “(i)” through “(iii),” such termination the Company shall pay have entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or cause following such twelve (12)-month period) or consummated an Acquisition Proposal; provided that for purposes of this clause (C) the references to be paid to Parent, in cash at the time specified “20%” in the next sentence, a termination fee in the amount definition of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with references to “50%”; (iv) this Agreement (is terminated by Parent pursuant to Section 7.1(g) and such termination resulted, directly or indirectly, from the termination hereof), the Offer and the Merger (and the abandonment thereof) Intentional Breach of any agreement or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements covenant contained in this Agreement; (v) this Agreement is terminated by Parent pursuant to Section 8.3 are 7.1(i); or (vi) this Agreement is terminated by Parent pursuant to Section 7.1(g) and such termination resulted, directly or indirectly, from the breach (other than an integral part Intentional Breach) of the transactions contemplated by any agreement or covenant contained in this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.,

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.127.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are is consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) an Acquisition Proposal shall have become publicly known (and not withdrawn) after the date hereof and prior to the Company Shareholders’ Meeting (or prior to the termination of this Agreement if there has been no Company Shareholders’ Meeting), (B) the principal terms of this Agreement and Merger have not been approved by the Company’s shareholders at the Company Shareholders’ Meeting prior to the termination of this Agreement, (C) thereafter, this Agreement is validly terminated by Parent or the Company or Parent pursuant to Section 8.1(d7.1(b) or Section 7.1(e) (without the failure to close by the End Date being primarily due to the failure of Parent to perform in all material respects any of its obligations under this Agreement) or by Parent pursuant to Section 8.1(g), (B7.1(g) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”D) within twelve (12) 12 months after of such termination or termination, the Company enters into a definitive agreement within twelve (12) months after with respect to any Acquisition Proposal and such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummatedconsummated (in each case whether or not the Acquisition Proposal was the same Acquisition Proposal referred to in clause (A) and whether or not such Acquisition Proposal was made before or after the termination of this Agreement); provided that for purposes of clause (C) of this Section 7.3(b)(i), the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”; or (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f7.1(f); or (iii) (A) this Agreement is terminated by Parent pursuant to Section 7.1(d) or (B) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b) and prior to the Company Shareholders’ Meeting, then the Board of Directors of the Company has made a Change of Recommendation; then, in the case of each of clauses “any such event under clause (i)” through “, (ii) or (iii) of this Section 7.3(b),” , the Company shall pay to Parent or cause to be its designee the Termination Fee (less, if applicable, the Turn-Down Fee previously paid to Parent, in cash at Parent by the time specified in the next sentence, a termination fee in the amount Company) by wire transfer of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: same day funds (x) in the case of clause “(i)” of the preceding sentence of this (bSection 7.3(b)(iii), within two (2) Business Days business days after the consummation of the transactions contemplated by such Acquisition Proposaltermination, (y) in prior to or on the case of clause “same business day as (ii)” of or, if the preceding sentence of this (b)Specified Agreement is executed on a day that is not a business day, within two (2the next business day) Business Days following such termination of this Agreement and if pursuant to Section 7.1(b)(ii) or (z) in the case of clause “(iiiSection 7.3(b)(i)” , two business days after the consummation of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) Acquisition Proposal; it being understood that in no event shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail be required to pay the applicable Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.more than one

