Common use of Fees and Expenses Clause in Contracts

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company in accordance with Section 5.14, all fees and expenses incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parent. (b) In the event that: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company in accordance with Section 5.14, all fees and expenses incurred in connection with If this Agreement, the Mergers and the other transactions contemplated hereby Agreement shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parent. (b) In the event that: have been terminated (i) pursuant to Section 7.1(f) or 7.1(g) hereof or (1ii) after pursuant to Section 7.1(h) hereof and, at the date time of this Agreementsuch stockholder vote, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise shall have been publicly disclosed announced and not withdrawn at least seven Business Days prior to withdrawn, terminated or lapsed, which provides for consideration per share of Common Stock for all such shares which is greater than $24 and which is reasonably capable of being financed by the Company Stockholders Meeting Person making such proposal or (yiii) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i7.1(h) in circumstances where clause (ii) above does not apply, then the Company shall, promptly, but in no event later than one business day after the termination of this Agreement (or Section 7.1(b)(iiiin the case of clause (i) or above by Parent reason of a termination pursuant to Section 7.1(c)(i7.1(f) hereof, simultaneously with such termination), pay each of Reckson and Crescent an amount equal to the Applicable Break-Up Fee (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(iias defined hereafter); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); thenprovided that none of Reckson, Crescent or Buyer was in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth hereunder at the time of termination. Only one fee in an amount not to exceed the amount of the Applicable Break-up Fee shall be payable to each of Reckson and Crescent pursuant to this Agreement or intentional fraud. (c) Section 7.3(a). Payment of the Company Termination Applicable Break-Up Fee shall be made made, as directed by the Party entitled thereto, by wire transfer of same day in immediately available funds promptly, but in no event later than two (2) business days following such termination. Each "Applicable Break-Up Fee" shall be an amount equal to the accounts designated by Parent lesser of (x) $9 million in the case of clause (i), $4.5 million in the case of clause (ii) on and $1.75 million in the earliest case of the execution of a definitive agreement with respect toclause (iii) plus, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Break-Up Fee payable pursuant to Section 7.3(b)(i), clause (i) or (ii) above, the Expense Amount (as defined hereafter) (the "Base Amount") and (y) the maximum amount that can be paid to the party entitled to the Applicable Breakup Fee in the year in which this Agreement is terminated (the "Termination Year") and in all relevant taxable years thereafter without causing it to fail to meet the requirements of sections 856(c)(2) and (3) of the Code (the "REIT Requirements") for such year, determined as if the payment of such amount did not constitute income described in sections 856(c)(2)(A)-(H) and 856(c)(3)(A)-(I) of the Code ("Qualifying Income"), as determined by independent accountants to the party entitled to the Applicable Breakup Fee. Notwithstanding the foregoing, in the event the party entitled to the Applicable Breakup Fee receives a ruling from the Internal Revenue Service (a "Break-Up Fee Ruling") holding that such party's receipt of the Base Amount would either constitute Qualifying Income or would be excluded from gross income within three Business Days the meaning of the REIT Requirements, such party's Applicable Break-Up Fee shall be an amount equal to the Base Amount. If the amount payable for the Termination Year to the party entitled to the Applicable Break-up Fee under the preceding sentence is less than the Base Amount, the Company shall place the remaining portion of the Base Amount in escrow and shall not release any portion thereof to such party unless and until the Company receives either of the following: (i) a termination by Parent pursuant letter from such party's independent accountants indicating that additional amounts can be paid at that time to Section 7.1(c)(ii)such party without causing such party to fail to meet the REIT Requirements for any relevant taxable year, in which event the Company shall pay to such party such amount, or (iiiii) simultaneously witha Break-Up Fee Ruling, in which event the Company shall pay to such party the unpaid Base Amount. The Company's obligation to pay any unpaid portion of either party's Applicable Break-Up Fee shall terminate three years from the date of this Agreement and the Company shall have no obligation to make any further payments notwithstanding that the entire Base Amount relating to such Applicable Break-Up Fee has not been paid as a condition of such date. The "Expense Amount" relating to each Applicable Break-Up Fee shall be the amount of actual, direct out-of-pocket expenses incurred by the party entitled to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained Applicable Break-Up Fee in this Section 7.3 are an integral part of connection with the transactions contemplated by this Agreement; provided, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, andhowever, in order no event shall the Expense Amount relating to obtain such payment, Parent commences a suit that results each Applicable Break-Up Fee exceed $1.75 million in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be madeaggregate.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by Whether or not the Company in accordance with Section 5.14Merger is consummated, except as otherwise specifically provided herein, all fees costs and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby by this Agreement shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parentparty incurring such expenses. (b) In The Company shall pay to Parent or its designee the event thatCompany Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, as follows: (i) if (A) this Agreement is terminated pursuant to (1) after Section 7.01(c) prior to a vote by the stockholders of the Company at the Special Meeting on the adoption of the agreement of merger (as such term is used in Section 251 of the Corporation Law) and the conditions in Section 6.01(b) (with respect to Orders under the Antitrust Laws) and Section 6.01(c) shall have been satisfied, (2) Section 7.01(d) or (3) Section 7.01(e); (B) following the date hereof and prior to the termination of this Agreement, a proposal for an Acquisition Proposal Transaction shall have been made to the Company or shall have been made directly to the stockholders of the Company generally or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) (x) is made directly to make such a proposal, in the Company’s stockholders case of a termination pursuant to Section 7.01(d), and such proposal or is otherwise announcement of an intention to make such proposal shall not have been publicly disclosed and not irrevocably withdrawn at least seven ten (10) Business Days prior to the Company Stockholders Special Meeting or (y) is otherwise communicated shall have been made to senior management of the Company or the Company Board, (2) this Agreement is terminated by stockholders of the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), Company; and (3C) within 12 twelve (12) months after following the date termination of such terminationthis Agreement, the Company enters into an agreement in respect of any Acquisition Proposalproviding for, or recommends or submits an consummates, a Qualifying Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof Transaction (provided, that for purposes of this clause (3as defined below), each reference to “20%” in then the definition of “Acquisition Proposal” Company shall be deemed pay or cause to be paid the Company Termination Fee to Parent upon the consummation of a reference to “50%”)Qualifying Acquisition Transaction; (ii) if this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii7.01(h), then the Company shall pay or cause to be paid the Company Termination Fee promptly, and in any event not more than two (2) Business Days following such termination; or (iii) if this Agreement is terminated (A) by the Company pursuant to Section 7.1(d)(ii); then7.01(g) or (B) pursuant to Section 7.01(d) and a Recommendation Change in response to an Intervening Event shall have been in effect at the time of the Special Meeting, in any then concurrently with (and as a condition to) such eventtermination, the Company shall pay or cause to Parent a fee of $9,500,000 be paid the Company Termination Fee to Parent. (the iv) As used herein “Company Termination Fee”), which ” shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required mean a cash amount equal to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud$375 million. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as set forth in accordance with this Section 5.148.03, all fees and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such expenses, whether or not the Parties acknowledge and agree Merger is consummated; provided however, that the expenses set forth on Schedule 7.3 Company and Parent shall share equally all fees and expenses, other than attorneys' fees, incurred with respect to Company Disclosure Schedules shall be borne by Parentthe printing and filing of the Joint Proxy Statement (including any related preliminary materials) and the Registration Statement (including financial statements and exhibits) and any amendments or supplements thereto. (b) In The Company shall pay Parent up to $1,500,000 as reimbursement for expenses of Parent actually incurred relating to the event thattransactions contemplated by this Agreement prior to termination (including, but not limited to, fees and expenses of Parent's counsel, accountants and financial advisors, but excluding any discretionary fees paid to such financial advisors), upon the termination of this Agreement (i) by Parent or the Company pursuant to Section 8.01(d)(x), (ii) by Parent pursuant to Section 8.01(e), (iii) by Parent or the Company pursuant to Section 8.01(b) if the failure to satisfy the condition set forth in Section 7.02(a) by the Outside Date shall have resulted in the Closing not occurring, or (iv) by Parent pursuant to Section 8.01(g). (c) The Company shall pay Parent a termination fee of $25,600,000 upon (except as otherwise provided in the proviso to clause (iii) below) the earliest to occur of the following events: (i) the termination of this Agreement by Parent pursuant to Section 8.01(e); or (1ii) the termination of this Agreement by Parent pursuant to Section 8.01(g) after a breach by the Company of this Agreement; or (iii) the termination of the Agreement by Parent or the Company pursuant to Section 8.01(d)(x) as a result of the failure to receive the requisite vote for approval of the Company Voting Proposal by the stockholders of the Company at the Company Meeting if, at the time of such failure, there shall have been announced an Alternative Transaction relating to the Company which shall not have been absolutely and unconditionally withdrawn and abandoned; provided, however, that if (A) the Alternative Transaction is a tender offer or exchange offer, (B) neither the Company nor any of its Affiliates enters into any contract or agreement with the bidder or any Affiliate of the bidder relating to such tender offer or exchange offer and (C) the Board of Directors of the Company recommends against acceptance of such tender offer or exchange offer, then the termination fee specified in this Section 8.03(c) shall only be payable by the Company if, within one year of the date of termination pursuant to this AgreementSection 8.03(c)(iii), an Acquisition Proposal (whether or not conditional) (x) an Alternative Transaction is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting closed or (y) is otherwise communicated the Company enters into a binding agreement relating to senior management an Alternative Transaction, in