Common use of Expenses; Termination Fees Clause in Contracts

Expenses; Termination Fees. (a) Except as set forth in this Section 9.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated; provided, however, that if this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination. (b) Without limiting the provisions of Section 10.6, if (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d) and (x) at or prior to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawn, and (y) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination (which for this purpose only, each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction” shall be “50%”); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e), or (iii) this Agreement is terminated by the Company pursuant to Section 9.1(h); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement), in any such case, the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of termination of this Agreement by Parent or the Company pursuant to Section 9.1(d), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the definitive agreement in respect of the Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent pursuant to Section 9.1(e), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after such termination. In the case of termination of this Agreement by the Company pursuant to Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such termination. (c) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as set forth in this cases in which a fee is paid pursuant to Section 9.38.3(b), all costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement hereby (collectively, "Expenses") shall be paid by the party incurring such costs and expenses, whether or not provided that (i) if the Merger is consummated; provided, however, that if transactions contemplated by this Agreement is terminated by Parent are consummated or the Company pursuant if they are not consummated as a result of a breach (determined without regard to Section 9.1(d), by Parent pursuant to 9.1(eany materiality qualifier therein) or 9.1(f) or by the Company pursuant to Section 9.1(h), then of any representation or warranty made as of the Company shall make a nonrefundable cash payment to Parent, at the time specified date hereof in the next sentencethis Agreement (such that such breach, in the sum of $2.5 million (“Expenses”) aggregate, has resulted, or would reasonably be expected to compensate Parent for fees and expenses result in, a Company Material Adverse Effect), all Expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement Buyer shall be paid by the Company pursuant to Section 9.1(dand (ii) or 9.1(h)if the transactions contemplated by this Agreement are not consummated for any other reason, the nonrefundable payment of all Expenses pursuant to the proviso to the first sentence of this Section 9.3 incurred by Buyer from and after December 14, 1995 shall be made paid by the Company concurrently with such termination; and Company, in the each case not to exceed an aggregate amount of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination$4,000,000. (b) Without limiting the provisions of Section 10.6, if If (i) the transactions contemplated by this Agreement are not consummated as a result of a material breach by the Company of Section 5.6 hereof, (ii) the Agreement is terminated pursuant to Section 7.1(g) hereof, or (iii) a Third Party Business Combination (as defined below) shall occur either prior to the termination of this Agreement pursuant to Section 7.1(a), 7.1(b), 7.1(c) (other than by the Company as a result of the failure of a condition specified in Section 6.2 to be satisfied), 7.1(d) or 7.1(g) hereof or within nine months following the date this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d7.1(e) and hereof (x) at or prior to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawn, and (y) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination (which for this purpose only, each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction” shall be “50%”); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e), or (iii) this Agreement is unless properly terminated by the Company pursuant to Section 9.1(h7.1(e); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement), in any such case, then the Company shall pay to ParentBuyer, within five business days after receipt of a written request therefor in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of clause (i) and immediately after the termination of this Agreement by Parent or the Company pursuant to Section 9.1(d), 7.1(g) or the Fee less the amount occurrence of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the definitive agreement a Third Party Business Combination in respect of the Acquisition Transaction, whichever is earlier. In the case of termination clauses (ii) and (iii), respectively, an amount in same day funds equal to $2,000,000. For purposes of this Agreement by Parent pursuant to Section 9.1(e)Agreement, the Fee less term "Third Party Business Combination" of the amount Company hereto means the occurrence of any Expenses previously paid pursuant of the following events: (A) the Company or any Subsidiary of the Company is acquired by merger or otherwise by any person, entity or group, other than the other party hereto or any affiliate thereof (a "Third Party"); (B) the Company or any subsidiary of the Company enters into an agreement with a Third Party which contemplates the acquisition of 25% or more of the total assets of the Company and its subsidiaries taken as a whole; (C) the Company enters into a merger or other agreement with a Third Party which contemplates the acquisition of beneficial ownership of more than 25% of the outstanding shares of the Company Common Stock (or securities convertible thereinto or exercisable therefor); (D) a Third Party acquires more than 25% of the total assets of the Company and its subsidiaries taken as a whole; (E) a Third Party who, as of the date 10 days preceding the date hereof, beneficially owns less than 10% of the outstanding shares of the Company Common Stock obtains beneficial ownership of such number of shares of Company Common Stock such that it beneficially owns more than 25% of the outstanding shares of the Company Common Stock, or any person, entity or group which beneficially owns (or has the right to Section 9.3(aacquire) shall be paid 10% or more of the outstanding shares of the Company Common Stock increases its beneficial ownership of the outstanding shares of Company Common Stock by 10% or more; (F) the Company adopts a plan of liquidation relating to more than 25% of the total assets of the Company and its subsidiaries taken as a whole; (G) the Company repurchases more than 25% of the outstanding shares of the Company's capital stock; or (H) there is a public announcement or written proposal with respect to a plan or intention by the Company within two or a Third Party to effect any of the foregoing transactions (2) Business Days after provided such terminationtransaction is consummated during the nine month period following such public announcement or written proposal). In the case For purposes of termination of this Agreement by the Company pursuant to Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such termination. (c) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages term "beneficial ownership" shall have the meaning set forth in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation Rule 13d-3 of the consummation of the Merger, which amount would otherwise be impossible to calculate with precisionExchange Act. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.37.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Transactions shall be paid by the party Party incurring such expenses, whether or not the Merger is consummated; provided, however, that if . (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 7.1(e); (ii) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d7.1(d), by Parent pursuant to 9.1(e; or 64 (iii) or 9.1(f) or by the Company pursuant to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination. (b) Without limiting the provisions of Section 10.6, if (iA) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d7.1(b) and (xbut in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to proviso (z) at to Section 7.1(b)), or prior Section 7.1(f), or terminated by Parent pursuant to the time of the Company General Meeting Section 7.1(g), (B) any Person shall have publicly disclosed a bona fide Acquisition Proposal or an Acquisition Proposal shall have has otherwise been publicly announced communicated to the Board of Directors after the execution and not publicly withdrawn, delivery of this Agreement and (y) the Company enters into a binding agreement prior to consummate, or consummates, an Acquisition Transaction in respect of such termination and such Acquisition Proposal has not been unconditionally and, in the case of a publicly disclosed Acquisition Proposal, publicly withdrawn prior to such termination and (C) within twelve (12) months after the date 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 (which for this purpose only, each reference C) the references to “85%” and “15%” appearing in the definition of an “Acquisition TransactionProposal” shall be deemed to be references to “50%”; then, in any such event under clause (i); or , (ii) or (iii) of this Agreement is terminated Section 7.3(b), the Company shall pay to Parent or its designee the Termination Fee by Parent wire transfer of same day funds (x) in the case of Section 7.3(b)(i), prior to or substantially concurrently with (and as a condition to the effectiveness of) such termination, (y) in the case of Section 7.3(b)(ii), within one (1) business day after such termination or (z) in the case of Section 7.3(b)(iii), prior to or concurrently with the earlier of entering into the definitive agreement with respect to, or consummating, the Acquisition Proposal referred to in clause (C) of Section 7.3(b)(iii); it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. As used herein, “Termination Fee” shall mean a cash amount equal to $222,370,000. Payment of the Termination Fee pursuant to this Section 7.3(b), together with any amounts that become due pursuant to Section 9.1(e7.3(d), or shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (iiiand the termination hereof), the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub 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 arising out of or in connection with this Agreement, any of the Transactions or any matters forming the basis for such termination; provided, that the foregoing shall not relieve any Company Related Party from any liability for fraud or willful breach of this Agreement prior to such termination. Notwithstanding anything in this Agreement to the contrary, in the event this Agreement is terminated by the Company pursuant to Section 9.1(h); then (without limiting any liability of the Company for any breach by reason at a time when Parent would have had the Company of any provision of this Agreement), in any such case, the Company shall pay right to Parent, in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of termination of this Agreement by Parent or the Company pursuant to Section 9.1(d), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the definitive agreement in respect of the Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent pursuant to Section 9.1(e), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after such termination. In the case of termination of this Agreement by the Company pursuant to Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such termination. (c) Notwithstanding anything to the contrary in terminate this Agreement, each Parent shall be entitled to receipt of any Termination Fee that would have been (or would have subsequently become) payable had Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating terminated this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precisionat such time. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as otherwise set forth in this Section 9.3Agreement, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Transactions shall be paid by the party incurring such expensescost or expense, except that Parent shall pay, whether or not the Merger Mergers or any other Transaction is consummated; provided, however, that if this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees all costs and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such terminationExchange Agent. (b) Without limiting In the provisions of Section 10.6, ifevent that: (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d) and (x) at or prior to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawn, and (y) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination (which for this purpose only, each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction” shall be “50%”7.1(g); or; (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e7.1(h), ; or (iii) this Agreement is terminated pursuant to Section 7.1(b), Section 7.1(d) or Section 7.1(e) and (A) an Acquisition Proposal shall have been received by the Company or its Representatives or any Person shall have publicly proposed or publicly announced an intention (whether or not conditional) to make an Acquisition Proposal (and, in the case of a termination pursuant to Section 9.1(h7.1(d), such Acquisition Proposal or publicly proposed or announced intention shall have been made prior to the Shareholders Meeting) and (B) within twelve months after the date of such termination, the Company enters into a definitive agreement in respect of, or consummates, any Acquisition Proposal (provided that for purposes of this 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 (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement), in any such case, the Company shall pay as directed by Parent the Company Termination Fee by wire transfer of same-day funds to Parent, an account designated by Parent (1) in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of Section 7.3(b)(i), within two Business Days after such termination, (2) in the case of Section 7.3(b)(ii), prior to or concurrently with the termination of this Agreement by Parent or the Company pursuant to Section 9.1(d7.1(h), and (3) in the Fee less case of Section 7.3(b)(iii), within two Business Days after the amount earlier of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the a definitive agreement in respect of the Acquisition TransactionProposal referred to in clause (B) of Section 7.3(b)(iii), whichever is earlieror the consummation of, such Acquisition Proposal. For the avoidance of doubt, any payment made by the Company under this Section 7.3(b) shall be payable only once with respect to Section 7.3(b) and not in duplication, even though such payment may be payable under one or more provisions hereof. In the case event that Parent shall receive full payment of termination the Company Termination Fee pursuant to this Section 7.3(b) under circumstances where a Company Termination Fee was payable, the receipt of the Company Termination Fee shall be deemed to be liquidated damages (and not a penalty) in a reasonable amount to compensate the Parent Parties for any and all losses or damages suffered or incurred by the Parent Parties, any of their respective Affiliates or any other Person in connection with this Agreement by Parent pursuant to Section 9.1(e(and the termination hereof), the Fee less Transactions (and the amount of abandonment thereof) or any Expenses previously paid pursuant to Section 9.3(a) shall be paid by matter forming the Company within two (2) Business Days after basis for such termination. In , and except as provided in the case of termination last proviso of this Agreement by the Company pursuant to Section 9.1(h7.3(b), the Fee less the amount of any Expenses previously paid Company Parties shall have no further Liability, whether pursuant to Section 9.3(aa 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 the Parent Parties, any of their respective Affiliates or any other Person shall be paid by entitled to bring or maintain any Legal Proceeding against the Acquired Companies or their 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; provided that if the Company concurrently fails to pay the Company Termination Fee and any Parent Party commences a suit against the Company for the Company Termination Fee or any portion thereof and prevails in such suit, then the Company shall pay the Parent Parties their costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such terminationsuit, together with interest on the Company Termination Fee 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). (c) Notwithstanding anything In the event that this Agreement is terminated pursuant to Section 7.1(f) or Section 7.1(i), then Parent shall pay the contrary Company the Parent Termination Fee by wire transfer of same-day funds on the third Business Day following such termination in accordance with Section 7.4. For the avoidance of doubt, any payment made by Parent under this AgreementSection 7.3(c) shall be payable only once and not in duplication, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, even though such payment may be payable under one or more provisions hereof. In the event that the Company shall receive full payment of the Parent Termination Fee is pursuant to this Section 7.3(c), the receipt of the Parent Termination Fee shall be deemed to be liquidated damages (and not a penalty, but rather is liquidated damages ) in a reasonable amount that will to compensate Parent the Company Parties for any and Merger Sub all losses or damages suffered or incurred by the Company Parties, any of their respective Affiliates or any other Person in connection with this Agreement (and the circumstances in which termination hereof), the Fee is payable Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and except for the efforts amounts payable or reimbursable by the Parent Parties pursuant to Section 5.12(d), the last sentence of Section 5.14 (collectively, the “Parent Expenses”) and resources expended and opportunity forgone while negotiating the last sentence of this Section 7.3(c), none of the Parent Parties shall have any further Liability, whether pursuant to a claim at Law or in equity, to the Company or any of its 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 the Company Parties, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any Legal Proceeding against the Parent Parties or their Affiliates for damages or any equitable relief arising out of or in reliance on connection with this Agreement Agreement, any of the Transactions or any matters forming the basis for such termination; provided that if Parent fails to pay the Parent Termination Fee and/or any Parent Expenses and the Company commences a suit against Parent for the Parent Termination Fee and/or any Parent Expenses, or any portions thereof and prevails in such suit, then Parent shall pay the Company in accordance with Section 7.4, its costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Parent Termination Fee be payable.and/or Parent Expenses at the