Expenses; Termination Fee. (a) Except as set forth otherwise provided below in this Section 8.3 and Section 6.128.04, all fees and expenses incurred in connection with this Agreement and the Offer, consummation of the Merger and the other transactions contemplated herein hereby shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: (i) (A) If this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d5.01 and provided Buyer is entitled to a Termination Fee under paragraph (c) or paragraph (d) of this Section 8.04, the Company shall, at the same time as payment of the Termination Fee is required to be paid under paragraph (c) or paragraph (d) of this Section 8.04, as applicable, pay Buyer an amount equal to all reasonable out-of-pocket expenses incurred by Parent or on behalf of Buyer or Acquisition in connection with the negotiation, preparation, financing, execution or consummation of this Agreement and the transactions contemplated hereby, including without limitation legal, accounting, travel, filing, printing, financing commitment and other reasonable fees and expenses; provided that the aggregate fees and expenses payable by the Company to Buyer pursuant to this Section 8.04(b) shall not exceed $500,000. (c) If this Agreement is terminated pursuant to Section 8.1(g5.01(e) or 5.01(f), then the Company shall, within five business days after such termination, pay Buyer a fee (Ba "Termination Fee") following the date hereof and prior of $2,000,000 in addition to the time of the termination expenses set forth in paragraph (b) of this Agreement, an Acquisition Proposal shall have been publicly announced and Section 8.04. (Cd) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “If (i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent Buyer or Acquisition pursuant to Section 8.1(e5.01(b) or 5.01(c)(i) as a result of a material breach by the Company of any representations, warranties or covenants contained in this Agreement or the failure of the conditions set forth in Section 3.01(c) or 3.01(k) or 3.01(m) of this Agreement to be satisfied, or is terminated by Buyer or Acquisition pursuant to Section 5.01(c)(ii); , and (ii) prior to such termination (A) any person or group shall have informed the Company (or the Board or the Special Committee or any executive officer of the Company) that such person or group proposes, intends to propose, is considering proposing, or will or may, if the Merger is delayed, abandoned or not approved by the Company's stockholders, propose, a Third Party Transaction (as hereinafter defined), or (B) any such person or group or the Company publicly announces (including without limitation any filing with any federal or state office or agency) that such person or group has proposed, intends to propose, is considering proposing, or will or may, if the Merger is delayed, abandoned or not approved by the Company's stockholders, propose, a Third Party Transaction, and (iii) within one year after such termination a Third Party Transaction (whether or not involving such person or group) is consummated, then the Company shall, within five business days after such consummation, pay to Buyer the Termination Fee in addition to the expenses set forth in paragraph (b) of this Section 8.04 (e) In no event shall more than one Termination Fee be payable under this Section 8.04. As used herein, "Third Party Transaction" shall mean (i) an acquisition pursuant to a Third Party Acquisition Offer other than an acquisition of equity securities of the Company constituting less than 25% of the total equity interests in, and less than 25% of the total voting power of the then outstanding equity securities of, the Company, (ii) the adoption by the Company of a plan of liquidation or dissolution or (iii) this Agreement is terminated by the repurchase of, or recapitalization involving, more than 25% of the Company's outstanding equity securities or (iv) the payment of an extraordinary dividend or other distribution on Company Common Stock equal to at least 25% of the Company pursuant to Section 8.1(f), Common Stock's then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such terminationcurrent market price. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3(b), all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and the Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: If (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following after the date hereof of this Agreement and prior to the time of the termination of this Agreement, Agreement an Acquisition Proposal shall have been publicly made, commenced or submitted or announced and not withdrawn at least five (5) Business Days prior to termination, and (C) the Company consummates an or signs a definitive agreement with respect to such Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) Transaction within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposaltermination, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(c); , or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination nonrefundable fee in the amount of $7,712,711 (equal to the “Termination Fee”; provided that, solely for purposes of Section 8.3(b). , all references to “fifteen percent (15%)” or to “eighty-five percent (85%)” in the definition of Acquisition Transaction shall be deemed to be references to “fifty percent (50%).” Any Termination Fee shall be paid: (x) in the case of clause “(i)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days after substantially concurrently with the consummation of, or execution of the transactions contemplated by such a definitive agreement with respect to, an Acquisition ProposalTransaction, (y) in the case of clause “(ii)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days following termination of this Agreement Agreement, and (z) in the case of clause “(iii)” ) of the preceding sentence of this (bSection 8.3(b), concurrently with a