which event the termination fee shall be payable by the Company on the first to occur of (x) or (y). (d) Parent shall pay the Company up to $1,500,000 as reimbursement for expenses of the Company or actually incurred relating to the Company Board, (2) transactions contemplated by this Agreement is terminated prior to termination (including, but not limited to, but excluding any discretionary fees paid to such financial advisors), upon the termination of this Agreement (i) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i8.01(d)(y), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.01(f); then, in any such event, (iii) by Parent or the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve 8.01(b) if the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements failure to satisfy the condition set forth in this Agreement or intentional fraud. (cSection 7.03(a) Payment of by the Company Termination Fee Outside Date shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal have resulted in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii)Closing not occurring, or (iiiiv) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii8.01(g). (de) Parent shall pay the Company a termination fee of $25,600,000 upon the termination of this Agreement by the Company pursuant to Section 8.01(f) or pursuant to Section 8.01(g) after a breach by Parent of this Agreement. (f) The Company acknowledges that expenses and fees, if applicable, payable pursuant to Section 8.03(b), 8.03(c), 8.03(d) and 8.03(e) shall be paid within one business day after demand therefor following the agreements contained in this Section 7.3 are an integral part first to occur of the transactions contemplated by this Agreementevents giving rise to the payment obligation described in Section 8.03(b), and that8.03(c)(i), without these agreements(ii) or (iii), 8.03(d) or 8.03(e). If one party fails to promptly pay to the other any expense reimbursement or fee due hereunder, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company defaulting party shall pay to Parent its the costs and expenses (including reasonable attorneys’ legal fees and expenses) in connection with such suitany action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amounts due pursuant to this Section 7.3 amount of any unpaid fee at the publicly announced prime rate of Fleet Bank, N.A. plus five percent per annum, compounded quarterly, from the date such payment expense reimbursement or fee was required to be made until paid. (g) As used in this Agreement, "Alternative Transaction" means (i) a transaction pursuant to which any person (or group of persons) other than Parent or its affiliates (a "Third Party"), acquires more than 10% of the date outstanding shares of payment at Company Common Stock pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving the prime lending rate as published Company pursuant to which any Third Party acquires more than 10% of the outstanding shares of Company Common Stock or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets (including for this purpose the outstanding equity securities of Subsidiaries of the Company and the entity surviving any merger or business combination including any of them) of the Company having a fair market value equal to more than 10% of the fair market value of all the assets of the Company immediately prior to such transaction, or (iv) any public announcement by a Third Party of a proposal, plan or intention to do any of the foregoing or any agreement to engage in The Wall Street Journal in effect on any of the date such payment was required to be madeforegoing.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by Whether or not the Company in accordance with Section 5.14Merger is consummated, except as otherwise specifically provided herein, all fees costs and expenses incurred in connection with this Agreementthe Offer, the Mergers Merger, this Agreement and the other transactions contemplated hereby by this Agreement shall be paid by Parentthe party incurring such expenses. For purposes of clarity, the Parties Parent and Purchaser acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne entitled to pay or cause to be paid, at or prior to the Closing, all fees, costs, and expenses incurred by Parentthe Company in connection with the Offer, this Agreement and the transactions contemplated by this Agreement. (b) In the event that: that this Agreement is terminated (i) pursuant to Section 8.01(e) or Section 8.01(f) or (1ii) after pursuant to Section 8.01(d) following the date initial expiration of the Offer and, with respect to this Agreementclause (ii) only, at the time of such termination (A) either (x) the Minimum Tender Condition has not been satisfied or (y) the condition set forth in clause (iii)(e) of Exhibit A has not been satisfied due to the willful breach by the Company and (B) either (x) at the time of such termination, an Acquisition Proposal (whether existed or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting has been previously announced or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 six months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits thereafter an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is shall have been consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, then the Company shall pay to Parent a termination fee of Four Million U.S. Dollars ($9,500,000 4,000,000) PLUS the reimbursement of all of the fees and expenses of Parent and Purchaser related to the Offer, this Agreement and the transactions contemplated hereby (including, without limitation, legal, accounting and investment banking fees and expenses) actually incurred by Parent and Purchaser up to One Million U.S. Dollars ($1,000,000) (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that "TERMINATION FEE") in no event shall the Company be required immediately available funds by wire transfer to pay the Company Termination Fee on more than one occasion; provided, that the payment an account designated by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraudParent. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee Any amounts payable pursuant to Section 7.3(b)(i)8.03(b) shall be payable as promptly as practicable following termination of this Agreement and, (ii) within three Business Days of a termination by Parent pursuant if the Company is the party seeking to Section 7.1(c)(ii)terminate this Agreement, or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii)thereto. (d) The Company acknowledges that the agreements contained in this Section 7.3 8.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties and Purchaser would not enter have entered into this Agreement. Accordingly, if the Company fails promptly to pay promptly any amounts due pursuant to this Section 7.38.03, and, in order to obtain such payment, Parent commences a suit that which results in a judgment against the Company for the amounts fee or expense reimbursement set forth in this Section 7.38.03, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ ' fees and expenses) in connection with such suit, together with interest from the date of termination of this Agreement on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment so owed at the prime lending rate as published in The Wall Street Journal of Chase Manhattan Bank in effect on from time to time during such period plus four percent (4%). (e) The prevailing party in any legal action undertaken to enforce this Agreement or any provision hereof shall be entitled to recover from the date other party the costs and expenses (including attorneys' and expert witness fees) incurred in connection with such payment was required to be madeaction.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as provided below in accordance with this Section 5.147.1, all fees and expenses incurred in connection with the Merger, this Agreement, the Mergers Agreement and the other transactions contemplated hereby by this Agreement shall be paid by Parent. For purposes the party (the Company, on the one hand, or Parent and Sub, on the other hand) incurring such fees or expenses, whether or not the Merger is consummated; PROVIDED, HOWEVER, that (i) Parent and the Company shall share equally all fees and expenses, other than attorneys' fees, incurred in connection with (A) the filing, printing and mailing of clarity, the Parties acknowledge Registration Statement and agree that the expenses set forth on Schedule 7.3 Joint Proxy Statement and any amendments or supplements thereto and (B) the filing by Parent and the Company of the premerger notification and report forms relating to Company Disclosure Schedules shall be borne by Parentthe Merger under the HSR Act. (b) In the event that: (iIf this Agreement is terminated by Parent pursuant to Sections 6.1(c), 6.1(f), 6.1(g) (1) after the date of this Agreementor 6.1(h), an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting shall pay, or (y) is otherwise communicated cause to senior management be paid, in same day funds to Parent upon demand, all actual out-of-pocket costs and expenses of Parent and Sub incurred in connection with this Agreement and the Company or the Company Boardtransactions contemplated hereby, (2) including, without limitation, legal, professional and service fees and expenses. If this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i6.1(f), Parent shall pay, or cause to be paid, in same day funds to the Company upon demand, all actual out-of-pocket costs and expenses of the Company incurred in connection with this Agreement and the transactions contemplated hereby, including, without limitation, legal, professional and service fees and expenses. (c) The Company shall pay, or Section 7.1(b)(iii) or by cause to be paid, in same day funds to Parent upon demand (in addition to any amount required to be paid pursuant to Section 7.1(c)(i7.1(a) or 7.1(b), ) a fee of $18,000,000 if: (i) this Agreement is terminated pursuant to Section 6.1(c) and (3) within 12 months after at or prior to the date time of such terminationtermination a Takeover Proposal shall have been disclosed, the Company enters into an agreement in respect of any Acquisition Proposalannounced, commenced, submitted or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”);; or (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii6.1(g) or 6.1(h); or. (iiid) Parent shall pay, or cause to be paid, in same day funds to the Company upon demand (in addition to any amount required to be paid pursuant to Section 7.1(a)) a fee of $5,000,000 if (i) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then6.1(d) and (ii) there shall not have occurred, and no facts, events or circumstances shall have been publicly announced that are likely to result in, a material adverse change in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company Condition of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and Subsidiaries taken as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii)whole. (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise set forth in accordance with Sections 2.07, 8.09(b) and this Section 5.1410.03, all fees and expenses incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby Agreement shall be paid by Parent. For purposes of claritythe party incurring such expenses, whether or not the Parties acknowledge and agree that Trizec Merger or the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentArrangement are consummated. (b) In the event thatthis Agreement shall be terminated: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i10.01(g)(i), Trizec shall pay to Parent on or prior to the third Business Day following the Termination Date the Full Termination Fee and the Parent Expenses in immediately available funds to an account directed by Parent; (3ii) within 12 months after by Parent pursuant to Section 10.01(g)(ii), TZ Canada shall pay to Parent on or prior to the date third Business Day following the Termination Date the TZ Canada Termination Fee and 38% of such terminationthe Parent Expenses in immediately available funds to an account directed by Parent; provided, however, that if prior to the Company expiration of the twelve (12) month period following the Termination Date Trizec enters into an agreement in a contract with respect of any to or