Expenses; Termination Fees. (a) Except as set forth in this Section 9.3, Section 5.7(e), and Section 5.12, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Transaction Expenses shall be paid by the party Party incurring such expenses, whether or not the Merger is consummated; provided. Notwithstanding the foregoing, however, the Company shall pay all (i) fees and expenses incurred under clauses (b) and (d) of the definition of the Transaction Expenses and (ii) 50% of fees and expenses incurred under clauses (c) of the definition of Transaction Expenses. (b) In the event that if either: (i) (A) this Agreement is terminated by pursuant to Section 9.1(b), Section 9.1(e) or Section 9.1(h), (B) at any time after the date hereof and before such termination an Acquisition Proposal with respect to Parent shall have been either publicly announced or publicly disclosed to Parent or the Company pursuant to Section 9.1(dParent Board (and not withdrawn), by in each case after the date of this Agreement but prior to the termination of this Agreement, and (C) within 12 months after the date of such termination, Parent pursuant consummates a Subsequent Transaction, whether or not in respect of the Acquisition Proposal referred to 9.1(ein clause (B); (ii) or 9.1(f) or this Agreement is terminated by the Company pursuant to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent9.1(f) (or, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with is terminated, the Merger. In Company had the case of termination of right to terminate this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination.); or (b) Without limiting the provisions of Section 10.6, if (iiii) this Agreement is terminated by Parent pursuant to Section 9.1(j), then in the case of a termination pursuant to Section 9.3(b)(i), 9.3(b)(ii) or 9.3(b)(iii), Parent shall pay to the Company an amount equal to $1,500,000 (the “Company Termination Fee”) within three Business Days of consummation of such Subsequent Transaction or any termination under clause (ii) or clause (iii). (c) In the event that either: (i) (A) this Agreement is terminated pursuant to Section 9.1(b), Section 9.1(d) or Section 9.1(i), (B) at any time after the date hereof and before such termination an Acquisition Proposal with respect to the Company shall have been either publicly announced or publicly disclosed or otherwise communicated to the Company or the Company pursuant to Section 9.1(d) Board (and (x) at or not withdrawn), in each case after the date of this Agreement but prior to the time termination of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawnthis Agreement, and (yC) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) 12 months after the date of such termination termination, the Company consummates a Subsequent Transaction whether or not in respect of the Acquisition Proposal referred to in clause (which for this purpose only, each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction” shall be “50%”B); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e9.1(g) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 9.1(g)), orthen in the case of a termination pursuant to Section 9.3(c)(i), Parent shall pay to the Company an amount equal to $1,500,000, and in the case of a termination pursuant to Section 9.3(c)(ii), the Company shall pay to Parent an amount equal to $3,000,000 (each, the “Parent Termination Fee”) within three Business Days of consummation of such Subsequent Transaction or any termination under clause (ii) or clause (iii). (iiid) If this Agreement is terminated by the Company pursuant to Section 9.1(f) or Section 9.1(h); then (without limiting any liability of , Parent shall reimburse the Company for any breach all reasonable out-of-pocket fees and expenses incurred by the Company in connection with this Agreement and the Contemplated Transactions, up to a maximum of any provision $250,000, by wire transfer of same-day funds within ten (10) Business Days following the date on which the Company submits to Parent true and correct copies of reasonable documentation supporting such expenses (the “Company Expense Reimbursement”). If this AgreementAgreement is terminated by Parent pursuant to Section 9.1(g) or Section 9.1(i), in any such case, the Company shall pay reimburse Parent for all reasonable out-of-pocket fees and expenses incurred by Parent in connection with this Agreement and the Contemplated Transactions, up to Parent, in cash at the time specified in the next sentence, a nonrefundable fee in the amount maximum of $8,700,000 250,000, by wire transfer of same-day funds within ten (10) Business Days following the date on which Parent submits to the Company true and correct copies of reasonable documentation supporting such expenses (the “FeeParent Expense Reimbursement”). (e) less Any Company Termination Fee or Parent Termination Fee under this Section 9.3 shall be paid by wire transfer of same day funds. If a Party fails to pay when due any amount payable by it under this Section 9.3, then such Party 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 to the Company in full) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal or any Expenses previously paid successor thereto) in effect on the date such overdue amount was originally required to be paid. (f) The Parties agree that, (i) subject to Section 9.2, payment of the Company Termination Fee or Company Expense Reimbursement shall, in the circumstances in which it is owed in accordance with the terms of this Agreement, constitute the sole and exclusive remedy of the Company following the termination of this Agreement, it being understood that in no event shall Parent be required to pay the amounts payable pursuant to this Section 9.3(a). In 9.3 on more than one occasion and (ii) following payment of the case Company Termination Fee (x) Parent shall have no further liability to the Company in connection with or arising out of this Agreement or the termination thereof, any breach of this Agreement by Parent giving rise to such termination, or the failure of the Contemplated Transactions to be consummated, (y) neither the Company pursuant nor any of its Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against Parent or Merger Sub or seek to obtain any recovery, judgment or damages of any kind against such Parties (or any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of such Parties) in connection with or arising out of this Agreement or the termination thereof, any breach by any such Parties giving rise to such termination or the failure of the Contemplated Transactions to be consummated and (z) the Company and its Affiliates shall be precluded from any other remedy against Parent, Merger Sub and their respective Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such Party giving rise to such termination or the failure of the Contemplated Transactions to be consummated; provided, however, that nothing in this Section 9.3(f) shall limit the rights of Parent and Merger Sub under Section 10.11. (g) The Parties agree that, (i) subject to Section 9.1(d)9.2, the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation payment of the Acquisition Transaction Parent Termination Fee or entry into Parent Expense Reimbursement shall, in the definitive agreement circumstances in respect which it is owed in accordance with the terms of this Agreement, constitute the Acquisition Transaction, whichever is earlier. In sole and exclusive remedy of Parent following the case of termination of this Agreement by Parent Agreement, it being understood that in no event shall the Company be required to pay the amounts payable pursuant to this Section 9.1(e), 9.3 on more than one occasion and (ii) following payment of the Parent Termination Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a(x) shall be paid by the Company within two (2) Business Days after such termination. In shall have no further liability to Parent in connection with or arising out of this Agreement or the case of termination thereof, any breach of this Agreement by the Company pursuant giving rise to Section 9.1(h)such termination, or the Fee less failure of the amount Contemplated Transactions to be consummated, (y) neither Parent nor any of its Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against the Company or seek to obtain any recovery, judgment or damages of any Expenses previously paid pursuant kind against such Parties (or any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of such Parties) in connection with or arising out of this Agreement or the termination thereof, any breach by any such Parties giving rise to such termination or the failure of the Contemplated Transactions to be consummated and (z) Parent and its Affiliates shall be precluded from any other remedy against the Company and its Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such Party giving rise to such termination or the failure of the Contemplated Transactions to be consummated; provided, however, that nothing in this Section 9.3(a9.3(g) shall be paid by limit the rights of the Company concurrently with such terminationunder Section 10.11. (ch) Notwithstanding anything to Each of the contrary Parties acknowledges that (i) the agreements contained in this AgreementSection 9.3 are an integral part of the Contemplated Transactions, each of Parent (ii) without these agreements, the Parties would not enter into this Agreement and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee (iii) any amount payable pursuant to this Section 9.3 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub the applicable Party in the circumstances in which the Fee such amount is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.3, all fees and expenses incurred in connection with this Agreement and In the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated; provided, however, event that if this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f6.1(e) or by the Company pursuant to Section 9.1(h6.1(h), then the Company shall make a nonrefundable cash payment pay to Parent, at Parent the time specified in Termination Fee. The Termination Fee payable pursuant to this Section 6.3(a) shall be paid no later than the next sentence, in the sum of $2.5 million second (“Expenses”2nd) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of Business Day following termination of this Agreement by the Company pursuant to Section 9.1(d6.1(e) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company and concurrently with such termination; and in the case of any termination of this Agreement by Parent pursuant to Section 9.1(d6.1(h), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination. (b) Without limiting In the provisions of Section 10.6, if event that (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d6.1(b) and or Section 6.1(d), (xii) at or prior to the Outside Date (in the case of termination pursuant to Section 6.1(b)) or the Company Stockholders Meeting at which the Required Stockholder Vote shall not have been obtained (in the case of termination pursuant to Section 6.1(d)), a Third Party or the Company shall have publicly disclosed that such Third Party has made, or is considering making, an Acquisition Proposal (and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the Company General Meeting an termination of this Agreement, or in the case of termination pursuant to Section 6.1(b), such Acquisition Proposal shall not have been publicly announced and not publicly withdrawnwithdrawn at least ten (10) days prior to the Company Stockholders Meeting), and (yiii) the Company enters into a binding agreement to consummateif, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination of this Agreement, the Company enters into a definitive agreement providing for, or consummates, a transaction within the scope of the definition of “Acquisition Transaction” (which provided that for purposes of this purpose onlyclause (iii), each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction” to 15% shall be “deemed to be a reference to 50%”); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e), or (iii) this Agreement is terminated by the Company pursuant to Section 9.1(h); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement), in any such case, the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of termination of this Agreement by Parent or the Company pursuant to Section 9.1(d), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the definitive agreement in respect of the Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent pursuant to Section 9.1(e), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after the entry into such termination. In definitive agreement, or concurrently with the case consummation of termination of this Agreement by the Company pursuant such transaction, as applicable, cause to Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid to Parent, by wire transfer of immediately available funds, an amount equal to the Company concurrently with such terminationTermination Fee. (c) Notwithstanding anything All payments under this Section 6.3 shall be made by wire transfer of immediately available funds to the contrary an account designated in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precisionwriting by Parent. (d) Each of the Company and Parent acknowledges that the agreements contained in this Section 6.3 are an integral part of this Agreement. Accordingly, in the event that the Company shall fail to pay the Termination Fee when due, the Company shall reimburse Parent for all reasonable costs and expenses incurred or accrued by it (including reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 6.3 with interest on the amount of the Termination Fee from the date that such payment was required to be made until the date of actual payment at the prime lending rate prevailing during such period as published in The Wall Street Journal. (e) In no the event that Parent shall more than one receive the Termination Fee pursuant to this Section 6.3, the receipt of such fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub or any of their respective Affiliates in connection with this Agreement (1and the termination hereof), the Merger (and the abandonment thereof) Fee or any matter forming the basis for such termination, and none of Parent, Merger Sub or any of their respective Affiliates shall be payableentitled to bring or maintain any other claim, action or proceeding against the Company or any of its Subsidiaries or any of their respective Affiliates arising out of this Agreement, the Merger or any matters forming the basis for such termination.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.37.3, or otherwise specifically provided in this Agreement, all fees costs and expenses incurred in connection with this Agreement Agreement, the Merger and the transactions contemplated by this Agreement other Transactions shall be paid by the party incurring such costs and expenses, whether or not the Merger is consummated; provided, however, that if this Agreement is terminated by Parent or . (b) Notwithstanding the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentenceforegoing, in the sum event of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by either (i) the Company Company, pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination. (b) Without limiting the provisions of Section 10.67.1(d)(i-ii), if or (ii) L360, pursuant to the provisions of Section 7.1(e)(i-ii), in each case, which shall include the attempted termination of this Agreement, by either party other than as provided in Section 7.1, where the non-terminating party has been determined (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d) and a court of competent jurisdiction (x) at or prior to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawnby a non-appealable decision), and (y) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination (which for this purpose only, each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction” shall be “50%”); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e), or a decision rendered in binding arbitration (which is not appealable) or (iii) this Agreement is terminated by the Company parties, pursuant to Section 9.1(h); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement)a settlement agreement, in any such case, the Company shall pay to Parent, in cash at the time specified in the next sentence, have materially breached this Agreement so as to provide for a nonrefundable fee in the amount right of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid termination pursuant to either Section 9.3(a). In the case of termination of this Agreement by Parent 7.1(d)(i-ii) or the Company pursuant to Section 9.1(d7.1(e)(i-ii), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) as applicable, then such non-terminating party shall be paid immediately prior required to pay the consummation of terminating party’s Expenses incurred in connection with the Acquisition Transaction or entry into the definitive agreement in respect of the Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent pursuant to Section 9.1(e), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after such termination. In the case of termination of this Agreement by the Company pursuant to Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such terminationtransactions contemplated hereunder. (c) Notwithstanding anything to the contrary foregoing, in the event a party terminates this Agreement, each in accordance with Section 7.1(d)(i) or Section 7.1(e)(i), as applicable, and the non-terminating party has been determined (i) by a court of Parent and Merger Sub acknowledges and agreescompetent jurisdiction (by a non-appealable decision), on behalf of itself and its affiliates, that the Fee (ii) pursuant to a decision rendered in binding arbitration (which is not appealable) or (iii) by the parties, pursuant to a penaltysettlement agreement, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating any case, to have materially breached this Agreement and so as to provide for a right of termination pursuant to either Section 7.1(d)(i) or Section 7.1(e)(i), as applicable, then such non-terminating party shall be required to pay the terminating party’s Expenses incurred in reliance on this Agreement and on connection with the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precisiontransactions contemplated hereunder. (d) In no event All payments required under Section 7.3(b) shall more than be made by wire transfer of immediately available funds to an account designated by the party to whom such payment will be made. (e) The term “Expenses” shall mean all out-of-pocket expenses incurred by the Company and its affiliates, on the one (1) Fee be payablehand, or L360 and its affiliates, on the other hand, in connection with this Agreement and/or any other Transaction Documents, any letter of intent related to this Agreement, and the transactions contemplated hereby or incidental hereto, including, without limitation, reasonable fees and expenses of accountants, attorneys and financial advisors.