termination of this Agreement under Section 8.1(f8.1(e). . (c) Any Termination Fee due under this Section 8.3(b) 8.3 shall be paid by the Company by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by Transactions, (ii) the Termination Fee is not a penalty, but are liquidated damages, in a reasonable amount that shall compensate Parent in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this AgreementAgreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision, and that, (iii) without these agreements, the Company and Parent would not enter have entered into this Agreement. In the event that Accordingly, if the Company shall fail fails promptly to pay the Termination Fee when dueany amount due pursuant to this Section 8.3, and, to obtain such payment, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit Legal Proceeding that results in a judgment against the Company for the Termination Fee (or portion thereof)Fee, the Company shall pay to Parent its reasonable and documented additional costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitLegal Proceeding, together with interest on the amount of the Termination Fee, from the date such payment was required until the date of payment at the prime rate, as published in The Wall Street Journal on the date such payment was required to be made. Notwithstanding anything to the contrary in this Agreement, upon payment of the Termination Fee as required pursuant to this Section 8.3, and subject to the requirement that the Acquired Companies bear their own fees and expenses under Section 8.3(a), none of the Company or any of its Representatives shall have any further liability or obligations to Parent, Purchaser or their Subsidiaries relating to or arising out of this Agreement or the Transactions.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3(b), all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and the Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: If (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following after the date hereof of this Agreement and prior to the time of the termination of this Agreement, Agreement an Acquisition Proposal shall have been publicly made, commenced or submitted or announced and not withdrawn at least five (5) Business Days prior to termination, and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into signs a definitive agreement (which is later consummated) with respect to an Acquisition Transaction within twelve (12) months 365 days after such termination to effect an Acquisition Proposaltermination, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(c); , or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, sentence a termination nonrefundable fee in the amount of equal to $7,712,711 9,500,000 (the “Termination Fee”). ; provided, that solely for purposes of this Section 8.3(b), all references to “fifteen percent (15%)” in the definition of Acquisition Transaction shall be deemed to be references to “fifty percent (50%).” Any Termination Fee shall be paid: (x) in the case of clause “(i)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days after substantially concurrently with the consummation of the transactions contemplated by such an Acquisition ProposalTransaction, (y) in the case of clause “(ii)” ) of the preceding sentence of this (bSection 8.3(b), within two (2) Business Days following termination of this Agreement Agreement, and (z) in the case of clause “(iii)” ) of the preceding sentence of this (bSection 8.3(b), concurrently with a termination of this Agreement under Section 8.1(f8.1(e). . (c) Any Termination Fee due under this Section 8.3(b) 8.3 shall be paid by the Company by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that Accordingly, if the Company shall fail fails promptly to pay the Termination Fee when dueany amount due pursuant to this Section 8.3, and, in order to obtain such payment, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof)Fee, the Company shall pay to Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the Termination Fee from the date such payment was required until the date of payment at the prime rate, as published in the Wall Street Journal on the date such payment was required to be made.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.128.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(e), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e8.1(c); or or (iii) (x) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(d), then (y) any Person shall have publicly disclosed an Acquisition Proposal after the date hereof and prior to such termination (unless publicly withdrawn prior to such termination) and (z) within twelve (12) months of such termination the Company shall have (A) entered into a definitive agreement with respect to any Acquisition Proposal or recommended any Acquisition Proposal to its stockholders, and in each case such proposal is thereafter consummated, regardless of whether such consummation occurs within such twelve (12) month period) or (B) consummated any Acquisition Proposal (provided that for purposes of this clause (z) the references to “20%” in the case definition of each of clauses “Acquisition Proposal” shall be deemed to be references to “50%”); then, in any such event under clause “(i)”, “(ii)” through or “(iii),” of this Section 8.3(b), the Company shall pay to Parent or cause to be paid to Parent, in cash at its designee the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: by wire transfer of same day funds (x) in the case of clause “(iSection 8.3(b)(i)” , concurrently with the termination of this Agreement and execution of the preceding sentence of this Specified Agreement (bor if the Specified Agreement is executed on a day that is not a business day, the next business day), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.the