consummates a Trizec Acquisition Proposal, if and when such contract is entered into or recommends or submits an consummation of such Trizec Acquisition Proposal occurs, as applicable, then Trizec shall pay to its stockholders for adoption, or a transaction Parent on such consummation date the Trizec Termination Fee and the remaining 62% of the Parent Expenses in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior immediately available funds to termination hereof an account directed by Parent (provided, that and for purposes of this clause (3Section 10.03(b)(ii), each reference to “50%” shall be substituted for “20%” in the definition of “Trizec Acquisition Proposal” shall be deemed to be a reference to “50%”); (iiiii) by the Trizec Parties and TZ Canada pursuant to Section 10.01(h), Trizec shall pay to Parent on or prior to the Termination Date the Full Termination Fee and the Parent Expenses in immediately available funds to an account directed by Parent which payment shall be a condition to the effectiveness of such termination; (iv) by any of Parent, the Trizec Parties and TZ Canada pursuant to Section 10.01(f)(i) and (A) at or prior to the later of the Termination Date or the Trizec Stockholders’ Meeting, a Trizec Acquisition Proposal shall have been made to any Trizec Party or publicly announced prior to such date, and (B) concurrently with such termination or within twelve (12) months following the Termination Date, Trizec enters into a contract with respect to or consummates any Trizec Acquisition Proposal, if and when such contract is entered into or consummation of such Trizec Acquisition Proposal occurs, as applicable, Trizec shall pay to Parent on such consummation date the Full Termination Fee and the Parent Expenses in immediately available funds to an account directed by Parent (and for purposes of this Agreement Section 10.03(b)(iv), “50%” shall be substituted for “20%” in the definition of Trizec Acquisition Proposal); (v) by any of Parent, the Trizec Parties or TZ Canada pursuant to Section 10.01(f)(ii) and (A) at or prior to the later of the Termination Date or the TZ Canada Shareholders Meeting, a TZ Canada Acquisition Proposal shall have been made to TZ Canada or publicly announced prior to such date, and (B) concurrently with such termination or within twelve (12) months following the Termination Date, TZ Canada consummates any TZ Canada Acquisition Proposal, if and when such contract is terminated entered into or consummation of such TZ Canada Acquisition Proposal occurs, as applicable, TZ Canada shall pay to Parent on such consummation date the TZ Canada Termination Fee and 38% of the Parent Expenses in immediately available funds to an account directed by Parent (and for purposes of this Section 10.03(b)(v), “50%” shall be substituted for “20%” in the definition of TZ Canada Acquisition Proposal); provided, however, that if prior to the expiration of the twelve (12) month period following the Termination Date Trizec enters into a contract with respect to or consummates a Trizec Acquisition Proposal, if and when consummation of such Trizec Acquisition Proposal occurs, then Trizec shall pay to Parent the Trizec Termination Fee and the remaining 62% of the Parent Expenses, in each case on such consummation date and in immediately available funds to an account directed by Parent (and for purposes of this Section 10.03(b)(v), “50%” shall be substituted for “20%” in the definition of Trizec Acquisition Proposal); (vi) by Parent pursuant to Section 7.1(c)(ii)10.01(d) in connection with a breach by the Trizec Parties, then the Trizec Parties shall pay to Parent 62% of the Parent Expenses in immediately available funds within three (3) Business Days of termination to an account directed by Parent; or (iiivii) this Agreement is terminated by the Company Parent pursuant to Section 7.1(d)(ii); then10.01(d) in connection with a breach by TZ Canada, in any such event, the Company TZ Canada shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy 38% of the Parent Parties against the Company, it being understood Expenses in immediately available funds within three (3) Business Days of termination to an account directed by Parent provided that in if Parent Expenses shall be payable pursuant to Section 10.03(b)(vi) no event Parent Expenses shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee payable pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud10.03(b)(vii). (c) Payment For purposes of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.,

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne Payment by the Company in accordance with Section 5.14, Credit Parties to Administrative Agent of all fees and expenses incurred in connection with relating to the preparation, execution and delivery of this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parent. For purposes Loan Documents which are due and payable on the Closing Date, including payment to Administrative Agent of clarity, the Parties acknowledge and agree that the expenses fees set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parentin the Engagement Letter. (b) In the event that: (i) (1) after Upon the date reasonable request of this Agreementany Lender, an Acquisition Proposal (whether or not conditional) (x) is made directly Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the Company’s stockholders or is otherwise publicly disclosed documentation and not withdrawn other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least seven ten (10) Business Days prior to the Company Stockholders Meeting or Closing Date and (yii) is otherwise communicated at least ten (10) Business Days prior to senior management the Closing Date, any Credit Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Credit Party. Without limiting the generality of the Company or provisions of the Company Boardlast paragraph of Section 9.03, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of determining compliance with the conditions specified in this clause (3)Section 4.01, each reference to “20%” in the definition of “Acquisition Proposal” Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, (i) this Agreement and each other document to which it is a reference to “50%”); party or which it has reviewed or (ii) this Agreement is terminated any other matter required thereunder to be consented to or approved by Parent pursuant or acceptable or satisfactory to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any a Lender unless Administrative Agent shall have received notice from such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds Lender prior to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii)proposed Closing Date specifying its objection thereto. (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne as otherwise provided in this Section 7.3 or as contemplated by the Company in accordance with Section 5.142.2, all fees and expenses incurred in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentMerger is consummated. (b) In the event that: (i1) (1A) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) or intention to make an Acquisition Proposal (xwhether or not conditional) is shall have been made directly to the Company’s stockholders or is stockholders, otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company BoardBoard (or any committee thereof), (2B) this Agreement is thereafter terminated by the Company or Parent pursuant to Section 7.1(b)(i7.1(b)(1) or Section 7.1(b)(iii7.1(b)(3) or by Parent pursuant to Section 7.1(c)(i), 7.1(c)(1) and (3C) within 12 twelve (12) months after the date of such termination, the Company enters into an a definitive binding agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any an Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was shall have been made, publicly disclosed or communicated prior to termination hereof (provided, provided that for purposes of this clause (3C), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%a majority”); (ii2) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii7.1(c)(2); or (iii3) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.1(d)(2); then, in any such event, the Company shall pay to Parent a termination fee of two million U.S. dollars ($9,500,000 2,000,000) (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the account or accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, recommendation or submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal Proposal, as applicable, in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i7.3(b)(1), (ii) as promptly as reasonably practicable after termination (and, in any event, within three two Business Days thereof), in the case of a termination by Parent pursuant to Section 7.1(c)(ii7.1(c)(2), or (iii) simultaneously with, and as a condition to the effectiveness of, termination, in the case of a termination by the Company pursuant to Section 7.1(d)(ii7.1(d)(2). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties and Merger Sub would not enter into this Agreement. Accordingly; accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as provided in accordance with paragraphs (b) and (c) of this Section 5.145.06, all fees and expenses incurred in connection with this Agreement, the Mergers Offer, the Merger and the other transactions contemplated hereby by this Agreement, shall be paid by Parent. For purposes the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated, except that the filings fees and expenses incurred in connection with the preparation by the financial printer, filing, printing and mailing of claritythe Offer Documents, the Parties acknowledge Schedule 14D-9 and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules Proxy Statement shall be borne shared equally by ParentParent and the Company. (b) In the event that: that (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii7.01(e)(i) or Section 7.01(e)(ii); or , (iiiii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.01(f) or (iii)(A) a Takeover Proposal shall have been made to the Company or shall have been made directly to the stockholders of the Company generally or shall have otherwise become publicly known or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal, (B) thereafter this Agreement is terminated (I) by Company pursuant to Section 7.01(b)(i) or (II) by either Parent or the Company pursuant to Section 7.01(b)(iii) and (C) within 12 months after such termination, the Company enters into a definitive Contract to consummate, or consummates, the transactions contemplated by any Takeover Proposal (regardless of whether such Takeover Proposal is made before or after termination of this Agreement); then, in any such event, then the Company shall pay to Parent a fee of equal to $9,500,000 45,650,000 (the “Company Termination Fee”)) plus Expenses of up to $7,500,000, which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same same-day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal first Business Day following (x) in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), payment required by clause (i) or (ii) within three Business Days above, the date of termination of this Agreement and (y) in the case of a termination payment required by Parent pursuant to Section 7.1(c)(ii), or clause (iii) simultaneously withabove, the date of the first to occur of the events referred to in clause (iii)(C) above. “Expenses” shall mean the cash amount necessary to reimburse Parent, Merger Sub and as a condition each of their respective Affiliates for all out-of-pocket fees and expenses incurred (whether or not billed) at any time (whether before or after the date of this Agreement) prior to the effectiveness oftermination of this Agreement by any of them or on their behalf in connection with the Offer, a termination by the Merger, this Agreement, their due diligence investigation of the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of and the transactions contemplated by this Agreement, and that, without these agreements, Agreement (including the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs fees and expenses (including reasonable attorneys’ fees of counsel, investment banking firms or financial advisors and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be madetheir respective counsel and representatives).