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.37.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Transactions shall be paid by the party Party incurring such expenses, whether or not the Merger is consummated; provided, however, that if . (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 7.1(e); (ii) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d7.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination.or (biii) Without limiting the provisions of Section 10.6, if (iA) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d7.1(b) and (xbut in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to proviso (z) at to Section 7.1(b)), or prior Section 7.1(f), or terminated by Parent pursuant to the time of the Company General Meeting Section 7.1(g), (B) any Person shall have publicly disclosed a bona fide Acquisition Proposal or an Acquisition Proposal shall have has otherwise been publicly announced communicated to the Board of Directors after the execution and not publicly withdrawn, delivery of this Agreement and (y) the Company enters into a binding agreement prior to consummate, or consummates, an Acquisition Transaction in respect of such termination and such Acquisition Proposal has not been unconditionally and, in the case of a publicly disclosed Acquisition Proposal, publicly withdrawn prior to such termination and (C) within twelve (12) months after the date 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 (which for this purpose only, each reference C) the references to “85%” and “15%” appearing in the definition of an “Acquisition TransactionProposal” shall be deemed to be references to “50%”); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e), or (iii) this Agreement is terminated by the Company pursuant to Section 9.1(h); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement), in any such case, the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of termination of this Agreement by Parent or the Company pursuant to Section 9.1(d), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the definitive agreement in respect of the Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent pursuant to Section 9.1(e), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after such termination. In the case of termination of this Agreement by the Company pursuant to Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such termination. (c) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee be payable.;

Expenses; Termination Fees. (a) Except as set forth in this Section 9.3, Section 5.7(d), and Section 5.10, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Transaction Expenses shall be paid by the party Party incurring such expenses, whether or not the Merger is consummated; provided. Notwithstanding the foregoing, however, the Company shall pay all fees and expenses incurred under clauses (b) and (d) of the definition of the Transaction Expenses. (b) In the event that if either: (i) (A) this Agreement is terminated by pursuant to Section 9.1(b), Section 9.1(e) or Section 9.1(h), (B) at any time after the date hereof and before such termination an Acquisition Proposal with respect to Parent shall have been either publicly announced or disclosed to Parent or the Company pursuant Parent Board, in each case after the date of this Agreement but prior to Section 9.1(dthe termination of this Agreement and (C) within 12 months after the date of such termination, Parent consummates a Subsequent Transaction, whether or not in respect of the Acquisition Proposal referred to in clause (B), by Parent pursuant to 9.1(e; (ii) or 9.1(f) or this Agreement is terminated by the Company pursuant to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent9.1(f) (or, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with is terminated, the Merger. In Company had the case of termination of right to terminate this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination.); or (b) Without limiting the provisions of Section 10.6, if (iiii) this Agreement is terminated by Parent pursuant to Section 9.1(j), then in the case of a termination pursuant to Section 9.3(b)(i) or 9.3(b)(ii) Parent shall pay to the Company an amount equal to $500,000, and in the case of a termination pursuant to 9.3(b)(iii) Parent shall pay to the Company an amount equal to $750,000 (each, the “Company Termination Fee”) within three Business Days of consummation of such Subsequent Transaction or any termination under clause (ii). (c) In the event that either: (i) (A) this Agreement is terminated pursuant to Section 9.1(b), Section 9.1(e) or Section 9.1(i), (B) at any time after the date hereof and before such termination an Acquisition Proposal with respect to the Company shall have been either publicly announced or disclosed or otherwise communicated to the Company or the Company pursuant to Section 9.1(d) and (x) at or Board, in each case after the date of this Agreement but prior to the time termination of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawn, this Agreement and (yC) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) 12 months after the date of such termination termination, the Company consummates a Subsequent Transaction whether or not in respect of the Acquisition Proposal referred to in clause (which for this purpose only, each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction” shall be “50%”B); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e)9.1(g) (or, or (iii) at the time this Agreement is terminated by terminated, Parent had the Company right to terminate this Agreement pursuant to Section 9.1(h9.1(g); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement), then in any such case, the case of a termination pursuant to Section 9.3(c)(i) the Company shall pay to ParentParent an amount equal to $1,000,000, in cash at the time specified and in the next sentencecase of a termination pursuant to Section 9.3(c)(ii) the Company shall pay to Parent an amount equal to $3,000,000 (each, a nonrefundable fee in the amount of $8,700,000 (the “Parent Termination Fee”) less the amount within three Business Days of consummation of such Subsequent Transaction or any Expenses previously paid pursuant to Section 9.3(atermination under clause (ii). In the case of termination of . (d) If this Agreement by Parent or the Company pursuant to Section 9.1(d), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the definitive agreement in respect of the Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent terminated pursuant to Section 9.1(e), Parent shall, within two Business Days of receipt of an invoice therefor, reimburse the Company for 50% of the Transaction Expenses incurred by the Company in connection with the Contemplated Transactions (the “Expense Reimbursement”); provided that in no event shall such Expense Reimbursement be in an amount greater than $250,000. For the avoidance of doubt, the Expense Reimbursement, to the extent paid, shall be credited against any Company Termination Fee less the amount of any Expenses previously paid pursuant to which becomes payable thereafter. (e) Any Company Termination Fee, Parent Termination Fee or Expense Reimbursement due under this Section 9.3(a) 9.3 shall be paid by wire transfer of same day funds. If a Party fails to pay when due any amount payable by it under this Section 9.3, then such Party 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 to the Company within two in full) at a rate per annum equal to the “prime rate” (2as published in The Wall Street Journal or any successor thereto) Business Days after in effect on the date such overdue amount was originally required to be paid. (f) The Parties agree that, (i) subject to Section 9.2, payment of the Company Termination Fee or Expense Reimbursement shall, in the circumstances in which it is owed in accordance with the terms of this Agreement, constitute the sole and exclusive remedy of the Company following the termination of this Agreement, it being understood that in no event shall Parent be required to pay the amounts payable pursuant to this Section 9.3 on more than one occasion and (ii) following payment of the Company Termination Fee (x) Parent shall have no further liability to the Company in connection with or arising out of this Agreement or the termination thereof, any breach of this Agreement by Parent giving rise to such termination. In , or the case failure of the Contemplated Transactions to be consummated, (y) neither the Company nor any of its Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against Parent or Merger Sub or seek to obtain any recovery, judgment or damages of any kind against such Parties (or any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of such Parties) in connection with or arising out of this Agreement or the termination thereof, any breach by any such Parties giving rise to such termination or the failure of the Contemplated Transactions to be consummated and (z) the Company and its Affiliates shall be precluded from any other remedy against Parent, Merger Sub and their respective Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such Party giving rise to such termination or the failure of the Contemplated Transactions to be consummated; provided, however, that nothing in this Section 9.3(f) shall limit the rights of Parent and Merger Sub under Section 10.11. (g) The Parties agree that, (i) subject to Section 9.2, payment of the Parent Termination Fee shall, in the circumstances in which it is owed in accordance with the terms of this Agreement, constitute the sole and exclusive remedy of Parent following the termination of this Agreement, it being understood that in no event shall the Company be required to pay the amounts payable pursuant to this Section 9.3 on more than one occasion and (ii) following payment of the Parent Termination Fee (x) the Company shall have no further liability to Parent in connection with or arising out of this Agreement or the termination thereof, any breach of this Agreement by the Company pursuant giving rise to Section 9.1(h)such termination, or the Fee less failure of the amount Contemplated Transactions to be consummated, (y) neither Parent nor any of its Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against the Company or seek to obtain any recovery, judgment or damages of any Expenses previously paid pursuant kind against such Parties (or any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of such Parties) in connection with or arising out of this Agreement or the termination thereof, any breach by any such Parties giving rise to such termination or the failure of the Contemplated Transactions to be consummated and (z) Parent and its Affiliates shall be precluded from any other remedy against the Company and its Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such Party giving rise to such termination or the failure of the Contemplated Transactions to be consummated; provided, however, that nothing in this Section 9.3(a9.3(g) shall be paid by limit the rights of the Company concurrently with such terminationunder Section 10.11. (ch) Notwithstanding anything to Each of the contrary Parties acknowledges that (i) the agreements contained in this AgreementSection 9.3 are an integral part of the Contemplated Transactions, each of Parent (ii) without these agreements, the Parties would not enter into this Agreement and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee (iii) any amount payable pursuant to this Section 9.3 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub the applicable Party in the circumstances in which the Fee such amount is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.3, Section 5.8(d), and Section 5.11, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Contemplated Transactions shall be paid by the party Party incurring such expenses, whether or not the Merger is consummated; provided, however, that if this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for pay all fees and expenses incurred in relation to the printing and filing with the SEC of the Registration Statement (including any financial statements and exhibits) and any amendments or supplements thereto and paid to a financial printer or the SEC. It is understood and agreed that all fees and expenses incurred or to be incurred by or on behalf of Parent the Company in connection with the preparation Contemplated Transactions and negotiation of preparing, negotiating and entering into this Agreement and otherwise in connection with the Merger. In the case performance of termination of its obligations under this Agreement shall be paid by the Company pursuant to Section 9.1(d) in cash at or 9.1(h), the nonrefundable payment of Expenses pursuant prior to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such terminationClosing. (b) Without limiting the provisions of Section 10.6, if If (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d) and (x) at or prior to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawn, and (y) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination (which for this purpose only, each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction” shall be “50%”); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e), or (iii) this Agreement is terminated by the Company pursuant to Section 9.1(h9.1(f); then , (without limiting any liability of ii) an Acquisition Proposal with respect to Parent shall have been publicly announced or disclosed or otherwise communicated to Parent or the Company for any breach by Parent Board after the Company of any provision date of this Agreement), in any such case, Agreement but prior to the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of termination of this Agreement by and (iii) within twelve months after the date of such termination, Parent or the Company pursuant to Section 9.1(d), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation of the Acquisition consummates a Subsequent Transaction or entry into the definitive agreement in respect of the Acquisition Proposal referred to in clause (ii), then Parent shall pay to the Company an amount equal to $2,500,000 (the “Company Termination Fee”) within ten Business Days of such entry into a definitive agreement or consummation of such Subsequent Transaction, whichever is earlier. In the case Table of termination of Contents (c) If this Agreement is terminated by Parent pursuant to Section 9.1(e9.1(j), the Fee less the amount of any Expenses previously paid pursuant Parent shall pay to Section 9.3(a) shall be paid by the Company within two (2) ten Business Days after of such termination. In the case of termination of this Agreement by the Company pursuant to Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such terminationTermination Fee. (c) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.3, Section 5.6(d), and Section 5.9, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Contemplated Transactions shall be paid by the party Party incurring such expenses, whether or not the Merger is consummated; provided, however, that if this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for pay all fees and expenses incurred by or on behalf of Parent in connection relation to the printing and filing with the preparation SEC of the Registration Statement (including any financial statements and negotiation of this Agreement exhibits) and otherwise in connection with any amendments or supplements thereto and paid to a financial printer or the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such terminationSEC. (b) Without limiting the provisions of Section 10.6, if (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d) and (x) at or prior to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawn, and (y) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination (which for this purpose only, each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction” shall be “50%”); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e), or (iii) If this Agreement is terminated by the Company pursuant to Section 9.1(h9.1(f); , then Parent shall pay to the Company, by wire transfer of same-day funds on the date of termination, a nonrefundable fee in an amount equal to $750,000 (without limiting any liability the “Company Termination Fee”). (c) If this Agreement is terminated by Parent pursuant to Section 9.1(j), then Parent shall pay to the Company, by wire transfer of same-day funds within two Business Days of termination, the Company for any breach Termination Fee. (d) If this Agreement is terminated by the Company of any provision of this AgreementParent pursuant to Section 9.1(d) or 9.1(g), in any such case, then the Company shall pay to Parent, in cash at by wire transfer of same-day funds on the time specified in the next sentencedate of termination, a nonrefundable fee in the an amount of equal to $8,700,000 750,000 (the “Parent Termination Fee”). (e) less If this Agreement is terminated by the amount of any Expenses previously paid Company pursuant to Section 9.3(a9.1(k), then the Company shall pay to Parent, by wire transfer of same-day funds within two Business Days of termination, the Parent Termination Fee. (f) If this Agreement is terminated by the Company pursuant to Section 9.1(e) or 9.1(h) (and the breach by Parent for which the Company terminated this Agreement pursuant to Section 9.1(h) was a willful breach), then Parent shall reimburse the Company for all of its Third Party Expenses, up to a maximum of $250,000, by wire transfer of same-day funds within five Business Days following the date on which the Company submits to Parent true and correct copies of reasonable documentation supporting such Third Party Expenses. (g) If this Agreement is terminated by Parent pursuant to Section 9.1(i) (and the breach by the Company for which Parent terminated this Agreement pursuant to Section 9.1(i) was a willful breach), then the Company shall reimburse Parent for all of its Third Party Expenses, up to a maximum of $250,000, by wire transfer of same-day funds within five Business Days following the date on which Parent submits to the Company true and correct copies of reasonable documentation supporting such Third Party Expenses. (h) If a Party fails to pay when due any amount payable by it under this Section 9.3, then such Party shall (i) reimburse the other Party for reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred by it in connection with the collection of such overdue amount and the enforcement by such Party of its rights under this Section 9.3, and (ii) 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 to the other Party in full) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal or any successor thereto) in effect on the date such overdue amount was originally required to be paid. (i) The Parties agree that, subject to Section 9.2, payment of the Company Termination Fee or the reimbursement of expenses in accordance with Section 9.3(f) shall, in the circumstances in which such fee and reimbursement of expenses is owed in accordance with the terms of this Agreement, constitute the sole and exclusive remedy of the Company following the termination of this Agreement, it being understood that in no event shall Parent be required to pay the Company Termination Fee or the reimbursement of expenses pursuant to this Section 9.3 on more than one occasion. In Subject to Section 9.2, following payment of the case Company Termination Fee or the reimbursement of expenses in accordance with Section 9.3(f), (x) Parent shall have no further liability to the Company in connection with or arising out of this Agreement or the termination thereof, any breach of this Agreement by Parent giving rise to such termination, or the failure of the Contemplated Transactions to be consummated, (y) neither the Company pursuant nor any of its Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against Parent or Merger Sub or seek to obtain any recovery, judgment or damages of any kind against such Parties (or any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of such Parties) in connection with or arising out of this Agreement or the termination thereof, any breach by any such Parties giving rise to such termination or the failure of the Contemplated Transactions to be consummated and (z) the Company and its Affiliates shall be precluded from any other remedy against Parent, Merger Sub and their respective Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such Party giving rise to such termination or the failure of the Contemplated Transactions to be consummated. (j) The Parties agree that, subject to Section 9.1(d)9.2, the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation payment of the Acquisition Transaction Parent Termination Fee or entry into the definitive agreement reimbursement of expenses in respect accordance with Section 9.3(g) shall, in the circumstances in which such fee and reimbursement of expenses is owed in accordance with the Acquisition Transactionterms of this Agreement, whichever is earlier. In constitute the case sole and exclusive remedy of Parent following the termination of this Agreement by Agreement, it being understood that in no event shall the Company be required to pay the Parent Termination Fee or the reimbursement of expenses pursuant to this Section 9.1(e)9.3 on more than one occasion. Subject to Section 9.2, following payment of the Parent Termination Fee less or the amount reimbursement of any Expenses previously paid expenses pursuant to this Section 9.3(a9.3, (x) shall be paid by the Company within two (2) Business Days after such termination. In shall have no further liability to Parent in connection with or arising out of this Agreement or the case of termination thereof, any breach of this Agreement by the Company pursuant giving rise to Section 9.1(h)such termination, or the Fee less failure of the amount Contemplated Transactions to be consummated, (y) neither Parent nor any of its Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against the Company or seek to obtain any recovery, judgment or damages of any Expenses previously paid pursuant kind against such Parties (or any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of such Parties) in connection with or arising out of this Agreement or the termination thereof, any breach by any such Parties giving rise to Section 9.3(asuch termination or the failure of the Contemplated Transactions to be consummated and (z) Parent and its Affiliates shall be paid by precluded from any other remedy against the Company concurrently and its Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such terminationParty giving rise to such termination or the failure of the Contemplated Transactions to be consummated. (ck) Notwithstanding anything to Each of the contrary Parties acknowledges that (i) the agreements contained in this AgreementSection 9.3 are an integral part of the Contemplated Transactions, each of Parent (ii) without these agreements, the Parties would not enter into this Agreement and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee (iii) any amount payable pursuant to this Section 9.3 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub the Company in the circumstances in which the Fee such amount is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (ai) Except Subject to Section 9.3(a)(ii), all costs and expenses incurred by the Company, the Members’ Representative (on behalf of the Members) or the Parent in connection with the Transaction Documents and the Transactions, including the costs and expenses relating to the filing by each of the Parent and the Ultimate Parent Entity (as defined in the HSR Act) of the Company of their respective pre-merger notification and report forms relating to the Transactions under the HSR Act as set forth in Section 7.5 (including all filing fees applicable thereto) (the “HSR Expenses”), shall be included as Transaction Expenses hereunder (including for purposes Section 4.3(a)(iii) hereof). (ii) Subject to Section 9.3(g), to the extent this Section 9.3Agreement is terminated and Closing does not occur, all each party shall bear its own Transaction Expenses, other than (x) legal fees and related expenses incurred arising under the New Term Loan Commitment Letter, which shall all be borne by the Parent and (y) the fees and costs for the R&W Policy, which shall be shared 50/50 by the Parent and the Company. For the avoidance of doubt, subject to Section 9.3(g), in connection with the event this Agreement is terminated and Closing does not occur, the transactions contemplated by this Agreement shall be paid by HSR Expenses 67 DB1/ 97944280.20 (b) The Company agrees to pay Parent an amount equal to $6,000,000 (the party incurring such expenses, whether or not the Merger is consummated; provided, however, that “Company Termination Fee”) if this Agreement is terminated terminated: (i) by Parent or the Company pursuant to Section 9.1(d) or Section 9.1(e), ; (ii) by any Party at any time during which the Agreement was otherwise terminable in a circumstance in which Parent would be entitled to a payment of the Company Termination Fee pursuant to 9.1(eSection 9.3(b)(i) if Parent had terminated this Agreement pursuant to Section 9.1(d) or 9.1(fSection 9.1(e). (c) or Parent agrees to pay the Company an amount equal to $6,000,000 (the “Parent Termination Fee”) if this Agreement is terminated: (i) by the Company pursuant to Section 9.1(f) or Section 9.1(h), then ; or (ii) by any Party at any time during which the Agreement was otherwise terminable in circumstances in which the Company shall make a nonrefundable cash would be entitled to payment to Parent, at of the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company Termination Fee pursuant to Section 9.1(d9.3(c)(i) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by if the Company concurrently with such termination; and in the case of termination of had terminated this Agreement by Parent pursuant to Section 9.1(d), 9.1(e9.1(f) or 9.1(fSection 9.1(h), the nonrefundable payment of Expenses . (d) Any Company Termination Fee or Parent Termination Fee required to be paid pursuant to the proviso to the first sentence of this Section 9.3(b) or Section 9.3(c) shall be made by the Company paid within two (2) Business Days after such termination. (b) Without limiting the provisions of Section 10.6, if (i) this Agreement is terminated termination by Parent or the Company pursuant to Section 9.1(d) and (x) at or prior to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawn, and (y) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination (which for this purpose only, each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction” shall be “50%”); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(eas applicable), or (iii) this Agreement is terminated by the Company pursuant to Section 9.1(h); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement)and, in any such each case, the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of termination of this Agreement by Parent or the Company pursuant to Section 9.1(d), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the definitive agreement in respect of the Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent pursuant to Section 9.1(e), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after such termination. In the case wire transfer of termination of this Agreement immediately available funds to an account designated in writing by the Company pursuant to Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such terminationreceiving Party. (c) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.310.3 and Section 6.10, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Contemplated Transactions shall be paid by the party Party incurring such expenses, whether or not the Merger is consummated; provided. (b) If (i) at any time after the date of this Agreement and prior to the Aspen Stockholder Meeting, howeveran Acquisition Proposal with respect to Aspen shall have been publicly announced or disclosed or otherwise made known to the Aspen Board (and shall not have been withdrawn), that if (ii) this Agreement is terminated by Parent Aspen or the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f10.1(e) or by the Company pursuant to Section 9.1(h10.1(g), then the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination. (b) Without limiting the provisions of Section 10.6, if (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d) and (x) at or prior to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawn, and (yiii) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination termination, Xxxxx enters into a definitive agreement with respect to any Acquisition Transaction or consummates any Acquisition Transaction (which for this purpose only, in each reference event with all references to “85%” and “15%” appearing 20% in the definition of an “Acquisition Transaction being treated as references to 50% for these purposes), then Aspen shall pay or cause to be paid to the Company, within ten (10) Business Days after such termination (or, if applicable, upon such entry into a definitive agreement or consummation of such Acquisition Transaction” shall be ), a nonrefundable fee in an amount equal to $2,712,500 (the “50%Aspen Termination Fee”); or. For the avoidance of doubt, a liquidation or dissolution of Aspen shall in no event be deemed to constitute an Acquisition Transaction for purposes of this Section 10.3(b). (iic) If this Agreement is terminated (i) by Parent the Company or Aspen pursuant to Section 9.1(e10.1(b) (when at the time this Agreement is terminated, the Company had the right to terminate this Agreement pursuant to Section 10.1(f)) or (ii) by the Company pursuant to Section 10.1(f), orthen Aspen shall pay or cause to be paid to the Company, concurrent with such termination, the Aspen Termination Fee or (ii) by Aspen pursuant to Section 10.1(i), then Aspen shall pay or cause to be paid to the Company, concurrent with such termination, the Aspen Termination Fee. (iiid) If this Agreement is terminated by the Company pursuant to Section 9.1(h10.1(e); then (without limiting any liability of , Aspen shall reimburse or cause to be reimbursed to the Company for any breach all reasonable out-of-pocket fees and expenses incurred by the Company in connection with this Agreement and the Contemplated Transactions, up to a maximum of $650,000, by wire transfer of same-day funds within ten (10) Business Days following the date on which the Company submits to Aspen true and correct copies of reasonable documentation supporting such expenses. For the avoidance of doubt, the expense reimbursement pursuant to this Section 10.3(d), to the extent paid, shall be credited against any provision Aspen Termination Fee that becomes payable thereafter. (e) If (i) at any time after the date of this AgreementAgreement and prior to the receipt of the Required Company Stockholder Vote, an Acquisition Proposal with respect to the Company shall have been publicly announced or disclosed or otherwise made known to the Company Board (and shall not have been withdrawn), (ii) this Agreement is terminated by Aspen pursuant to Section 10.1(h), and (iii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to any Acquisition Transaction or consummates any Acquisition Transaction (in any such caseeach event with all references to 20% in the definition of Acquisition Transaction being treated as references to 50% for these purposes), then the Company shall pay or cause to Parentbe paid to Aspen, in cash at the time specified in the next sentencewithin ten (10) Business Days after such termination (or, if applicable, upon such entry into a definitive agreement or consummation of such Acquisition Transaction), a nonrefundable fee in the an amount of equal to $8,700,000 4,900,000 (the “Company Termination Fee”). (f) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of termination of If this Agreement is terminated (i) by Parent Aspen or the Company pursuant to Section 9.1(d)10.1(b) (when at the time this Agreement is terminated, Aspen had the Fee less the amount of any Expenses previously paid right to terminate this Agreement pursuant to Section 9.3(a10.1(j)), (ii) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the definitive agreement in respect of the Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent Aspen pursuant to Section 9.1(e), the Fee less the amount of any Expenses previously paid 10.1(d) or (iii) by Aspen pursuant to Section 9.3(a) 10.1(j), then the Company shall pay or cause to be paid to Aspen, by the Company wire transfer of same-day funds within two ten (210) Business Days after such termination, the Company Termination Fee. (g) If either Party fails to pay when due any amount payable by it under this Section 10.3, then (i) such Party shall reimburse the other Party for reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by the other Party of its rights under this Section 10.3 and (ii) such Party 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 to the other Party in full) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal) in effect on the date such overdue amount was originally required to be paid plus three (3) percent. (h) The Parties agree that, subject to Section 10.2, the payment of the fees and expenses set forth in this Section 10.3 shall be the sole and exclusive remedy of each Party following a termination of this Agreement under the circumstances described in this Section 10.3, it being understood that in no event shall either Aspen or the Company be required to pay the individual fees or damages payable pursuant to this Section 10.3 on more than one occasion. In Subject to Section 10.2, following the case payment of the fees and expenses set forth in this Section 10.3 by a Party, (i) such Party shall have no further liability to the other Party in connection with or arising out of this Agreement or the termination thereof, any breach of this Agreement by the Company other Party giving rise to such termination, or the failure of the Contemplated Transactions to be consummated, (ii) no other Party or their respective Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against such Party or seek to obtain any recovery, judgment or damages of any kind against such Party (or any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of such Party) in connection with or arising out of this Agreement or the termination thereof, any breach by such Party giving rise to such termination or the failure of the Contemplated Transactions to be consummated and (iii) all other Parties and their respective Affiliates shall be precluded from any other remedy against such Party and its Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such Party giving rise to such termination or the failure of the Contemplated Transactions to be consummated. Each of the Parties acknowledges that (x) the agreements contained in this Section 10.3 are an integral part of the Contemplated Transactions, (y) without these agreements, the Parties would not enter into this Agreement and (z) any amount payable pursuant to this Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such termination. (c) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee 10.3 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub the Parties in the circumstances in which such amount is payable; provided, however, that nothing in this Section 10.3(h) shall limit the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation rights of the consummation Parties under Section 11.10. For the avoidance of doubt, nothing in this Section 10.3(h) shall limit the remedies of the MergerParties under the Confidentiality Agreement. Notwithstanding the foregoing or anything else to the contrary in this Agreement, which amount would otherwise be impossible nothing herein shall affect the rights of Aspen to calculate with precisionseek full recovery and remedy, including specific performance, for any willful and material breach of the Company Stockholder Support Agreements. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Transaction Expenses shall be paid by the party Party incurring such expenses, whether or not the Merger is consummated; provided, however, that if . (b) If: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(b), Section 9.1(e) or Section 9.1(h), then (B) an Acquisition Proposal with respect to Parent shall have been publicly announced, disclosed or otherwise communicated to Parent or the Company shall make a nonrefundable cash payment to Parent, Parent Board at any time after the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation date of this Agreement and otherwise in connection with but prior to the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 (which shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination. (b) Without limiting the provisions of Section 10.6, if (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(dnot have been withdrawn) and (xC) at or prior to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawn, and (y) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination, Pxxxxx enters into a definitive agreement with respect to a Subsequent Transaction or consummates a Subsequent Transaction in respect of the Acquisition Proposal referred to in clause (B); or (ii) (A) this Agreement is terminated by the Company pursuant to Section 9.1(f) (or, at the time this Agreement is terminated, the Company had the right to terminate this Agreement pursuant to Section 9.1(f)) or (B) this Agreement is terminated by Parent pursuant to Section 9.1(j), then the Parent shall pay to the Company a nonrefundable fee in an amount equal to $1,000,000 (the “Company Termination Fee”) upon the consummation of such Subsequent Transaction or termination of this Agreement, as applicable, plus any amount payable to the Company pursuant to Section 9.3(f). (c) If: (i) (A) this Agreement is terminated by Parent pursuant to Section 9.1(b), Section 9.1(d), or Section 9.1(i), (B) an Acquisition Proposal with respect to the Company shall have been publicly announced, disclosed or otherwise communicated to the Company or the Company Board at any time after the date of this Agreement but prior to the termination of this Agreement (which for this purpose onlyshall not have been withdrawn) and (C) within twelve (12) months after the date of such termination, each reference the Company enters into a definitive agreement with respect to “85%” and “15%” appearing a Subsequent Transaction or consummates a Subsequent Transaction in respect of the definition of an “Acquisition Transaction” shall be “50%”); Proposal referred to in clause (B); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e9.1(g) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 9.1(g)), orthen the Company shall pay to Parent a nonrefundable fee in an amount equal to $1,000,000 (the “Parent Termination Fee”) upon the consummation of such Subsequent Transaction or termination of this Agreement, as applicable, plus any amount payable to Parent pursuant to Section 9.3(f). (iiid) (i) If this Agreement is terminated by the Company pursuant to Section 9.1(h); then ) or (without limiting any liability ii) in the event of the failure of the Company for any breach to consummate the transactions to be contemplated at the Closing solely as a result of a Parent Material Adverse Effect as set forth in Section 8.4 (provided, that at such time all of the other conditions precedent to Parent’s obligation to close set forth in Section 6 and Section 7 have been satisfied by the Company, are capable of being satisfied by the Company of any provision of this Agreementor have been waived by Parent), then Parent shall reimburse the Company for all reasonable out-of-pocket fees and expenses incurred by the Company in connection with this Agreement and the Contemplated Transactions (such expenses, collectively, the “Third Party Expenses”), up to a maximum of $1,000,000, by wire transfer of same-day funds within ten (10) Business Days following the date on which the Company submits to Parent true and correct copies of reasonable documentation supporting such Third Party Expenses; provided, however, that such Third Party Expenses shall not include (i) any amounts paid to Juvenescence or any Affiliate thereof, or (ii) any amounts for financial advisors to the Company except for reasonably documented out-of-pocket expenses otherwise reimbursable by the Company to such casefinancial advisors pursuant to the terms of the Company’s engagement letter or similar arrangement with such financial advisors. (e) (i) If this Agreement is terminated by Parent pursuant to Section 9.1(i) or (ii) in the event of the failure of Parent to consummate the transactions to be consummated to the Closing solely as a result of a Company Material Adverse Effect as set forth in Section 7.5 (provided, that at such time all of the other conditions precedent to the Company’s obligation to close set forth in Section 6 and Section 8 have been satisfied by Parent are capable of being satisfied by Parent or have been waived by the Company), the Company shall reimburse Parent for all Third Party Expenses incurred by Parent up to a maximum of $1,000,000, by wire transfer of same-day funds within ten (10) Business Days following the date on which Parent submits to the Company true and correct copies of reasonable documentation supporting such Third Party Expenses; provided, however, that such Third Party Expenses shall not include (i) any amounts paid to Juvenescence or any Affiliate thereof, or (ii) any amounts for financial advisors to Parent except for reasonably documented out-of-pocket expenses otherwise reimbursable by Parent to such financial advisors pursuant to the terms of Parent’s engagement letter or similar arrangement with such financial advisors. (f) The Company agrees it shall be entitled only to a Company Termination Fee or the reimbursement of Third Party Expenses, but not both, and the Parent agrees that it shall be entitled only to a Parent Termination Fee or the reimbursement of Third Party Expenses, but not both. Any Company Termination Fee, Parent Termination Fee, or Third Party Expenses due under this Section 9.3 shall be paid by wire transfer of same day funds. If a Party fails to pay when due any amount payable by it under this Section 9.3, then (i) such Party shall reimburse the other Party for reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by the other Party of its rights under this Section 9.3, and (ii) such Party shall pay to Parentthe 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 to other Party in full) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal or any successor thereto) in effect on the date such overdue amount was originally required to be paid plus three percent (3%). (g) The Parties agree that, subject to Section 9.2, (i) payment of the Company Termination Fee or Third Party Expenses, as the case may be, shall, in cash at the time specified circumstances in which it is owed in accordance with the next sentenceterms of this Agreement, a nonrefundable fee constitute the sole and exclusive remedy of the Company following the termination of this Agreement under the circumstances described in Section 9.3(b), it being understood that in no event shall Parent be required to pay the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid amounts payable pursuant to this Section 9.3(a). In 9.3 on more than one occasion and (ii) following payment of the Company Termination Fee or Third Party Expenses, as the case may be, (x) Parent shall have no further liability to the Company in connection with or arising out of this Agreement or the termination thereof, any breach of this Agreement by Parent giving rise to such termination, or the failure of the Contemplated Transactions to be consummated, (y) neither the Company pursuant nor any of its Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against Parent or Merger Sub or seek to obtain any recovery, judgment or damages of any kind against such Parties (or any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of such Parties) in connection with or arising out of this Agreement or the termination thereof, any breach by any such Parties giving rise to such termination or the failure of the Contemplated Transactions to be consummated and (z) the Company and its Affiliates shall be precluded from any other remedy against Parent, Merger Sub and their respective Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such Party giving rise to such termination or the failure of the Contemplated Transactions to be consummated; provided, however, that nothing in this Section 9.3(g) shall limit the rights of Parent and Merger Sub under Section 10.11. (h) The Parties agree that, subject to Section 9.1(d)9.2, the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a(i) shall be paid immediately prior to the consummation payment of the Acquisition Transaction Parent Termination Fee or entry into the definitive agreement in respect of the Acquisition TransactionThird Party Expenses, whichever is earlier. In as the case may be, shall, in the circumstances in which it is owed in accordance with the terms of this Agreement, constitute the sole and exclusive remedy of Parent following the termination of this Agreement by Parent under the circumstances described in Section 9.3(c), it being understood that in no event shall the Company be required to pay the amounts payable pursuant to this Section 9.1(e)9.3 on more than one occasion and (ii) following payment of the Parent Termination Fee or Third Party Expenses, as the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(acase may be, (x) shall be paid by the Company within two (2) Business Days after such termination. In shall have no further liability to Parent in connection with or arising out of this Agreement or the case of termination thereof, any breach of this Agreement by the Company pursuant giving rise to Section 9.1(h)such termination, or the Fee less failure of the amount Contemplated Transactions to be consummated, (y) neither Parent nor any of its Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against the Company or seek to obtain any recovery, judgment or damages of any Expenses previously paid pursuant to Section 9.3(akind against the Company (or any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of the Company) shall be paid in connection with or arising out of this Agreement or the termination thereof, any breach by the Company concurrently giving rise to such termination or the failure of the Contemplated Transactions to be consummated and (z) Parent and its Affiliates shall be precluded from any other remedy against the Company and its Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such terminationParty giving rise to such termination or the failure of the Contemplated Transactions to be consummated; provided, however, that nothing in this Section 9.3(h) shall limit the rights of the Company under Section 10.11. (ci) Notwithstanding anything to Each of the contrary Parties acknowledges that (i) the agreements contained in this AgreementSection 9.3 are an integral part of the Contemplated Transactions, each of Parent (ii) without these agreements, the Parties would not enter into this Agreement and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee (iii) any amount payable pursuant to this Section 9.3 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub the applicable Party in the circumstances in which the Fee such amount is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.38.3(b), all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger is are consummated; provided, however, that if this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination. (b) Without limiting the provisions of Section 10.6, if If (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d8.1(b) or 8.1(f) or by Parent pursuant to Section 8.1(h), (B) after the date of this Agreement and (x) at or prior to the time of the Company General Meeting termination of this Agreement an Acquisition Proposal shall have been publicly made, commenced or submitted or announced and not publicly withdrawn, and (yC) the Company enters into consummates or is subject to a binding agreement to consummate, or consummates, an Specified Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) 15 months after the date of such termination (which or the Company or any of its Representatives signs a definitive agreement within 15 months of such termination providing for this purpose only, each reference to “85%” and “15%” appearing in the definition of an “a Specified Acquisition Transaction” shall be “50%”); or Transaction or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e), or (iii8.1(d) this Agreement is terminated or by the Company pursuant to Section 9.1(h); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement8.1(g), in any such case, then the Company shall pay to Parent, in cash at the time specified in the next sentence, sentence a nonrefundable fee in the amount of equal to $8,700,000 16,500,000 (the “Termination Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In Any Termination Fee that is payable shall be paid as follows: (x) in the case of termination clause (i) of the immediately preceding sentence of this Agreement by Parent or the Company pursuant to Section 9.1(d8.3(b), on the Fee less earlier of the amount of any Expenses previously paid pursuant entry into an agreement with respect to Section 9.3(a) shall be paid immediately prior to a Specified Acquisition Transaction or the consummation of the a Specified Acquisition Transaction or entry into the definitive agreement and (y) in respect of the Acquisition Transaction, whichever is earlier. In the case of termination clause (ii) of the immediately preceding sentence of this Agreement by Parent pursuant to Section 9.1(e8.3(b), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after such termination. In a demand for payment by Parent following termination of this Agreement, provided that in the case event of a termination of this Agreement by the Company pursuant to under Section 9.1(h8.1(g), the Termination Fee less shall be paid as a condition to the amount effectiveness of any Expenses previously paid pursuant to such termination. Any Termination Fee due under this Section 9.3(a) 8.3 shall be paid by the Company concurrently with such terminationwire transfer of immediately available funds to an account designated in writing by Parent. (c) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.3, all fees 9.3 and expenses incurred in connection with this Agreement and Section 1.6(e) the transactions contemplated by this Agreement Transaction Expenses shall be paid by the party Party incurring such expenses, whether or not the Merger is consummated; provided, however, that if . (b) If: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(b), Section 9.1(e) or Section 9.1(h), then (B) an Acquisition Proposal with respect to Parent shall have been publicly announced, disclosed or otherwise communicated to Parent or the Company shall make a nonrefundable cash payment to Parent, Parent Board at any time after the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation date of this Agreement and otherwise in connection with but prior to the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 (which shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination. (b) Without limiting the provisions of Section 10.6, if (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(dnot have been withdrawn) and (xC) at or prior to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawn, and (y) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination, Pxxxxx enters into a definitive agreement with respect to a Subsequent Transaction or consummates a