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.127.3, all fees and expenses incurred in connection with this Agreement and the OfferAgreement, the Merger and the other transactions contemplated herein Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger are is consummated. For the avoidance of doubt, Parent shall pay all filing fees payable for filings required or otherwise made pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this AgreementTransactions. (b) If: : (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d7.1(b) or Section 7.1(d), or by Parent pursuant to Section 8.1(g7.1(h), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or, solely in the case of termination pursuant to Section 7.1(b) or Section 7.1(h), made to the Company or the Company Board (and, in each such case, such Acquisition Proposal shall not have been withdrawn prior to (x) the time of the termination of this Agreement pursuant to Section 7.1(b) or Section 7.1(h) or (y) the date of the Stockholders Meeting, in the case of a termination pursuant to Section 7.1(d)) and (C) within 12 months after such termination, the Company (1) consummates an Acquisition Proposal or (2) enters into a definitive agreement with respect to an Acquisition Proposal, whether or not such Acquisition Proposal is subsequently consummated (with all references to “15% %” in the definition of Acquisition Proposal being treated as “50% %” for purposes of this clause “(iC)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e7.1(e) or Section 7.1(f); (iii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d), or by the Company pursuant to Section 7.1(b), and, in each such case, at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.1(e) or Section 7.1(f); or or (iiiiv) this Agreement is terminated by the Company pursuant to Section 8.1(f7.1(g), then then, in the case of each of clauses “(i) through (iv)” through “(iii),” , the Company shall pay to Parent (or cause to be paid to Parent’s designee), in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 12,900,000 (the “Termination Fee”). Any Termination Fee shall be paidpaid by the Company: (xI) in the case of clause “(iSection 7.3(b)(i)” , immediately prior to or concurrently with the occurrence of either of the preceding sentence of this applicable events described in clause (b), within two C) thereof; (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (yII) in the case of clause “(ii)” Section 7.3(b)(ii) or in the case of the preceding sentence of this (ba termination by Parent as provided in Section 7.3(b)(iii), within no later than two (2) Business Days following termination of this Agreement and Agreement; (zIII) in the case of clause “(iii)” of a termination by the preceding sentence of this (bCompany as provided in Section 7.3(b)(iii), concurrently with such termination; and (IV) in the case of Section 7.3(b)(iv), concurrently with, and as a condition to the effectiveness of, the termination of this Agreement under pursuant to Section 8.1(f7.1(g). . (c) Any Termination Fee due under this Section 8.3(b7.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in In the event that Parent shall receive full become entitled to payment of the Termination Fee, (i) the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and (ii) none of Parent, Acquisition Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding Legal Proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions Transactions or any matters forming the basis for such termination. Notwithstanding any of the foregoing, no payment of the Termination Fee shall relieve the Company of any liability or damages resulting from or arising out of its Willful Breach or any fraud; provided that in no event shall Parent be entitled to receive both the Termination Fee pursuant to this Section 7.3 and monetary damages as a result of the Company’s Willful Breach or fraud. (cd) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 7.3 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive receive, and the Company shall pay to Parent (or its designee), (i) interest on such unpaid Termination Fee and ExpensesFee, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of actual payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and (ii) all of Parent’s costs and expenses (including reasonable attorneys’ fees, costs and expenses) in connection with any Legal Proceeding commenced by Parent to recover any portion of the event the Parent or Acquisition Sub commences a suit that amounts due pursuant to this Section 7.3, and which Legal Proceeding results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitCompany.