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company in accordance with Section 5.14, all fees and expenses incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parent. (b) In the event that: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company Parent or the Company Board, (2) terminates this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i9.01(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i)and, and (3) within 12 months after at the date time of such termination, one or more of the Company enters into an agreement conditions set forth in respect Section 8.01(c) (if the failure of any Acquisition Proposal, or recommends or submits an Acquisition Proposal such condition to its stockholders for adoption, or be satisfied is a transaction in respect result of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3a Restraint arising under Antitrust Laws), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”)Section 8.01(d) or Section 8.02(d) were not satisfied or waived; (ii) Parent or the Company terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii)9.01(b)(ii) as a result of a Restraint arising under Antitrust Laws; or (iii) Parent terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.01(c)(ii); then, and, in the case of each of clauses (i), (ii) and (iii), at the time of such termination (A) all of the other conditions set forth in Article VIII have been satisfied or validly waived (except for those conditions that by their terms must be satisfied at the Closing, provided that such conditions would have been so satisfied if the Closing would have occurred) and (B) the Company and the Selling Investors are not in breach in any material respect of its obligations under this Agreement or Selling Investor Support Agreement, as applicable, in any manner that shall be the proximate cause of the failure of any of the conditions referred to in clause (i) above or the imposition of the Restraint in clause (ii) above or the imposition of any remedies (x) other than Permitted Restrictions or (y) unless such eventremedy is part of an agreement between Parent and its Subsidiaries and a Governmental Authority, the Company as applicable, then Parent shall pay to Parent the Company a fee of equal to $9,500,000 300,000,000 (the “Company Regulatory Termination Fee”), which shall be by wire transfer on the sole and exclusive remedy second Business Day following the date of the Parent Parties against the Company, it being understood that in termination of this Agreement. In no event shall the Company Parent be required to pay the Company Regulatory Termination Fee on more than one occasion; provided, that . (b) All Expenses incurred in connection with this Agreement and the payment Transactions shall be paid by the Company party incurring such Expenses, whether or not the Mergers or any other Transaction is consummated, except Expenses incurred in connection with filing, printing and mailing of the Company Termination Fee pursuant to this Section 7.3 Registration Statement and the Consent Solicitation Statement (including filing fees) shall be borne by Parent, whether or not relieve the Company from Mergers or any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraudother Transaction is consummated. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, The parties hereto acknowledge and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges agree that the agreements contained in this Section 7.3 9.03(a) are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, the Parent Parties parties hereto would not enter into this Agreement. Accordingly; accordingly, if the Company Parent fails promptly to pay any amounts due pursuant to this Section 7.3the Regulatory Termination Fee, and, in order to obtain such payment, Parent the Company commences a suit that results in a judgment against the Company Parent for the amounts set forth in this Section 7.3Regulatory Termination Fee, the Company Parent shall pay to Parent the Company its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, in each case, together with interest on the amounts due pursuant to this Section 7.3 amount of the Regulatory Termination Fee, as applicable, from the date such payment was required to be made until the date of payment at the prime lending rate as published set forth in The Wall Street Journal Journal, in effect on the date such payment was required to be made. Each party further acknowledges that the Regulatory Termination Fee is not a penalty, but rather is a reasonable amount that will compensate the receiving party in the circumstances in which such payment is payable for the efforts and resources expended and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions contemplated hereby, which amounts would otherwise be impossible to calculate with precision. (d) Subject to the proviso at the end of this sentence, in the event the Regulatory Termination Fee is required to be paid and is paid to the Company pursuant to Section 9.03(a), such payment of the Regulatory Termination Fee shall constitute liquidated damages and be the sole and exclusive monetary remedy of the Company and its Subsidiaries and the Company’s and its Subsidiaries’ respective current or future stockholders, employees, directors, officers or Affiliates (collectively, the “Company Related Parties”) against Parent, First Merger Sub and Second Merger Sub and their respective current, former or future Representatives (collectively, the “Parent Related Parties”) for all losses, damages, costs or expenses in respect of this Agreement (or the termination thereof) or the Transactions (or the failure of such transactions to occur for any reason or for no reason) or any breach of any covenant or agreement or otherwise in respect of this Agreement or any oral representation made or alleged to be made in connection herewith, and upon payment of the Regulatory Termination Fee, none of the Parent Related Parties shall have any further monetary liability or obligation relating to or arising out of this Agreement or the Transactions, and none of the Company, its Subsidiaries or any other Company Related Party shall seek to recover any other monetary damages; provided, however, that (x) Section 7.19(c) shall survive any such termination and (y) in the event of any Intentional Breach by Parent, First Merger Sub or Second Merger Sub prior to such termination, the Company shall be entitled to the payment of the Regulatory Termination Fee (to the extent owed pursuant to Section 9.03(a)) and to seek any damages (including, for the avoidance of doubt, damages of the type referred to in Section 11.05(ii)), to the extent proven, resulting from or arising out of such Intentional Breach (as reduced by any Regulatory Termination Fee paid by Parent).

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with Section 5.14this Section, all fees and expenses incurred in connection with this Agreement, the Mergers Merger, the Spin-Off and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentMerger is consummated. (b) In the event that: (i) (1A) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) or intention to make an Acquisition Proposal (xwhether or not conditional) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2B) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3C) within 12 months after the date of such termination, the Company enters into an a definitive agreement in respect of any Acquisition ProposalProposal (which such transaction is subsequently consummated), or recommends or submits an Acquisition Proposal to its stockholders for adoptionapproval (which such transaction is subsequently consummated), or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3C), each reference to “2015%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”);; or (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 5,000,000 (the “Company Termination Breakup Fee”) less the amount of Parent Expenses previously paid to Parent (if any), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Breakup Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i) under circumstances in which the Company Breakup Fee is not then payable, then the Company shall reimburse Parent and its Affiliates for all of their actual documented out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred in connection with this Agreement and the transactions contemplated hereby (the “Parent Expenses”), up to a maximum amount of $1,500,000. (d) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(iv) or by the Company pursuant to Section 7.1(d)(i), then Parent shall reimburse the Company and its Affiliates for all of their actual documented out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred in connection with this Agreement and the transactions contemplated hereby (the “Company Expenses”), up to a maximum amount of $1,500,000. (e) Payment of the Company Termination Breakup Fee shall be made by wire transfer of immediately available funds to the account designated by Parent (i) upon consummation of any transaction contemplated by an Acquisition Proposal, in the case of a Company Breakup Fee payable pursuant to Section 7.3(b)(i), or (ii) as promptly as reasonably practicable after termination (and, in any event, within five Business Days thereof), in the case of a Company Breakup Fee payable pursuant to Section 7.3(b)(ii). Payment of the Parent Expenses shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on within five Business Days after the earliest Company’s having been notified of the execution amounts thereof by Parent. (f) Payment of a definitive agreement with respect to, submission the Company Expenses shall be made by wire transfer of same day funds to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination accounts designated by the Company pursuant to Section 7.1(d)(ii)within five Business Days after Parent having been notified of the amounts thereof by the Company. (dg) The Company Each party acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties other party would not enter into this Agreement. Accordingly, if the Company any party fails promptly to pay any amounts due pursuant to this Section 7.3Section, and, in order to obtain such payment, Parent the other party commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3defaulting party, the Company defaulting party shall pay to Parent other party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. (h) The Company Breakup Fee, Parent Expenses and Company Expenses are not liquidated damages, and payment thereof shall not relieve any party from any liability or damage resulting from a breach of this Agreement.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with Section 5.14this section 7.3, all fees and expenses incurred in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree Merger is consummated, except that the expenses set forth on incurred in connection with the filing, printing and mailing of the Schedule 7.3 13E-3 and the Proxy Statement, and all filing and other fees paid to Company Disclosure Schedules the SEC, in each case in connection with the Merger (other than attorneys’ fees, accountants’ fees and related expenses), shall be borne shared equally by ParentVMware and Pivotal. (b) In the event that: (i) (1A) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) or intention to make an Acquisition Proposal (xwhether or not conditional) is made directly to the CompanyPivotal’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of Pivotal, the Company Pivotal Special Committee or the Company Pivotal Board, and, in each case, not withdrawn prior to the date of the Pivotal Stockholder Meeting (2in the case of termination pursuant to section 7.1(b)(iii)) or the date of termination (in the case of termination pursuant to sections 7.1(b)(i) or 7.1(c)(i)), (B) this Agreement is terminated by the Company Pivotal or Parent VMware pursuant to Section section 7.1(b)(i) or Section section 7.1(b)(iii) or by Parent VMware pursuant to Section section 7.1(c)(i), ) (in the case of section 7.1(c)(i) due to a breach by Pivotal of any covenant contained in this Agreement) and (3C) within 12 months after the date of such termination, the Company Pivotal enters into an agreement (which is subsequently consummated) in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal (which is subsequently consummated) to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (providedexcept, that for purposes of this clause (3C), each reference to “2015%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent VMware pursuant to Section section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company Pivotal pursuant to Section section 7.1(d)(ii); then, in any such event, the Company Pivotal shall pay to Parent VMware a fee of $9,500,000 95,000,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company Pivotal be required to pay the Company Termination Fee on more than one occasion; provided, that the . The payment by the Company Pivotal of the Company Termination Fee pursuant to this Section section 7.3 shall not relieve the Company Pivotal from any liability or damage resulting from a (x) fraud or (y) any willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement prior to termination which relates to the termination of this Agreement in accordance with its terms. Notwithstanding section 7.2(c) or intentional fraudanything else to the contrary in this Agreement (but subject to the preceding sentence), VMware and Merger Sub agree that upon any valid termination of this Agreement under circumstances where the Termination Fee is payable by Pivotal pursuant to this section 7.3 and such Termination Fee is paid in full and accepted by VMware, VMware and Merger Sub shall be precluded from any other remedy against Pivotal, at law or in equity or otherwise, and neither VMware nor Merger Sub shall seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against Pivotal or any of the Pivotal’s Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or Affiliates or their respective Representatives in connection with this Agreement or the transactions contemplated hereby. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent VMware (i) on no later than the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal Proposal, as applicable, in the case of a Company Termination Fee payable pursuant to Section section 7.3(b)(i), (ii) as promptly as reasonably practicable after termination (and, in any event, within three two Business Days thereof), in the case of a termination by Parent VMware pursuant to Section section 7.1(c)(ii), or (iii) simultaneously substantially concurrently with, and as a condition to the effectiveness of, termination, in the case of a termination by the Company Pivotal pursuant to Section section 7.1(d)(ii).. Table of Contents (d) The Company Pivotal acknowledges that the agreements contained in this Section section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties VMware and Merger Sub would not enter into this Agreement. Each party further acknowledges that the Termination Fee is not a penalty, but represents liquidated damages in a reasonable amount that, without limiting any rights of any Person pursuant to section 7.2(c), will compensate VMware and Merger Sub in the circumstances in which the Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger. Accordingly, if the Company Pivotal fails promptly to pay any amounts due pursuant to this Section section 7.3, and, in order to obtain such payment, Parent VMware commences a suit Legal Proceeding that results in a judgment against the Company Pivotal for the amounts set forth in this Section section 7.3, the Company Pivotal shall pay to Parent VMware its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suitLegal Proceeding, together with interest on the amounts due pursuant to this Section section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as provided below in accordance with this Section 5.146.7, all fees and expenses incurred in connection with the Offer, the Merger, this Agreement, the Mergers Company Ancillary Agreements and the other transactions contemplated hereby and thereby shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree that Offer or the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentMerger is consummated. (b) In The Company shall pay, or cause to be paid, in same or next day funds to Parent, $2 million (the event that: "COMPANY FEE") (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) if this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i8.1(b)(i) as a result of the failure of the condition set forth in paragraph (d) of Exhibit A to this Agreement, or pursuant to Section 8.1(c) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i8.1(d), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) if this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.1(f); or , or pursuant to Section 8.1(b)(i) as a result of the failure of the condition set forth in paragraph (iiig) of Exhibit A to this Agreement is terminated Agreement, in each case in this clause (ii) where the breach or failure to perform or comply that permits such termination results from, or represents, a Willful Breach of Section 5.2(a), (b) or (c) of this Agreement. The Company Fee may be applied by the Company dollar for dollar to reduce any royalty obligations of Parent to the Company pursuant to Section 7.1(d)(iithe License Agreement (and shall not be payable to the extent that the Company Fee exceeds the amount of such royalties required to be paid over the term of the License Agreement); then, in except that if, pursuant to the terms of the License Agreement, Parent would not be required at any such eventtime after the date of termination of this Agreement to pay any royalties, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which Fee shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that payable in no event shall the Company be required to pay the Company Termination Fee cash on more than one occasion; provided, that the payment demand by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraudParent. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to amounts described in this Section 6.7 and the accounts designated exercise by Parent (i) on of its rights under the earliest License Agreement shall constitute the sole remedy of the execution Parent for a Willful Breach of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i5.2(a), (iib) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iiic) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as set forth in accordance with this Section 5.147.03, all fees and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parent. For purposes the party incurring such expenses, whether or not the Merger is consummated; provided, however, that Parent and the Company shall share equally all SEC filing fees and printing expenses incurred in connection with the printing and filing of clarity, the Parties acknowledge Joint Proxy Statement/Prospectus (including any preliminary materials related thereto) and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentRegistration Statement (including financial statements and exhibits) and any amendments or supplements thereto. (b) In Parent shall pay the Company a fee of $150 million (the "Fee"), plus the Company's actual, documented and reasonable out-of-pocket expenses relating to the transactions contemplated by this Agreement (including, but not limited to, fees and expenses of counsel and accountants and out-of-pocket expenses (but not fees) of financial advisers) ("Expenses"), but in no event that:shall such Expenses exceed $7,500,000, upon the first to occur of any of the following events; provided that no Fee or Expenses shall be payable pursuant to this Section 7.03(b) if this Agreement has been previously terminated and such previous termination did not entitle the Company to receive a Fee pursuant to this Section 7.03(b): (i) the Final 10-Day Reference Price is equal to or greater than $56 and either (1x) after the date shareholders of this AgreementParent shall not have approved each of the Reverse Stock Split, the Share Amendment, the issuance of Parent Common Stock in the Merger, the Parent Name Change and the New Parent Director Election on or before August 15, 1997 or (y) the shareholders of Parent shall have affirmatively disapproved any of such actions at any time on or before August 15, 1997; or (ii) the shareholders of Parent shall have approved an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of other than with the Company or its affiliates) on or before August 15, 1997; or (iii) if following the Company Board, (2) termination of this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i7.01(l), Parent shall accept and consummate an Acquisition Proposal at a price per share of Parent Common Stock in excess of $29, which Acquisition Proposal is publicly announced within 60 days of such termination; or (iv) or the termination of this Agreement by the Company pursuant to Section 7.1(b)(iii7.01(e); or (v) or the termination of this Agreement by Parent pursuant to Section 7.1(c)(i7.01(f); or (vi) the termination of this Agreement by the Company pursuant to Section 7.01(i). (c) The Company shall pay Parent a fee of $150 million (the "Fee"), plus Parent's actual, documented and reasonable out-of-pocket expenses relating to the transactions contemplated by this Agreement (3including, but not limited to, fees and expenses of counsel and accountants and out-of-pocket expenses (but not fees) within 12 months after of financial advisers) ("Expenses"), but in no event shall such Expenses exceed $7,500,000, upon the date first to occur of any of the following events; provided that no Fee or Expenses shall be payable pursuant to this Section 7.03(c) if this Agreement has been previously terminated and such terminationprevious termination did not entitle Parent to receive a Fee pursuant to this Section 7.03(c): (i) the shareholders of Parent shall have approved each of the Reverse Stock Split, the Company enters into an agreement in respect Share Amendment, the issuance of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” Parent Common Stock in the definition Merger, the Parent Name Change and the New Parent Director Election on or before August 15, 1997 and either (x) the shareholders of “Acquisition Proposal” the Company shall be deemed to be a reference to “50%”);not have approved and adopted this Agreement by August 15, 1997 or (y) the shareholders of the Company shall have affirmatively disapproved this Agreement at any time on or before August 15, 1997; or (ii) the termination of this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii7.01(j); or (iii) the termination of this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.01(k); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.or

Fees and Expenses. (a) Except with respect Subject to Designated Company Expenses which will be borne by Sections 9.1 and Section 10.13 and the Company in accordance with provisions of Section 5.148.3(b) below, all fees and expenses Expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parentthe Party incurring such expenses. For purposes As used in this Agreement, “Expenses” shall include all out-of-pocket expenses (including all fees and expenses of claritycounsel, accountants, investment bankers, financing sources, experts and consultants to a Party hereto and/ or any of its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any ancillary document related hereto and all other matters related to the consummation of this Agreement, including the Conversion. With respect to OAC, the Parties acknowledge term “Expenses” shall include all costs and agree that expenses incurred in connection with the Initial Extension, the Second Extension, the Third Extension and the Extension and any and all deferred expenses set forth on Schedule 7.3 (including underwriting commissions payable to Company Disclosure Schedules shall be borne by Parentthe underwriters and any legal fees) of the IPO upon consummation of a Business Combination, and other deferred expenses owed to its legal counsel, accountants and other advisors for its activities conducted in connection with seeking a Business Combination with other potential third parties prior to the date of this Agreement (collectively “OAC Deferred Expenses”). (b) In Notwithstanding the provisions of Section 8.3(a) above, and in addition to the requirements of Section 5.16 above, in the event and to the extent that: , prior to the Closing Date (i) OAC shall have less than $5,000,001 in net tangible assets (1) after excluding (solely for the date purposes of this Agreement, an Acquisition Proposal (whether or not conditionalSection 8.3(b)) (x) is made directly to the net tangible assets of the Company’s stockholders or is otherwise publicly disclosed ) and not withdrawn at least seven Business Days prior to (ii) the Company Stockholders Meeting shall consummate a Company Public Offering contemplated by subsection (ii) of Section 5.6(b) above, the Company agrees that (A) on the Closing Date it will utilize up to ten percent (10%) of the gross proceeds of such Company Public Offering (up to $20 million of such gross proceeds) to pay for all or a portion of the OAC Deferred Expenses as directed by OAC and (yB) is otherwise communicated if the gross proceeds of a Company Public Offering exceeds $20 million, the Company will utilize up to senior management $5.0 million of the gross proceeds of such Company Public Offering to pay for all or a portion of the OAC Deferred Expenses as directed by OAC. For the avoidance of doubt, the financial obligations of the Company or the Company Board, (2under this Section 5.6(b) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect shall be net of any Acquisition Proposal, net assets in cash or recommends or submits an Acquisition Proposal to its stockholders immediately marketable securities that are retained by OAC as at the Closing Date. The Company will duly and promptly reserve such gross proceeds amounts expressly for adoption, or a transaction in respect of such use upon any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case closing of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to Public Offering. The foregoing provision will be applicable even in the effectiveness of, a termination by event that the Company pursuant to Section 7.1(d)(ii)Public Offering is undertaken by a Target Company other than the Company. (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.”