Subsequent Transaction in respect of the Acquisition Proposal referred to in clause (B); or (ii) (A) this Agreement is terminated by the Company pursuant to Section 9.1(f) (or, at the time this Agreement is terminated, the Company had the right to terminate this Agreement pursuant to Section 9.1(f)) or (B) this Agreement is terminated by Parent pursuant to Section 9.1(j), then, in the case of a termination pursuant to Section 9.3(b)(i), Parent shall pay to the Company a nonrefundable fee in an amount equal to $1,000,000, and, in the case of a termination pursuant to Section 9.3(b)(ii), Parent shall pay to the Company a nonrefundable fee in amount equal to $2,000,000 (the “Company Termination Fee”) upon the consummation of such Subsequent Transaction or termination of this Agreement, as applicable, plus any amount payable to the Company pursuant to Section 9.3(f). (c) If: (i) (A) this Agreement is terminated by Parent pursuant to Section 9.1(b), Section 9.1(d), or Section 9.1(i), (B) an Acquisition Proposal with respect to the Company shall have been publicly announced, disclosed or otherwise communicated to the Company or the Company Board at any time after the date of this Agreement but prior to the termination of this Agreement (which for this purpose onlyshall not have been withdrawn) and (C) within twelve (12) months after the date of such termination, each reference the Company enters into a definitive agreement with respect to “85%” and “15%” appearing a Subsequent Transaction or consummates a Subsequent Transaction in respect of the definition of an “Acquisition Transaction” shall be “50%”Proposal referred to in clause (B); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e9.1(g) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 9.1(g)), orthen the Company shall pay to Parent a nonrefundable fee in an amount equal to $1,000,000 (the “Parent Termination Fee”) upon the consummation of such Subsequent Transaction or termination of this Agreement, as applicable, plus any amount payable to Parent pursuant to Section 9.3(f). (iiid) (i) If this Agreement is terminated by the Company pursuant to Section 9.1(h); then 9.1(e) or 9.1(k) or (without limiting any liability ii) in the event of the failure of the Company for any breach to consummate the transactions to be contemplated at the Closing solely as a result of a Parent Material Adverse Effect as set forth in Section 8.4 (provided, that at such time all of the other conditions precedent to Parent’s obligation to close set forth in Section 6 and Section 7 have been satisfied by the Company, are capable of being satisfied by the Company of any provision of this Agreementor have been waived by Parent), then Parent shall reimburse the Company for all reasonable out-of-pocket fees and expenses incurred by the Company in connection with this Agreement and the Contemplated Transactions (such expenses, collectively, the “Third Party Expenses”), up to a maximum of $500,000, by wire transfer of same-day funds within ten (10) Business Days following the date on which the Company submits to Parent true and correct copies of reasonable documentation supporting such Third Party Expenses; provided, however, that such Third Party Expenses shall not include any amounts for financial advisors to the Company except for reasonably documented out-of-pocket expenses otherwise reimbursable by the Company to such casefinancial advisors pursuant to the terms of the Company’s engagement letter or similar arrangement with such financial advisors. For the avoidance of doubt, to the extent any Third Party Expenses are paid, such amounts shall be credited against any Company Termination Fee which becomes payable thereafter. (e) (i) If this Agreement is terminated by Parent pursuant to Section 9.1(i) or (ii) in the event of the failure of Parent to consummate the transactions to be consummated to the Closing solely as a result of a Company Material Adverse Effect as set forth in Section 7.5 (provided, that at such time all of the other conditions precedent to the Company’s obligation to close set forth in Section 6 and Section 8 have been satisfied by Parent are capable of being satisfied by Parent or have been waived by the Company, the Company shall reimburse Parent for all Third Party Expenses incurred by Parent up to a maximum of $500,000, by wire transfer of same-day funds within ten (10) Business Days following the date on which Parent submits to the Company true and correct copies of reasonable documentation supporting such Third Party Expenses; provided, however, that such Third Party Expenses shall not include any amounts for financial advisors to Parent except for reasonably documented out-of-pocket expenses otherwise reimbursable by Parent to such financial advisors pursuant to the terms of Parent’s engagement letter or similar arrangement with such financial advisors. For the avoidance of doubt, to the extent any Third Party Expenses are paid, such amounts shall be credited against any Parent Termination Fee which becomes payable thereafter. (f) Any Company Termination Fee or Parent Termination Fee due under this Section 9.3 shall be paid by wire transfer of same day funds. If a Party fails to pay when due any amount payable by it under this Section 9.3, then (i) such Party shall reimburse the other Party for reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by the other Party of its rights under this Section 9.3, and (ii) such Party shall pay to Parentthe 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 to other Party in full) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal or any successor thereto) in effect on the date such overdue amount was originally required to be paid plus three percent (3%). (g) The Parties agree that, subject to Section 9.2, (i) payment of the Company Termination Fee shall, in cash at the time specified circumstances in which it is owed in accordance with the next sentenceterms of this Agreement, a nonrefundable fee constitute the sole and exclusive remedy of the Company following the termination of this Agreement under the circumstances described in Section 9.3(b), it being understood that in no event shall Parent be required to pay the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid amounts payable pursuant to this Section 9.3(a). In 9.3 on more than one occasion and (ii) following payment of the case Company Termination Fee (x) Parent shall have no further liability to the Company in connection with or arising out of this Agreement or the termination thereof, any breach of this Agreement by Parent giving rise to such termination, or the failure of the Contemplated Transactions to be consummated, (y) neither the Company pursuant nor any of its Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against Parent or Merger Sub or seek to obtain any recovery, judgment or damages of any kind against such Parties (or any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of such Parties) in connection with or arising out of this Agreement or the termination thereof, any breach by any such Parties giving rise to such termination or the failure of the Contemplated Transactions to be consummated and (z) the Company and its Affiliates shall be precluded from any other remedy against Parent, Merger Sub and their respective Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such Party giving rise to such termination or the failure of the Contemplated Transactions to be consummated; provided, however, that nothing in this Section 9.3(g) shall limit the rights of Parent and Merger Sub under Section 10.11. (h) The Parties agree that, subject to Section 9.1(d)9.2, the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a(i) shall be paid immediately prior to the consummation payment of the Acquisition Transaction or entry into Parent Termination Fee shall, in the definitive agreement circumstances in respect which it is owed in accordance with the terms of this Agreement, constitute the Acquisition Transaction, whichever is earlier. In sole and exclusive remedy of Parent following the case of termination of this Agreement by Parent under the circumstances described in Section 9.3(c), it being understood that in no event shall the Company be required to pay the amounts payable pursuant to this Section 9.1(e), 9.3 on more than one occasion and (ii) following payment of the Parent Termination Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a(x) shall be paid by the Company within two (2) Business Days after such termination. In shall have no further liability to Parent in connection with or arising out of this Agreement or the case of termination thereof, any breach of this Agreement by the Company pursuant giving rise to Section 9.1(h)such termination, or the Fee less failure of the amount Contemplated Transactions to be consummated, (y) neither Parent nor any of its Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against the Company or seek to obtain any recovery, judgment or damages of any Expenses previously paid pursuant to Section 9.3(akind against the Company (or any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of the Company) shall be paid in connection with or arising out of this Agreement or the termination thereof, any breach by the Company concurrently giving rise to such termination or the failure of the Contemplated Transactions to be consummated and (z) Parent and its Affiliates shall be precluded from any other remedy against the Company and its Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such terminationParty giving rise to such termination or the failure of the Contemplated Transactions to be consummated; provided, however, that nothing in this Section 9.3(h) shall limit the rights of the Company under Section 10.11. (ci) Notwithstanding anything to Each of the contrary Parties acknowledges that (i) the agreements contained in this AgreementSection 9.3 are an integral part of the Contemplated Transactions, each of Parent (ii) without these agreements, the Parties would not enter into this Agreement and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee (iii) any amount payable pursuant to this Section 9.3 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub the applicable Party in the circumstances in which the Fee such amount is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.39.3 and Section 5.10(b), all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Transactions shall be paid by the party Party incurring such expenses, whether or not the Merger is consummated; provided, however, that if this Agreement is terminated by Parent or Advaxis and Biosight shall share equally all filing fees and expenses, other than attorneys’ and accountants’ fees and expenses, incurred in relation to the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or filings by the Company pursuant Parties under any filing requirement under the HSR Act and any Foreign Competition Law applicable to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such terminationTransactions. (b) Without limiting the provisions of Section 10.6, ifIf: (i) this Agreement is terminated by Parent pursuant to (A) Section 9.1(c)(ii), (B) Section 9.1(c)(iii) or the Company (C) Section 9.1(b)(i), Section 9.1(b)(iv) or Section 9.1(c)(i) if Biosight could have terminated pursuant to Section 9.1(d9.1(c)(ii) and or Section 9.1(c)(iii); or (xii) at (A) this Agreement is terminated pursuant to Section 9.1(b)(i), Section 9.1(b)(iv) or prior Section 9.1(c)(i), (B) (1) in the case of a termination pursuant to the time of the Company General Meeting Section 9.1(b)(i) or Section 9.1(c)(i), an Acquisition Proposal shall have been made to the Board of Directors of Advaxis or becomes publicly announced and not known, prior to the date of such termination, or (2) in the case of a termination pursuant to Section 9.1(b)(iv), an Acquisition Proposal shall have been made to the Board of Directors of Advaxis or becomes publicly withdrawnknown, prior to the date of the Advaxis Stockholders’ Meeting, and (yC) the Company within twelve (12) months of such termination, Advaxis enters into a binding definitive agreement with any third party to consummate, or consummates, an Acquisition Transaction Proposal; then Advaxis shall pay to Biosight, by wire transfer of immediately available funds, an amount equal to $7,500,000 (the “Termination Fee”) (x) in respect the case of such Acquisition Proposal termination pursuant to clause (i) above, within twelve two (122) months after Business Days of the date of such termination and (which for this purpose only, each reference to “85%” and “15%” appearing y) in the definition case of termination pursuant to clause (ii) above, within two (2) Business Days of the date of the first to occur of (I) the execution of a definitive agreement relating to an Acquisition Proposal and (II) consummation of a transaction relating to an Acquisition Proposal. (c) If this Agreement is terminated pursuant to Section 9.1(c)(iv), then Advaxis shall pay to Biosight, by wire transfer of immediately available funds, an amount equal to $7,500,000 (the “Acquisition Transaction” shall be “50%Advaxis Breach Termination Fee”) within two (2) Business Days of the date of termination. (d) If: (i) this Agreement is terminated pursuant to (A) Section 9.1(d)(ii), (B) or Section 9.1(d)(iii), or (C) Section 9.1(b)(i), Section 9.1(b)(iii) or Section 9.1(d)(i) if Advaxis could have terminated pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e), or (iiiA) this Agreement is terminated by the Company pursuant to Section 9.1(h9.1(b)(i); then , Section 9.1(b)(iii) or Section 9.1(d)(i), (without limiting any liability B) (1) in the case of a termination pursuant to Section 9.1(b)(i) or Section 9.1(d)(i), an Acquisition Proposal shall have been made to the Board of Directors of Biosight or becomes publicly known, prior to the date of such termination, or (2) in the case of a termination pursuant to Section 9.1(b)(iii), an Acquisition Proposal shall have been made to the Board of Directors of Biosight or becomes publicly known, prior to the date of the Company for Biosight Shareholders’ Meeting, and (C) within twelve (12) months of such termination, Biosight enters into a definitive agreement with any breach by the Company of any provision of this Agreement)third party to consummate, in any such caseor consummates, the Company an Acquisition Proposal, (e) then Biosight shall pay to ParentAdvaxis, by wire transfer of immediately available funds, an amount equal to the Termination Fee (x) in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of termination of this Agreement by Parent or the Company pursuant to Section 9.1(d)clause (d)(i) above, the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the definitive agreement in respect of the Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent pursuant to Section 9.1(e), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after such termination. In of the date of termination and (y) in the case of termination pursuant to clause (d)(ii) above, within two (2) Business Days of the date of the first to occur of (I) the execution of a definitive agreement relating to an Acquisition Proposal and (II) consummation of a transaction relating to an Acquisition Proposal. (f) If this Agreement by the Company is terminated pursuant to Section 9.1(h9.1(d)(iv), then Biosight shall pay to Advaxis, by wire transfer of immediately available funds, an amount equal to $7,500,000 (the Fee less “Biosight Breach Termination Fee”) within five (5) Business Days of the amount date of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such termination. (cg) Notwithstanding anything For the avoidance of doubt, the Parties acknowledge that if this Agreement is terminated (i) by Biosight or Advaxis pursuant to Section 9.1(b)(i) solely due to a failure of the condition in Section 8.6 and all other conditions set forth in Section 6 and Section 8 are waived or satisfied, or (ii) by Biosight pursuant to Section 9.1(c)(i) solely due to a breach of Section 5.10(a) and all other conditions set forth in Section 6 and Section 8 are waived or satisfied, and with respect to (i) and (ii) above (A) Biosight could not have terminated pursuant to Section 9.1(c)(ii) or Section 9.1(c)(iii) with respect to Advaxis’ obligation to pay the Termination Fee and Advaxis could not have terminated pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii) with respect to Biosight’s obligation to pay the Termination Fee; and (B) the circumstances set forth in Section 9.3(b)(ii) (with respect to Advaxis’ obligation to pay the Termination Fee) or Section 9.3(d)(ii) (with respect to Biosight’s obligation to pay the Termination Fee) do not exist, then neither party shall be entitled to Termination Fee and Biosight shall be entitled to the contrary Expense Reimbursement (as described below). Notwithstanding the foregoing, nothing herein shall limit the Parties’ remedies in the event of an Intentional Breach (as defined below). (h) Each of the Parties acknowledges that the agreements contained in this Section 9.3 are an integral part of this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Termination Fee, the Advaxis Breach Termination Fee or the Biosight Breach Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub Biosight or Advaxis, as applicable, in the circumstances in which the Fee such payment is payable for the efforts and resources expended and opportunity forgone opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the MergerTransactions. In addition, which if any Party fails to pay in a timely manner any amount would otherwise due pursuant to Section 9.3(a), Section 9.3(b), Section 9.3(c), Section 9.3(d) or Section 9.3(e), as applicable, then (i) such Party shall reimburse the other Party for all costs and expenses (including disbursements and fees of counsel) incurred in the collection of such overdue amount, including in connection with any related Legal Proceedings commenced and (ii) such Party shall pay to the other Party interest on the amount payable pursuant to Section 9.3(a), Section 9.3(b), Section 9.3(c), Section 9.3(d) or Section 9.3(e) from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be impossible made plus 2%. Notwithstanding anything to calculate with precisionthe contrary in this Agreement, upon payment of the Termination Fee pursuant to this Section 9.3, neither the paying party nor any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, except in the event of material willful or intentional breach of, or fraud in connection with, this Agreement (collectivelly, an “Intentional Breach”); provided, however, that any Termination Fee, Advaxis Breach Termination Fee or Biosight Breach Termination Fee, as applicable, received by either Party shall reduce the amount of any damages payable by the other party, if any, in respect of any such material willful or intentional breach or such fraud. (di) In no event Unless Biosight receives the Termination Fee or the Biosight Breach Termination Fee, pursuant to the terms and conditions of the above provisions of this Section 9.3, if this Agreement is validly terminated by either Biosight or Advaxis pursuant to Section 9.1 due to failure of the condition set forth in Section 8.6, then Advaxis shall more than one pay (1or cause to be paid) Fee be payableto Biosight an amount equal to the Biosight Expenses (as defined below) within two (2) Business Days after receipt by Advaxis of evidence of the Biosight Expenses by wire transfer of immediately available funds to an account designated by Biosight in writing (the “Expense Reimbursement”). The term “Biosight Expenses” shall include any and all reasonable and documented out-of-pocket expenses (including, all fees and expenses of counsel, accountants, investment bankers, experts and consultants to Biosight) incurred, paid or otherwise payable by Biosight or on its behalf in connection with or related to the authorization, preparation, documentation, negotiation, execution, consummation (including due diligence) and performance of this Agreement and the Transactions, including the preparation, printing, filing and mailing, as the case may be, of the Proxy Statement/Prospectus/Information Statement, the Form S-4 Registration Statement, other filing fees and any amendments or supplements thereto and all other matters related to the Transactions; provided, that such expenses shall not exceed $2,000,000.