Expenses; Termination Fee. (a) Except as set forth in If this Agreement is terminated by the Purchaser pursuant to Section 8.3 7.1(e) or by the Companies pursuant to Section 7.1(f), then the party terminating this Agreement shall be entitled to reimbursement by the other party of all reasonable out-of-pocket costs and Section 6.12expenses (including, all without limitation, fees and expenses disbursements of counsel, financial advisors, actuaries and accountants) incurred by it in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by hereby. Notwithstanding the party incurring such expensesforegoing, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: if either (i) (A) the Companies have received an Acquisition Proposal at the time this Agreement is validly terminated by Parent or the Company Purchaser pursuant to Section 8.1(d7.1(e) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, receive an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) three months after the date of such termination or the Company enters into a definitive agreement under Section 7.1(e) and within twelve (12) 12 months after such the date of termination to effect the Companies consummate a sale of the Purchased Subsidiaries or all or substantially all of the assets of the Subsidiaries as a whole for an Acquisition Proposalamount greater than the Purchase Price (a "Subsequent Deal"), which Acquisition Proposal is subsequently consummated; or (ii) this Agreement is terminated by Parent the Purchaser pursuant to Section 8.1(e7.1(e) as a result of a breach by the Companies of Section 5.5, then the Companies shall pay the Purchaser within ten Business Days after (a) the consummation of the Subsequent Sale, in the case of the circumstances described in clause (i); , or (iiib) the termination date, in the case of the circumstances described in clause (ii), the Termination Fee (as defined below) in immediately available funds, less any expenses of the Purchaser previously reimbursed by the Companies. (b) If this Agreement is terminated by the Company Companies pursuant to Section 8.1(f7.1(c), then in the case of each of clauses “(i)” through “(iii),” the Company Companies shall pay or cause to be paid the Purchaser as a condition precedent to Parent, in cash at the time specified in the next sentence, such termination a termination fee in the amount of $7,712,711 US$85,100,000 (the “"Termination Fee”). Any Termination Fee shall be paid: (x") in immediately available funds. If this Agreement is terminated by the case of clause “(i)” of the preceding sentence of this (bPurchaser pursuant to Section 7.1(c), then the Companies shall pay to the Purchaser within two (2) five Business Days after the consummation date of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent parties acknowledge and agree that the agreements contained in this Section 8.3 7.5 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, the Company and Parent parties would not enter into this Agreement. In the event that the Company shall fail Accordingly, if any party fails to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal any payments due to the “prime rate” as published in The Wall Street Journal, Eastern Editionother party pursuant to this Section 7.5 and, in effect on order to obtain such payment, the date party that has not received such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof)other party, the Company such other party shall pay Parent its to such party that had not received such payment (in addition to the amount of such judgment) all reasonable and documented out-of-pocket costs and expenses (including including, without limitation, reasonable and documented attorneys’ fees and expensesdisbursements of counsel, financial advisors, actuaries and accountants) incurred by the party that had not received such payment in connection with such suit, together with interest on the amount of such judgment at the prime rate of Citibank N.A. in effect on the date that such payment was required to be made (in lieu of and not in addition to any other interest payable under applicable law). (d) This Section 7.5 shall survive any termination of this Agreement. GENERAL PROVISIONS

Expenses; Termination Fee. (a) Except as set forth in If this Agreement is terminated by the Parent pursuant to Section 8.3 7.1(e) or by the Company pursuant to Section 7.1(f), then the party terminating this Agreement shall be entitled to reimbursement by the other party of all reasonable costs and Section 6.12expenses (including, all without limitation, fees and expenses disbursements of counsel, financial advisors and accountants) incurred by it in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreementhereby. (b) If: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) If this Agreement is terminated by (i) the Parent pursuant to Section 8.1(e); 7.1(c) or (iiiii) this Agreement is terminated by either the Company or the Purchaser pursuant to Section 8.1(f7.1(d) and the Company enters into, prior to the first anniversary of such date of termination, a definitive agreement with respect to the sale of the Company and such sale is consummated prior to the 18-month anniversary of such date of termination (a "Subsequent Sale"), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parentthen, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i) or (ii)” of , the preceding sentence Company shall pay the Parent promptly (but in no event later than three business days after the termination of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) Agreement in the case of clause “(ii)” i) or the closing of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) Subsequent Sale in the case of clause “(iiiii)” ) a fee of $37.5 million (the preceding sentence of this (b"Fee"), concurrently with a which amount shall be payable in immediately available funds. In addition, upon the termination of this Agreement under pursuant to Section 8.1(f). Any Termination Fee due under this Section 8.3(b7.1(c) shall be paid by wire transfer or upon the closing of immediately available funds to an account designated in writing by Parent. For the avoidance of doubta Subsequent Sale, the Termination Fee Company shall be payable only once reimburse the Parent for all reasonable costs and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b)expenses (including, in the event that Parent shall receive full payment without limitation, fees and disbursements of the Termination Feecounsel, the receipt of the Termination Fee shall be deemed to be liquidated damages for any financial advisors and all losses or damages suffered or accountants) incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person the Parent in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled transactions contemplated hereby in an amount not to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such terminationexceed $7.5 million. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, the Company shall reimburse the Parent shall be entitled to receive and the Purchaser for the costs and expenses actually incurred or accrued by each of them (including, without limitation, fees and reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.5, together with interest on such unpaid Termination Fee and ExpensesFee, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journalrate of interest publicly announced by Citibank, Eastern EditionN.A., from time to time, in effect on the date City of New York, as such payment was required to be made through the date bank's base rate. (d) This Section 7.5 shall survive any termination of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suitthis Agreement.