Fees and Expenses. (a) Except as set forth in Section 8.10(b), in the event this Agreement is terminated, Shared Technologies and Fairchild shall bear their respective expenses incurred in con- nection with respect to Designated Company Expenses which will the Merger, including, without limitation, the preparation, execution and performance of this Agreement and the transactions contemplated hereby, and all fees and expenses of investment bankers, finders, brokers, agents, representa- tives, counsel and accountants, except that the fees and expenses of CS First Boston shall be shared equally by Shared Technologies and Fairchild. If the Merger occurs, then the Surviving Corporation shall be responsible, and reimburse Fairchild, for all of such expenses incurred by Shared Technol- ogies and Fairchild in connection with the Merger (but Xxxxxxxxx'x expenses shall only be borne by the Company Surviving Cor- poration to the extent set forth in accordance with Section 5.14Schedule 8.10). (b) If this Agreement is terminated pursuant to Sec- tion 10.1(d), (e) or (h), then Shared Technologies shall promptly, but in no event later than the next business day after the date of such termination, pay Fairchild, in immedi- ately available funds, the amount of any and all fees and expenses incurred by Fairchild (including, but not limited to, fees and expenses of Xxxxxxxxx'x counsel, investment banking fees and expenses and printing expenses) in connection with this Agreement, the Mergers Merger and the other transactions contemplated contem- plated hereby shall be paid by Parentand, in addition, if such termination is pursuant to Section 10.1(h), a fee of $5,000,000. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parent. (b) In the event that: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) If this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i10.1(f) or Section 7.1(b)(iii(i) or by Parent pursuant to Section 7.1(c)(i)10.1(c) solely due to the failure of Fairchild to sat- isfy the condition in Section 9.2(d) or to obtain tenders and consents from at least 51% of the outstanding principal amount of Xxxxxxxxx'x 12<% Senior Notes due 1999 as contemplated by Schedule 9.1, and (3) within 12 months then Fairchild shall promptly, but in no event later than the next business day after the date of such terminationtermi- nation, pay Shared Technologies, in immediately available funds, the Company enters into an agreement in respect amount of any Acquisition Proposaland all fees and expenses incurred by Shared Technologies (including, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need but not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect limited to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs fees and expenses (including reasonable attorneys’ of Shared Technologies' counsel, investment banking fees and expenses and printing expenses) in connection with this Agreement, the Merger and the other transactions contem- plated hereby and in addition, if such suit, together with interest on the amounts due termination is pursuant to this Section 7.3 from the date such payment was required to be made until the date 10.1(i), a fee of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made$5,000,000.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with this Section 5.149.3, all fees and expenses incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby Expenses shall be paid by Parent. For purposes of claritythe Party incurring such Expenses, whether or not the Mergers are consummated; provided that the Parties acknowledge and agree that will share equally any Form S-4 filing fees as may be required to consummate the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne transactions contemplated by Parentthis Agreement. (b) In the event that: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2A) this Agreement is terminated by the Company or Parent CCI pursuant to Section 7.1(b)(i9.1(d)(i) (CMOF Terminating Breach) or by CCI or CMOF pursuant to Section 9.1(b)(i) (Outside Date) (and at the time of such termination CMOF would not have been entitled to terminate this Agreement pursuant to Section 9.1(c)(iii) (CCI Failure to Close)) or Section 7.1(b)(iii9.1(b)(iii) or by Parent pursuant (Failure to Section 7.1(c)(iObtain Stockholder Approval), and (3B) within 12 months after the date hereof and prior to the breach or failure to perform giving rise to such right of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an a bona fide Acquisition Proposal to its stockholders (with, for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for all purposes of this clause (3Section 9.3(b)(i), each reference to “20%” all percentages included in the definition of “Acquisition Proposal” shall be deemed increased to be a reference to “50%”) has been publicly announced, disclosed or otherwise communicated to the CMOF Board (or any committee thereof) or any Person shall have publicly announced an intention (whether or not conditional) to make such an Acquisition Proposal (and, in the case of a termination pursuant to Section 9.1(b)(iii) (Failure to Obtain Stockholder Approval), such Acquisition Proposal or publicly proposed or announced intention shall have been made prior to the CMOF Stockholders Meeting (or any adjournment or postponement thereof)), and (C) within 12 months following such termination, CMOF enters into a definitive written agreement providing for the implementation of any Acquisition Proposal or any Acquisition Proposal is consummated; (ii) this Agreement is terminated by Parent CMOF pursuant to Section 7.1(c)(ii9.1(c)(ii) (Superior Proposal); or (iii) this Agreement is terminated by the Company CCI pursuant to Section 7.1(d)(ii9.1(d)(ii) (Adverse Recommendation Change/Other Company Actions); thenthen CMOF shall pay, in any such eventas directed by CCI, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment. Payment of the Company Termination Fee Payment pursuant to Section 9.3(b) shall be made by wire transfer of same day funds to the account or accounts designated by Parent CCI as follows: (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of Section 9.3(b)(i), within the earlier of (A) three Business Days after the entry into a Company Termination Fee payable definitive agreement in respect of the Acquisition Proposal referred to in clause (B) of Section 9.3(b)(i), and (B) concurrently with the consummation of such Acquisition Proposal; (ii) in the case of Section 9.3(b)(ii), prior to or concurrently with termination of this Agreement pursuant to Section 7.3(b)(i9.1(c)(ii) (Superior Proposal); and (iii) in the case of Section 9.3(b)(iii), (ii) within three Business Days after termination of a termination by Parent this Agreement pursuant to Section 7.1(c)(ii9.1(d)(ii) (Adverse Recommendation Change/Other Company Actions). (c) For the avoidance of doubt, any payment made by CMOF under Section 9.3(b) shall be payable only once with respect to Section 9.3(b), and not in duplication, even though such payment may be payable under one or (iii) simultaneously with, and as a condition to more provisions hereof. In the effectiveness of, a termination by event that CCI shall receive full payment of the Company Termination Payment pursuant to Section 7.1(d)(ii9.3(b), the receipt of the Termination Payment (and the costs and expenses contemplated by Section 9.3(d)) shall be deemed to be liquidated damages and shall be the CCI Parties’ sole and exclusive remedy for any and all losses or damages suffered or incurred by the CCI Parties or any of their respective Affiliates or Representatives in connection with this Agreement (and the termination hereof), the transactions contemplated by this Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and CMOF and its Affiliates and Representatives shall have no further liability, whether pursuant to a claim at Law or in equity, to the CCI Parties or any of their respective Affiliates or Representatives in connection with this Agreement (and the termination hereof), the transactions contemplated by this Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and none of the CCI Parties or any of their respective Affiliates or Representatives shall be entitled to bring or maintain any Action against CMOF or any of its Affiliates or Representatives for damages or any equitable relief arising out of or in connection with this Agreement (and the termination hereof), the transactions contemplated by this Agreement (and the abandonment thereof) or any matters forming the basis for such termination. (d) The Company Each of the Parties acknowledges that the agreements contained in this Section 7.3 9.3 are an integral part of the transactions contemplated by this Agreement, and that, that without these agreements, the Parent other Parties would not enter into this Agreement. Accordingly, if In the Company fails promptly event that the CMOF Parties shall fail to pay any amounts due pursuant to the Termination Payment when due, the CMOF Parties shall (i) reimburse CCI for all reasonable costs and expenses actually incurred or accrued by CCI (including reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.39.3, andand (ii) if, in order to obtain such paymentany payment due to CCI pursuant to Section 9.3(b), Parent CCI commences a suit an Action that results in a judgment against the Company a CMOF Party for the amounts payments set forth in this Section 7.39.3, the Company CMOF Parties shall pay to Parent CCI its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suitAction, together with interest on the amounts due pursuant such amount at a rate per annum equal to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The the Wall Street Journal in effect on the date such payment was required to be mademade through the date of payment (collectively, the “Recovery Costs”). (e) If the CMOF Parties become obligated to pay the Termination Payment plus the Recovery Costs, if any, under this Section 9.3, then, if requested by CCI, the CMOF Parties shall deposit into escrow an amount in cash equal to the Termination Payment plus the Recovery Costs, if any, with an escrow agent selected by CCI, after reasonable consultation with the CMOF Parties, and pursuant to a written escrow agreement (the “Escrow Agreement”) reflecting the terms set forth in this Section 9.3(e) and otherwise reasonably acceptable to CMOF and the escrow agent. The payment or deposit into escrow of the Termination Payment plus the Recovery Costs, if any, shall be made by the CMOF Parties in accordance with the timing set forth in Section 9.3(b) or, at CCI’s reasonable request, promptly after receipt of notice from CMOF that the Escrow Agreement has been executed by the parties thereto. The Escrow Agreement shall provide that the Termination Payment and the Recovery Costs, if any, in escrow or the applicable portion thereof shall be released to CCI on an annual basis based upon the delivery by CCI to the escrow agent of any one (or a combination) of the following: (i) a letter from CCI’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to CCI without causing CCI to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code for the applicable taxable year of CCI determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(I) or 856(c)(3)(A)-(I) of the Code (such