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Contemplated Transactions shall be paid by the party Party incurring such expenses, whether or not the Merger is Contemplated Transactions are consummated; provided, however, that if this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(h), then the Company Buyer and Organovo shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for share equally all fees and expenses incurred by in relation to (i) the printing (e.g., paid to a financial printer) and filing with the SEC of the Form S-4 Registration Statement (including any financial statements and exhibits) and any amendments or on behalf of Parent supplements thereto and (ii) the filing and application fees payable to Nasdaq in connection with the preparation Nasdaq Listing Application and negotiation the listing of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company pursuant Organovo Common Stock to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and issued in the case Merger on Nasdaq. (b) Organovo shall pay to Buyer via wire transfer of termination of this Agreement by Parent pursuant to Section 9.1(d)same-day funds, 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after termination (or, if applicable, upon such termination. earlier entry into a definitive agreement and/or consummation of a Subsequent Transaction), (bx) Without limiting a nonrefundable fee in an amount equal to $1,000,000 and (y) the provisions Third Party Expenses incurred by Buyer (pursuant to which Buyer shall provide Organovo true and correct copies of reasonable documentation supporting such Third Party Expenses) in amount not to exceed $300,000 together with any amount payable pursuant to Section 10.69.3(d) (collectively, ifthe “Buyer Termination Fee”): (i) if this Agreement is terminated by Parent or the Company Buyer pursuant to Section 9.1(e); (ii) if this Agreement is terminated by Organovo pursuant to Section 9.1(j); provided, however, that in such event, the references to “$1,000,000” and “$300,000” in this Section 9.1(b) shall be treated as references to “$2,000,000” and “$500,000”, respectively, and the timing of such payments shall be made in accordance with the terms of Section 9.1(j); or (iii) if this Agreement is terminated by Organovo or Buyer pursuant to Section 9.1(b), Section 9.1(d) or Section 9.1(g) and (x) at or prior to the time of the Company General Meeting an Acquisition Proposal with respect to Organovo shall have been publicly announced and not publicly withdrawnannounced, disclosed or otherwise communicated to Organovo’s Board of Directors prior to such termination and (y) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination (which for this purpose onlytermination, each reference Organovo enters into a definitive agreement with respect to “85%” and “15%” appearing in the definition of an “Acquisition a Subsequent Transaction that is subsequently consummated or consummates a Subsequent Transaction” shall be “50%”); or. (iic) this Agreement is terminated by Parent pursuant to Section 9.1(e), or (iii) this Agreement is terminated by the Company pursuant to Section 9.1(h); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement), in any such case, the Company Buyer shall pay to ParentOrganovo via wire transfer of same-day funds, in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of termination of this Agreement by Parent or the Company pursuant to Section 9.1(d), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the definitive agreement in respect of the Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent pursuant to Section 9.1(e), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after termination (or, if applicable, upon such termination. In earlier entry into a definitive agreement and/or consummation of a Subsequent Transaction), (x) a nonrefundable fee in an amount equal to $1,000,000 and (y) the case Third Party Expenses incurred by Organovo (pursuant to which Organovo shall provide Buyer true and correct copies of termination of this Agreement by the Company reasonable documentation supporting such Third Party Expenses) in amount not to exceed $300,000 together with any amount payable pursuant to Section 9.1(h)9.3(e) (collectively, the Fee less the amount of any Expenses previously paid “Organovo Termination Fee”): (i) if this Agreement is terminated by Organovo pursuant to Section 9.3(a9.1(f); (ii) if this Agreement is terminated by Buyer pursuant to Section 9.1(k); provided, however, that in such event, the references to “$1,000,000” and “$300,000” in this Section 9.1(c) shall be paid treated as references to “$2,000,000” and “$500,000”, respectively, and the timing of such payments shall be made in accordance with the terms of Section 9.1(k); or (iii) if this Agreement is terminated by Organovo or Buyer pursuant to Section 9.1(b), Section 9.1(h) or Section 9.1(i) and (x) an Acquisition Proposal with respect to Buyer shall have been publicly announced, disclosed or otherwise communicated to Buyer’s Board of Directors prior to such termination and (y) within twelve (12) months after the Company concurrently with date of such termination, Buyer enters into a definitive agreement with respect to a Subsequent Transaction that is subsequently consummated or consummates a Subsequent Transaction. (c) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys' fees, incurred in connection with (i) the printing and filing of the S-4 Registration Statement and the Joint Proxy Statement and any amendments or supplements thereto and (ii) the filing of the premerger notification and report forms, if necessary, relating to the Merger under the HSR Act. (b) If this Agreement is terminated (i) by Parent pursuant to Section 8.1(h); or (ii) by Parent or the Company pursuant to Section 9.1(d8.1(g), then Parent shall pay to the Company, in cash (at the time specified in Section 8.3(c)), a nonrefundable fee in the amount of $1,500,000. (c) In the case of termination of this Agreement by Parent pursuant to 9.1(eSection 8.1(g) or 9.1(fSection 8.1(h), the fee referred to in Section 8.3(b) or shall be paid by Parent prior to such termination; and in the case of termination of this Agreement by the Company pursuant to Section 9.1(h8.1(g), the fee referred to in Section 8.3(b) shall be paid by Parent within one business day after such termination. (d) If this Agreement is terminated (i) by the Company pursuant to Section 8.1(h); or (ii) by Parent or the Company pursuant to Section 8.1(f) or Section 8.1(i), then the Company shall make a nonrefundable cash payment pay to Parent, in cash (at the time specified in the next sentenceSection 8.3(e)), a nonrefundable fee in the sum amount of $2.5 million 1,500,000. (“Expenses”e) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d8.1(f), Section 8.1(h) or 9.1(hSection 8.1(i), the nonrefundable payment of Expenses pursuant fee referred to the proviso to the first sentence of this in Section 9.3 8.3(d) shall be made paid by the Company concurrently with prior to such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination. (b) Without limiting the provisions of Section 10.6, if (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d) and (x) at or prior to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawn, and (y) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination (which for this purpose only, each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction” shall be “50%”); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e), or (iii) this Agreement is terminated by the Company pursuant to Section 9.1(h); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement), in any such case, the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of termination of this Agreement by Parent or the Company pursuant to Section 9.1(d), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the definitive agreement in respect of the Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent pursuant to Section 9.1(e), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after such termination. In the case of termination of this Agreement by the Company pursuant to Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such termination. (c) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee be payable.of

Expenses; Termination Fees. (a) Except as set forth in Section 9.7 and this Section 9.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Transactions shall be paid by the party Party incurring such expenses, whether or not the Merger is consummated; provided, however, that if this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination. (b) Without limiting In the provisions of Section 10.6, ifevent that: (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d) and (x) at or prior to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawn, and (y) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination (which for this purpose only, each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction” shall be “50%”8.1(e); or; (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e8.1(d), ; or (iii) (A) this Agreement is terminated by the Company pursuant to Section 9.1(h); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement), in any such case, the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”x) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of termination of this Agreement by Parent or the Company pursuant to Section 9.1(d8.1(b) (but in the case of 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)) or Section 8.1(h) or (y) by Parent pursuant to Section 8.1(f) as a result of a material breach, (B) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date of this Agreement and prior to such termination (or, in the case of termination pursuant to Section 8.1(h), prior to the Stockholder Meeting) and such Acquisition Proposal has not been publicly withdrawn prior to such termination (or, in the case of termination pursuant to Section 8.1(h), prior to the Stockholder Meeting) and (C) within 12 months of such termination the Company shall have entered into a definitive agreement with respect to such Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such 12 month period) 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%”; then, in any such event under clause (i), (ii) or (iii) of this Section 8.3(b), the Fee less the amount of any Expenses previously paid pursuant Company shall pay or cause to Section 9.3(a) shall be paid immediately to Parent or its designee the Termination Fee by wire transfer of same day funds (x) in the case of Section 8.3(b)(i), prior to or simultaneously with the execution of the Specified Agreement, (y) in the case of Section 8.3(b)(ii), within two Business Days after such termination or (z) in the case of this Section 8.3(b)(iii), prior to the consummation of the Acquisition Transaction or entry into the definitive agreement Proposal referred to in respect of the Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent pursuant to Section 9.1(e8.3(b)(iii), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after such termination. In the case of termination of this Agreement by the Company pursuant to Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such termination. (c) Notwithstanding anything to the contrary ; it being understood that in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee the Company be payable.required to pay the

Expenses; Termination Fees. (a) Except as set forth in this Section 9.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Transactions shall be paid by the party Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is consummated; provided, however, that if terminated by the Company pursuant to Section 8.1(e); (ii) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d8.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination.or (biii) Without limiting the provisions of Section 10.6, if (ix) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d8.1(b) and (x) but in the case of a termination by the Company, only if at or prior such time Parent would not be prohibited from terminating this Agreement pursuant to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawnproviso to Section 8.1(b)) or by Parent pursuant to Section 8.1(f), and (y) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the Company enters into a binding agreement date hereof and prior to consummate, or consummates, an Acquisition Transaction in respect of such termination and such Acquisition Proposal has not been publicly withdrawn prior to such termination and (z) within twelve (12) months after the date 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 (which for this purpose only, each reference z) the references to “85%” and “15%” appearing in the definition of an “Acquisition TransactionProposal” shall be deemed to be references to “50%”); or; (iic) this Agreement is terminated by Parent pursuant to Section 9.1(e), or (iii) this Agreement is terminated by the Company pursuant to Section 9.1(h); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement)then, in any such caseevent under clause (i), (ii) or (iii) of Section 8.3(b), the Company shall pay to Parent, Parent or its designee the Termination Fee by wire transfer of same day funds (x) in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of termination of this Agreement by Parent or the Company pursuant to Section 9.1(d8.3(b)(i), on the Fee less date that the amount Specified Agreement is executed (or if the Specified Agreement is executed on a day that is not a business day, the next business day), (y) in the case of any Expenses previously paid pursuant to Section 9.3(a8.3(b)(ii), within three (3) shall be paid immediately business days after such termination or (z) in the case of Section 8.3(b)(iii), prior to the consummation of the Acquisition Transaction or entry into Proposal referred to in clause (z) of Section 8.3(b)(iii); it being understood that in no event shall the definitive agreement in respect Company be required to pay the Termination Fee on more than one occasion. As used herein, “Termination Fee” shall mean a cash amount equal to $400,000,000. Payment of the Acquisition TransactionTermination Fee pursuant to this Section 8.3(c) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, whichever is earlier. In Purchaser, any of their respective Affiliates or any other Person in connection with this Agreement (and the case termination hereof), the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of termination 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 arising out of or in connection with this Agreement, any of the Transactions or any matters forming the basis for such termination; provided, that the foregoing shall not relieve any Company Related Party from any liability for fraud or Willful Breach of this Agreement by Parent pursuant prior to Section 9.1(e), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after such termination. In the case of termination of this Agreement by the Company pursuant to Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such termination. (c) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.3, all All fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Contemplated Transactions shall be paid by the party incurring such expenses, whether or not the Merger is consummated; provided, however, that if this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(h), then the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for pay all fees and expenses expenses, other than attorneys’ fees, incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement filing by the Company pursuant to Section 9.1(d) or 9.1(h), parties hereto