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and Section 6.12or as otherwise expressly provided in this Agreement, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are is consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g8.1(f), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or or (iii) (A) this Agreement is terminated (I) by Parent or the Company pursuant to (1) Section 8.1(f8.1(b) (but only if, at the time of such termination, the condition set forth in Section 7.1(a) is not satisfied) or (2) Section 8.1(d) or (II) by Parent pursuant to Section 8.1(g) (but only if, at the time of such termination, the condition set forth in Section 7.1(a) is not satisfied), then (B) any Person makes or publicly discloses an Acquisition Proposal after the date of this Agreement and prior to the Stockholders Meeting (in the case of each of clauses “termination pursuant to Section 8.1(d)) or such termination (i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentencecase of termination pursuant to Section 8.1(b) or Section 8.1(g)), a termination fee in the amount of $7,712,711 and such Acquisition Proposal is not (the “Termination Fee”). Any Termination Fee shall be paid: (xI) in the case of clause “an Acquisition Proposal that has not been made publicly, withdrawn in writing (i)” with a copy of the preceding sentence of this such written withdrawal being delivered to Parent) or (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (yII) in the case of clause “an Acquisition Proposal that has been disclosed publicly, publicly withdrawn prior to the Stockholders Meeting (ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “termination pursuant to Section 8.1(d)) or such termination (iiiin the case of termination pursuant to Section 8.1(b) or Section 8.1(g)” ), and (C) within twelve (12) months of such termination, (I) the preceding sentence Company consummates an Acquisition Proposal or (II) the Company enters into a binding, written definitive agreement providing for the consummation of an Acquisition Proposal (in each case, whether or not such Acquisition Proposal is the same as the original Acquisition Proposal made, communicated, or publicly disclosed); provided that for purposes of this (bSection 8.3(b)(iii), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds all references to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), “15%” in the event that Parent shall receive full payment definition of the Termination Fee, the receipt of the Termination Fee “Acquisition Proposal” shall be deemed to be liquidated damages for references to “50%”; then, in any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement such event under clause (and the termination hereofi), the Offer and the Merger (and the abandonment thereofii) or any matter forming the basis for such termination, and none (iii) of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part 8.3(b) (the effective date of the transactions contemplated by any termination pursuant to this Agreement, and that, without these agreementsSection 8.3, the “Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.Date”):

Expenses; Termination Fee. (a) Except as set forth otherwise provided in this Section 8.3 and Section 6.12Agreement, all fees costs and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by the party incurring such expenses, whether cost or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreementexpense. (b) If: In the event that: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d7.1(g); (ii) or by Parent this Agreement is terminated pursuant to Section 8.1(g7.1(h); or (iii) this Agreement is terminated pursuant to Section 7.1(d) or Section 7.1(e) and (A) an Acquisition Proposal is made directly to the Company’s stockholders or is otherwise publicly disclosed or is otherwise communicated to the Company Board and, in each case, not withdrawn before the Stockholder Meeting and (B) following within 12 months after the date hereof and prior to the time of the termination of this Agreementsuch termination, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination with respect to effect an Acquisition Proposal, which Proposal or consummates a transaction contemplated by an Acquisition Proposal is subsequently consummated; (ii) provided that for purposes of this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “subsection (iii),, each reference to “20% or more” in the definition of Acquisition Proposal shall be deemed to be references to “more than 50%”); then the Company shall pay or cause to be paid to Parent, in cash at Parent the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Company Termination Fee shall be paid: by wire transfer of same-day funds (x) in the case of clause “(i)” of the preceding sentence of this (bSection 7.3(b)(i), within two (2) three Business Days after the consummation of the transactions contemplated by such Acquisition Proposaltermination, (y) in the case of clause “(ii)” of the preceding sentence of this (bSection 7.3(b)(ii), within two (2) Business Days following immediately prior to the termination of this Agreement pursuant