income, “Qualifying REIT Income”), in which case the escrow agent shall release to CCI such maximum amount stated in the accountant’s letter; (ii) a letter from CCI’s counsel indicating that CCI received a private letter ruling from the IRS holding that the receipt by CCI of the Termination Payment would either constitute Qualifying REIT Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in which case the escrow agent shall release to CCI the remainder of the Termination Payment; or (iii) a letter from CCI’s counsel indicating that CCI has received a tax opinion from CCI’s outside counsel or accountant, respectively, to the effect that the receipt by CCI of the Termination Payment should either constitute Qualifying REIT Income or should be excluded from gross income within the meaning of Section 856(c)(2) and (3) of the Code, in which case the escrow agent shall release to CCI the remainder of the Termination Payment. The CMOF Parties agree to cooperate in good faith to amend this Section 9.3(e) at the reasonable request of CCI in order to (A) maximize the portion of the Termination Payment that may be distributed to CCI hereunder without causing CCI to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (B) improve CCI’s chances of securing the favorable private letter ruling from the IRS described in this Section 9.3(e), or (C) assist CCI in obtaining the favorable tax opinion from its outside counsel or accountant described in this Section 9.3(e). The Escrow Agreement shall provide that CCI shall bear all costs and expenses under the Escrow Agreement and that the funds will be deposited into a non-interest bearing account. The CMOF Parties shall not be a party to the Escrow Agreement and shall not bear any liability, cost or expense resulting directly or indirectly from the Escrow Agreement.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by as provided in this Section 8.03, whether or not the Company in accordance with Section 5.14Merger is consummated, all fees costs and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parent. (b) In the event that: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, including the fees and thatdisbursements of counsel, without these agreementsfinancial advisors and accountants, shall be paid by the party incurring such costs and expenses. (b) Provided that neither Parent nor Purchaser shall be in breach of any of their material obligations under this Agreement, the Company shall pay, or cause to be paid, in same day funds to Parent Parties would not enter into (x) the Expenses and (y) the Termination Fee under the circumstances and at the times set forth as follows: (i) if Parent or Purchaser terminates this Agreement under Section 8.01(d) and, if such termination is because of the withdrawal, modification or change in the Board's recommendation of the Offer, the Merger or this Agreement. Accordingly, and if prior to the Company fails promptly time of such withdrawal, modification or change, a Takeover Proposal shall have been made (other than a Takeover Proposal made prior to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3date hereof), the Company shall pay to Parent its costs the Expenses and expenses the Termination Fee upon demand; (including reasonable attorneys’ fees and expensesii) in connection if the Company terminates this Agreement under Section 8.01(e), the Company shall pay the Termination Fee concurrently with such suittermination and the Expenses upon demand; (iii) if Parent or Purchaser terminates this Agreement under Section 8.01(c) and at the time of any such termination, together with interest on the amounts due pursuant a Takeover Proposal shall have been made (other than a Takeover Proposal made prior to this Section 7.3 from the date hereof), (x) the Company shall pay the Expenses upon demand, and (y) if concurrently therewith or within nine months thereafter (A) the Company enters into a merger agreement, acquisition agreement or similar agreement with respect to a Takeover Proposal, or a Takeover Proposal is consummated, involving any party (1) with whom the Company had any discussions with respect to a Takeover Proposal, (2) to whom the Company furnished information with respect to or with a view to a Takeover Proposal or (3) who had submitted a proposal or expressed any interest publicly in a Takeover Proposal, in the case of each of clauses (1), (2) and (3), after April 28, 1999 and prior to such payment was required termination, or (B) the Company enters into a merger agreement, acquisition agreement or similar agreement with respect to be made until a Superior Proposal, or a Superior Proposal is consummated, then, in the date case of payment at either (A) or (B) above, the prime lending rate as published in The Wall Street Journal in effect on Company shall pay the date Termination Fee upon the earlier of the execution of such payment was required to be madeagreement or upon consummation of such Takeover Proposal or Superior Proposal.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as set forth in accordance with this Section 5.148.3, all fees and expenses Expenses (as defined below) incurred in connection with this Agreement and the Merger shall be paid by the party incurring such expenses, whether or not the Merger or any other transaction is consummated; provided, that to the extent that the Company’s Expenses are not paid on or prior to the Closing Date, the payment of such Expenses shall be assumed by, and the responsibility of, the Surviving Corporation. “Expenses,” as used in this Agreement, shall include all reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses of counsel, accountants, auditors, investment bankers, experts and consultants to a party hereto and its affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the Mergers preparation, printing, filing and mailing of the Proxy Statement, the solicitation of proxies, the filing of any required notices under the HSR Act or other similar regulations and all other matters related to consummation of the Merger and the other transactions contemplated hereby shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parentthis Agreement. (b) In the event that: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) If this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(e); then, in any such eventor by Parent or Merger Sub pursuant to Section 8.1(f), then the Company shall pay to Parent promptly (but in any event no later than one business day after the first of such events shall have occurred) a fee of $9,500,000 7,500,000 (the “Company Termination Fee”), which amount shall be payable in immediately available funds. Subject to Section 8.3(f), the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (cSection 8.3(b) Payment shall be Parent and Merger Sub’s exclusive remedy in the event of the Company Termination Fee shall be made by wire transfer termination of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination this Agreement by the Company pursuant to Section 7.1(d)(ii8.1(e) or by Parent or Merger Sub pursuant to Section 8.1(f). (c) If this Agreement is terminated by Parent pursuant to Section 8.1(c), then the Company shall reimburse Parent for all of its Expenses (but not in excess of $1,000,000 in the aggregate, such payment to be made not later than thirty days after submission of statements therefor); provided that, with respect to an event specified in clause (i) of Section 8.1(c), such failure shall be due to any of the representations and warranties of the Company not being true and correct such that the condition in Section 7.2(a) shall have failed as of the date hereof. Subject to Section 8.3(f), the remedy set forth in this Section 8.3(c) shall be Parent and Merger Sub’s exclusive remedy in the event of the termination of this Agreement pursuant to Section 8.1(c). (d) The If this Agreement is terminated by the Company acknowledges that the agreements contained in this pursuant to Section 7.3 are an integral part of the transactions contemplated by this Agreement8.1(d), and that, without these agreements, then the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against shall reimburse the Company for all of its Expenses (but not in excess of $1,000,000 in the amounts aggregate, such payment to be made not later than thirty days after submission of statements therefor). Subject to Section 8.3(f), the remedy set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.Section

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with Section 5.14this Agreement, all fees costs and expenses incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby Agreement shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parentparty incurring such cost or expense. (b) In the event that: (i) this Agreement is terminated pursuant to Section 8.01(g); (1ii) after this Agreement is terminated pursuant to Section 8.01(h); or (iii) this Agreement is terminated pursuant to Section 8.01(b) (provided that the Stockholder Approval shall not have been obtained), Section 8.01(d) or Section 8.01(e) and (A) prior to the date of this Agreement, termination (in the case termination pursuant to Section 8.01(b) or Section 8.01(e)) or the date of the Stockholder Meeting (in the case of termination pursuant to Section 8.01(d)) an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company or made to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), made known and (3B) within 12 twelve months after the date of such termination, the Company either (1) enters into an a definitive agreement in respect of any Acquisition Proposal, Proposal (whether or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any not such Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed described in clause (A) above) or communicated prior to termination hereof (provided, 2) consummates any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above); provided that for purposes of this clause subsection (3iii), each reference to “20%” in the definition of “Acquisition Proposal” Transaction shall be deemed to be a reference references to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, then the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay or its designee) the Company Termination Fee on more than one occasion; providedby wire transfer of same-day funds (x) in the case of Section 9.04(b)(i), that within two Business Days after such termination, (y) in the case of Section 9.04(b)(ii), substantially concurrently with the termination of this Agreement pursuant to Section 8.01(h) and (z) in the case of Section 9.04(b)(iii), substantially concurrently with the earlier of the execution of a definitive agreement with respect to an Acquisition Proposal or the consummation of such Acquisition Proposal, as applicable. For the avoidance of doubt, any payment made by the Company under this Section 9.04(b) shall be payable only once with respect to this Section 9.04(b) and not in duplication, even though such payment may be payable under one or more provisions hereof. In the event that Parent be entitled to receive full payment of the Company Termination Fee pursuant to this Section 7.3 shall not relieve 9.04(b), the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment receipt of the Company Termination Fee shall be made deemed to be