of the nonrefundable payment of Expenses pursuant premerger notification and report forms relating to the proviso to Merger under the first sentence HSR Act and the filing of this Section 9.3 shall be made by the Company concurrently with such termination; and in the case of termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) any notice or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such terminationother document under any applicable non U.S. Antitrust Law. (b) Without limiting the provisions of Section 10.6, if If: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d8.1(b) and or Section 8.1(d); (xB) at or prior to the time of the Company General Meeting termination of this Agreement an Acquisition Proposal shall have been publicly announced and not publicly withdrawndisclosed, announced, commenced, submitted or made; and (yC) on or prior to the Company enters into a binding agreement to consummatefirst anniversary of such termination of this Agreement, or consummates, either: (1) an Acquisition Transaction in is consummated; or (2) a definitive agreement with respect of such to an Acquisition Proposal within twelve (12) months after the date of such termination (which for this purpose only, each reference to “85%” and “15%” appearing in the definition of Transaction is entered into by an “Acquisition Transaction” shall be “50%”)Acquired Corporation; or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e8.1(e), or ; or (iii) this Agreement is terminated by the Company pursuant to Section 9.1(h); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement8.1(h), in any such case, then the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a)12,500,000. In the case of termination of this Agreement by Parent or the Company or Parent pursuant to Section 9.1(d8.1(b) or Section 8.1(d), the Fee less fee referred to in the amount of any Expenses previously paid pursuant to Section 9.3(a) preceding sentence shall be paid immediately prior to by the Company upon the earlier of the consummation of the Acquisition Transaction or entry into the execution of the definitive agreement in with respect of the to such Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent pursuant to Section 9.1(e8.1(e) or by the Company pursuant to Section 8.1(h), the Fee less fee referred to in the amount of any Expenses previously paid pursuant to Section 9.3(a) preceding sentence shall be paid by the Company within two (2) Business Days after at the time of such termination. (c) If: (i) at any time after the date of this Agreement, the Company Board Recommendation ceases to be unanimous or less than all of the members of the board of directors of the Company vote in favor of a reaffirmation of its determination that the Merger is fair to and in the best interests of the Company’s stockholders; and (ii) after the occurrence of any event described in clause “(i)” above, this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d), then the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $12,500,000. In the case of termination of this Agreement by the Company pursuant to Section 9.1(h8.1(d), the Fee less fee referred to in the amount of any Expenses previously paid pursuant to Section 9.3(a) preceding sentence shall be paid by the Company concurrently with prior to the time of such termination; and in the case of termination of this Agreement by Parent pursuant to Section 8.1(d), the fee referred to in the preceding sentence shall be paid by the Company within two business days after such termination. (cd) Notwithstanding anything If the Company fails promptly to pay when due any amount payable by the Company under this Section 8.3, then: (i) the Company shall reimburse Parent 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 Parent of its rights under this Section 8.3; and (ii) the Company shall pay to Parent interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid through the date such overdue amount is actually paid to Parent in full) at a rate per annum equal to the contrary “prime rate” (as announced by Citibank, N.A. or any successor thereto) in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and effect on the expectation of the consummation of the Merger, which date such overdue amount would otherwise was originally required to be impossible to calculate with precisionpaid. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as otherwise set forth in this Section 9.3Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Contemplated Transactions shall be paid by the party Party incurring such expenses, whether or not the Merger is consummated; provided. (b) Parent shall pay to the Company, howeverwithin ten (10) Business Days after termination of the Agreement, that if a nonrefundable fee in an amount equal to $2,000,000 (the “Termination Fee”) in the event of the termination of this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d), Agreement: (i) by Parent pursuant to 9.1(eSection 9.1(j); (ii) or 9.1(f) or by the Company pursuant to Section 9.1(h9.1(f); or (iii) by Parent or the Company, then the Company shall make a nonrefundable cash payment as applicable, pursuant to Parent, at the time specified in the next sentenceSection 9.1(b) or Section 9.1(e) and, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company pursuant to Section 9.1(d) or 9.1(h9.1(b), the nonrefundable payment of Expenses pursuant prior to the proviso to the first sentence termination of this Section 9.3 shall be made by the Company concurrently with such termination; and Agreement, or in the case of termination pursuant to Section 9.1(e), prior to the Parent Stockholders’ Meeting, any person publicly makes a Parent Acquisition Proposal or amends a Parent Acquisition Proposal made prior to the date of this Agreement and, within 12 months after such termination, Parent enters into a definitive agreement to consummate, or consummates, any Parent Acquisition Proposal (regardless of whether made before or after the termination of this Agreement); provided that for purposes of this Section 9.3(b)(iii), the references to 15% in the definition of Parent Acquisition Proposal shall be deemed to be 50%. (c) The Company shall pay to Parent, within ten (10) Business Days after termination of the Agreement, the Termination Fee in the event of the termination of this Agreement by Parent pursuant to Section 9.1(d), 9.1(e) or 9.1(f), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section shall be made by the Company within two (2) Business Days after such termination. (bd) Without limiting In the provisions of Section 10.6, if (i) event this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d) and (x) at or prior to the time of the Company General Meeting an Acquisition Proposal shall have been publicly announced and not publicly withdrawn, and (y) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve (12) months after the date of such termination (which for this purpose only, each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction” shall be “50%”); or (ii) this Agreement is terminated by Parent pursuant to Section 9.1(e), or (iii) this Agreement is terminated by the Company pursuant to Section 9.1(h9.1(e), then Parent shall pay, or cause to be paid, to the Company out-of-pocket fees and expenses, incurred by or on behalf of the person entitled to payment, in connection with the preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby in an amount not to exceed $500,000 (the “Expense Reimbursement Amount”) promptly, and in any event not more than two business days following such termination; provided that the payment by Parent of the Expense Reimbursement Amount pursuant to this Section 9.3(d) shall be credited against any Termination Fee payable by Parent hereunder. (e) If either Party fails to pay when due any amount payable by such Party under this Section 9.3 or then (without limiting any liability i) such Party shall reimburse the other Party for reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the Company for any breach collection of such overdue amount and the enforcement by the Company other Party of any provision of its rights under this Agreement)under this Section 9.3, in any and (ii) such case, the Company Party shall pay to Parent, 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 to the other Party in cash full) at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (rate per annum equal to the “Fee”prime rate” (as announced by Bank of America or any successor thereto) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of termination of this Agreement by Parent or the Company pursuant to Section 9.1(d), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the definitive agreement in respect of the Acquisition Transaction, whichever is earlier. In the case of termination of this Agreement by Parent pursuant to Section 9.1(e), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after such termination. In the case of termination of this Agreement by the Company pursuant to Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such termination. (c) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and effect on the expectation of the consummation of the Merger, which date such overdue amount would otherwise was originally required to be impossible to calculate with precisionpaid. (d) In no event shall more than one (1) Fee be payable.

Expenses; Termination Fees. (a) Except as set forth in this Section 9.3, 9.3 and Section 7.9 all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Contemplated Transactions shall be paid by the party incurring such expenses, whether or not the Merger is consummated; consummated provided, however, that if Parent and the Company shall share equally all fees and expenses incurred in relation to the printing and filing with the SEC of the Registration Statement (including any financial statements and exhibits) and any amendments or supplements thereto and paid to a financial printer or the SEC. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d), by Parent pursuant to 9.1(e) or 9.1(f) or by the Company pursuant to Section 9.1(h9.1(f), then (ii) at any time after the Company shall make a nonrefundable cash payment to Parent, at the time specified in the next sentence, in the sum of $2.5 million (“Expenses”) to compensate Parent for fees and expenses incurred by or on behalf of Parent in connection with the preparation and negotiation date of this Agreement and prior to the Parent Stockholder Meeting an Acquisition Proposal with respect to Parent shall have been publicly announced, disclosed or otherwise communicated to the Parent Board (and shall not have been withdrawn) and (iii) within twelve (12) months after the date of such termination, Parent enters into a definitive agreement with respect to a Subsequent Transaction or consummates a Subsequent Transaction, then Parent shall pay the Company, within ten (10) Business Days after termination (or, if applicable, upon such entry into a definitive agreement and/or consummation of a Subsequent Transaction), a nonrefundable fee in connection with an amount equal to $2,340,000 (the Merger. In the case of termination of “Company Termination Fee”). (c) If this Agreement is terminated (i) by the Company pursuant to Section 9.1(d9.1(b) or 9.1(h), the nonrefundable payment of Expenses pursuant to the proviso to the first sentence of this Section 9.3 shall be made by 9.1(e) (in which the Company concurrently with such termination; and in has the case of termination of right to terminate this Agreement pursuant Section 9.1(f)) or (ii) by Parent pursuant to Section 9.1(d9.1(j), 9.1(ethen Parent shall pay to the Company the Company Termination Fee, by wire transfer of same day funds to an account designated by the Company, (x) in the case of a termination by Parent referred to in the foregoing clause (i) or 9.1(f(ii), prior (and as a condition) to such termination or (y) in the nonrefundable payment case of Expenses pursuant to the proviso to the first sentence of this Section shall be made a termination by the Company described in the foregoing clause (i), within two (2) Business Days after such termination. (bd) Without limiting the provisions of Section 10.6, if If (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d) and or by Parent pursuant to Section 9.1(g), (xii) at or any time after the date of this Agreement and prior to the time of obtaining the Company General Meeting Stockholder Approval, an Acquisition Proposal with respect to the Company shall have been publicly announced announced, disclosed or otherwise communicated to the Company Board (and shall not publicly have been withdrawn, ) and (yiii) the Company enters into a binding agreement to consummate, or consummates, an Acquisition Transaction in respect of such Acquisition Proposal within twelve six (126) months after the date of such termination, the Company enters into a definitive agreement with respect to a Subsequent Transaction or consummates a Subsequent Transaction, then the Company shall pay to Parent, within ten (10) Business Days after termination (which for this purpose onlyor, each reference if applicable, upon the earlier of such entry into a definitive agreement and/or the consummation of a Subsequent Transaction), a nonrefundable fee in an amount equal to $5,250,000 (the “85%” and “15%” appearing in the definition of an “Acquisition Transaction” shall be “50%Parent Termination Fee”); or, by wire transfer of same-day funds to an account designated by Parent. (iie) If this Agreement is terminated by Parent pursuant to Section 9.1(e), or 9.1(g) (iii) this Agreement is terminated or by the Company in circumstances in which Parent has the right to terminate this Agreement pursuant to Section 9.1(h9.1(g); then (without limiting any liability of the Company for any breach by the Company of any provision of this Agreement), in any such case, then the Company shall pay to Parent the Parent Termination Fee, by wire transfer of same day funds to an account designated by Parent, (x) in cash at the time specified in the next sentence, a nonrefundable fee in the amount of $8,700,000 (the “Fee”) less the amount of any Expenses previously paid pursuant to Section 9.3(a). In the case of a termination of this Agreement by Parent or the Company pursuant referred to Section 9.1(d)in the foregoing clause, the Fee less the amount of any Expenses previously paid pursuant prior (and as a condition) to Section 9.3(asuch termination or (y) shall be paid immediately prior to the consummation of the Acquisition Transaction or entry into the definitive agreement in respect of the Acquisition Transaction, whichever is earlier. In the case of a termination of this Agreement by Parent pursuant to Section 9.1(e)Pxxxxx described in the foregoing clause, the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company within two (2) Business Days after such termination. (f) If either party fails to pay when due any amount payable by it under this Section 9.3, then (i) such party shall reimburse the other party for reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by the other party of its rights under this Section 9.3 and (ii) such party 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 to the other party in full) at a rate per annum equal to the “prime rate” (as announced by Bank of America or any successor thereto) in effect on the date such overdue amount was originally required to be paid plus three percent. (g) The parties agree that, subject to Section 9.2, the payment of fees and expenses set forth in this Section 9.3 shall be the sole and exclusive remedy of each party following a termination of this Agreement under the circumstances described in this Section 9.3, it being understood that in no event shall either Parent or the Company be required to pay the individual fees, damages payable pursuant to this Section 9.3 on more than one occasion. In Subject to Section 9.2, following the case payment of the fees and expenses set forth in this Section 9.3 by a party, (i) such party shall have no further liability to the other party in connection with or arising out of this Agreement or the termination thereof, any breach of this Agreement by the Company other party giving rise to such termination, or the failure of the Contemplated Transactions to be consummated, (ii) no other party or their respective Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against such party or seek to obtain any recovery, judgment or damages of any kind against such party (or any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of such party) in connection with or arising out of this Agreement or the termination thereof, any breach by such party giving rise to such termination or the failure of the Contemplated Transactions to be consummated and (iii) all other parties and their respective Affiliates shall be precluded from any other remedy against such party and its Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such party giving rise to such termination or the failure of the Contemplated Transactions to be consummated. Each of the parties acknowledges that (x) the agreements contained in this Section 9.3 are an integral part of the Contemplated Transactions, (y) without these agreements, the parties would not enter into this Agreement and (z) any amount payable pursuant to this Section 9.1(h), the Fee less the amount of any Expenses previously paid pursuant to Section 9.3(a) shall be paid by the Company concurrently with such termination. (c) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and its affiliates, that the Fee 9.3 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub the parties in the circumstances in which such amount is payable; provided, however, that nothing in this Section 9.3(g) shall limit the Fee is payable for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation rights of the consummation of the Merger, which amount would otherwise be impossible to calculate with precisionparties under Section 10.3. (d) In no event shall more than one (1) Fee be payable.