to Section 7.1(h) and (z) in the case of clause “(iii)” of the preceding sentence of this (bSection 7.3(b)(iii), concurrently on the earlier of (1) the date the Company enters into a definitive agreement with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds respect to an account designated in writing Acquisition Proposal and (2) the date the Company consummates a transaction contemplated by Parentan Acquisition Proposal. For the avoidance of doubt, any payment made by the Termination Fee Company under this Section 7.3(b) shall be payable only once with respect to Section 7.3(b) and not in duplication duplication, even though the Termination Fee such payment may be payable under one or more both provisions hereof. Subject to Section 8.2(b), in In the event that Parent shall receive full payment of the Termination Feepursuant to this Section 7.3(b), the receipt of the Company Termination Fee (together with any Company Expenses and Company Recovery Costs, as applicable) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer transactions contemplated by this Agreement (and the Merger abandonment thereof) or any matter forming the basis for such termination and except for the obligations of the Company pursuant to this Section 7.3(b) and Section 8.12(a) (collectively, the “Company Expenses”), the Company shall have no further liability, whether pursuant to a claim at law or in equity, to Parent, Acquisition Sub or any of their respective Affiliates in connection with this Agreement (and the termination hereof), the transactions contemplated by this Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding Legal Proceeding against the Company or any of its Subsidiaries or Affiliates for damages or any equitable relief arising out of or in connection with this AgreementAgreement (other than equitable relief to require payment of the Company Termination Fee and/or any Company Expenses), any of the transactions contemplated by this Agreement or any matters forming the basis for such termination. (c) The ; provided that if the Company fails to pay the Company Termination Fee or any Company Expenses required to be paid hereunder, and Parent acknowledge and agree that the agreements contained and/or Acquisition Sub commences a Legal Proceeding which results in this Section 8.3 are an integral part of the transactions contemplated by this Agreementa final, and that, without these agreements, non-appealable judgment against the Company and Parent would not enter into this Agreement. In for the event that Company Termination Fee or any portion thereof, then the Company shall fail to pay Parent and Acquisition Sub their costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest on the Company Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such and/or Company Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in (the “Company Recovery Costs”). (c) In the event that this Agreement is terminated pursuant to Section 7.1(f) or Section 7.1(i), then Parent shall pay the Company the Parent Termination Fee by wire transfer of same-day funds on the first Business Day following such termination. For the avoidance of doubt, any payment by Parent under this Section 7.3(c) shall be payable only once with respect to Section 7.3(c) and not in duplication. In the event that the Company shall receive full payment pursuant to this Section 7.3(c), the receipt of the Parent Termination Fee (together with any Parent Expenses and Parent Recovery Costs, as applicable) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Company in connection with this Agreement (and the termination hereof), the transactions contemplated by this Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and except for the obligations of Parent and Acquisition Sub pursuant to Section 5.12(e), Section 5.21, this Section 7.3(c) and Section 8.12(a) (collectively, the “Parent Expenses”), neither Parent nor Acquisition Sub shall have any further liability, whether pursuant to a claim at law or in equity, to the Company or any of its Affiliates under this Agreement (and the termination hereof), the transactions contemplated by this Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and neither the Company nor any of its Affiliates or any other Person shall be entitled to bring or maintain any Legal Proceeding against Parent or Acquisition Sub for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination (other than equitable relief to require payment of the Parent Termination Fee and/or any Parent Expenses); provided that if Parent fails to pay the Parent Termination Fee and/or any Parent Expenses and the Company commences a suit that Legal Proceeding which results in a final, non-appealable judgment against Parent for the Parent Termination Fee and/or any Parent Expenses, or any portions thereof, then Parent shall pay the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ attorney’s fees and expensesdisbursements) in connection with such suit, together with interest on the Parent Termination Fee and/or Parent Expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) (the “Parent Recovery Costs”).