liquidated damages for any and all losses or damages suffered or incurred by wire transfer Parent, Merger Sub or any of same day funds to their respective Affiliates or any other Person in connection with this Agreement (and the accounts designated termination hereof), the transactions contemplated by Parent this Agreement (iand the abandonment thereof) on or any matter forming the earliest basis for such termination, and, except for payment of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable and any Parent Recovery Costs under this Section 9.04(b), the Company and its Affiliates and any of their respective former, current or future direct or indirect equity holders, general or limited partners, controlling Persons, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees (collectively, the “Company Related Parties”) shall have no further liability, whether pursuant to Section 7.3(b)(ia claim at law or in equity, to Parent, Merger Sub or any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated by this Agreement (iiand the abandonment thereof) within three Business Days or any matter forming the basis for such termination, and none of a termination by Parent pursuant Parent, Merger Sub or any of their respective Affiliates or any other Person shall be entitled to Section 7.1(c)(iibring or maintain any Proceeding against the Company or any of its Subsidiaries or Affiliates for damages or any equitable relief arising out of or in connection with this Agreement (other than equitable relief to require payment of the Company Termination Fee), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part any of the transactions contemplated by this Agreement or any matters forming the basis for such termination; provided that the foregoing shall not apply to any losses or damages suffered or incurred by Parent or any of its Affiliates arising from a breach by the Company of the Confidentiality Agreement or the Clean Team Agreement; provided, and thatfurther, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, that if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, the Company Termination Fee when payable hereunder and Parent and/or Merger Sub commences a suit that which results in a final, non-appealable judgment against the Company for the amounts set forth in this Section 7.3Company Termination Fee or any portion thereof, then the Company shall pay to Parent its and Merger Sub their reasonable out-of-pocket costs and expenses (including reasonable attorneys’ attorney’s fees and expensesdisbursements) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment Company Termination Fee at the “prime lending rate rate” as published in The Wall Street Journal Journal, Eastern Edition, in effect on the date such payment was required to be mademade through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) (the “Parent Recovery Costs”).

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as set forth in accordance with this Section 5.148.3, all fees and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated; provided however, that the Company and the Parent shall share equally (i) the filing fee of the Parent. For purposes ’s pre-merger notification report under the HSR Act and (ii) all fees and expenses, other than accountants’ and attorneys’ fees, incurred with respect to the printing, filing and mailing of claritythe Joint Proxy Statement/Prospectus (including any related preliminary materials), the Parties acknowledge Parent UK Documents and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentRegistration Statement and any amendments or supplements thereto. (b) In The Company shall pay the Parent a termination fee of US $7,000,000 in the event thatof the termination of this Agreement: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i8.1(b) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i8.1(d), and (3) within 12 months after in each case, if, at the date time of such termination, the Company enters into an agreement is in respect willful breach of any Acquisition Proposal, of its obligations under Article V or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes Article VI of this clause (3), each reference Agreement and such breach has been the principal cause of the inability to “20%” consummate the Merger or the failure to obtain the requisite vote of the stockholders of the Company in favor of the definition of “Acquisition Company Voting Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by the Parent pursuant to Section 7.1(c)(ii8.1(f); or (iii) this Agreement is terminated by the Parent or the Company pursuant to Section 7.1(d)(ii)8.1(d) if (A) at or prior to the time of such failure, there shall have been publicly announced a Company Acquisition Proposal which shall not have been absolutely and unconditionally withdrawn and abandoned and (B) on or before the date 12 months following the date of such termination of this Agreement, the Company enters into an Alternative Acquisition Agreement or consummates an Alternative Acquisition Proposal; thenprovided, in any such eventhowever, that if, at the time of termination, there is pending a Company Acquisition Proposal that does not involve a liquidation or dissolution of the Company, the Company shall pay be permitted to be undertake a complete liquidation or dissolution in lieu of such Company Acquisition Proposal and, under such circumstances, the Company shall not be obligated to make any payment of a termination fee to the Parent under this Section 8.3(b); provided, however, that if a fee Company Acquisition Proposal and any liquidation or dissolution are a part of $9,500,000 (a series of related transactions, the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required obligated to pay the Company Termination Fee on more than one occasion; provided, that termination fee provided for hereunder to the payment by Parent. For the Company purposes of the Company Termination Fee pursuant to this Section 7.3 shall not relieve 8.3(b) only, all references in the definition of “Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee Acquisition Proposal” to “15%” shall be made deemed to be references to “30%.” Any fee due under this Section 8.3(b) shall be paid by wire transfer of same same-day funds within one business day after (I) the date of termination of this Agreement, in the case of a payment pursuant to the accounts designated by Parent clause (i) on or (ii) above, or (II) the earliest earlier of the execution of a definitive agreement with respect to, submission to the stockholders of, an Alternative Acquisition Agreement or consummation of, any transaction contemplated by of an Alternative Acquisition Proposal in the case of a Company Termination Fee payable payment pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or clause (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii)above. (dc) The Company acknowledges that the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if If the Company fails to promptly to pay any amounts expense reimbursement or fee due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3hereunder, the Company shall pay to Parent its the costs and expenses (including reasonable attorneys’ legal fees and expenses) in connection with such suitany action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amounts due pursuant to this Section 7.3 amount of any unpaid fee at the publicly announced prime rate of Fleet Bank, N.A. plus five percent per annum, compounded quarterly, from the date such payment expense reimbursement or fee was required to be made until paid. Payment of the date fees and expenses described in this Section 8.3 shall not be in lieu of payment at damages incurred in the prime lending rate as published event of a breach of this Agreement described in The Wall Street Journal in effect on the date such payment was required to be madeclause (i) of Section 8.2.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with this Section 5.1410.3, all fees and expenses incurred in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby Contemplated Transactions shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree Merger is consummated, except that the expenses set forth on Schedule 7.3 incurred in connection with the filing, printing and mailing of the Proxy Statement, and all filing and other fees paid to Company Disclosure Schedules the SEC, in each case in connection with the Merger (other than attorneys’ fees, accountants’ fees and related expenses), shall be borne shared equally by ParentAcquiror and the Company. (b) In If this Agreement is terminated by Acquiror pursuant to Section 10.1(g) or Section 10.1(i), or by the event that:Company pursuant to Section 10.1(h), then the Company shall pay to Acquiror, within two (2) Business Days after such termination, the amount of $1,662,858 (the “Termination Fee”) by wire transfer of immediately available funds to such account as Acquiror shall designate. (ic) (1) If, after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed Agreement and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management of the Company or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to the Company Board, and (2i) thereafter this Agreement is terminated by the Company or Parent Acquiror pursuant to Section 7.1(b)(i10.1(b) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), as a result of a material breach; and (3ii) within 12 six (6) months after such termination the date of Company shall enter into a definitive written agreement with any Person (other than Acquiror and its Affiliates) with respect to such terminationAcquisition Proposal, the Company enters into an agreement in respect shall pay to Acquiror, within ten (10) Business Days after the execution of any Acquisition Proposalsuch definitive agreement, or recommends or submits an Acquisition Proposal the Termination Fee by wire transfer of immediately available funds to its stockholders for adoptionsuch account as Acquiror shall designate; provided, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (providedhowever, that for purposes of this clause (3paragraph, Acquisition Proposal has the meaning ascribed thereto in Section 12.1(m), each reference except that references in that Section to “2015%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to replaced by “50%.”); (iid) Notwithstanding anything to the contrary in this Agreement Agreement, in the circumstances in which the Termination Fee is terminated by Parent or becomes payable pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”10.3(b), which shall be the Acquiror’s sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against the Company or any of its Affiliates with respect to the facts and circumstances giving rise to such payment obligation shall be payment of the Parent Parties Termination Fee pursuant to Section 10.3(b), and except as provided in Section 10.2 in the case of fraud or willful breach of this Agreement, upon payment in full of such amount, none of Acquiror or any of its Affiliates nor any other Person shall have any rights or claims against the CompanyCompany or any of its Affiliates (whether at law, it being understood that in no event equity, in contract, in tort or otherwise) under or relating to this Agreement or the transactions contemplated hereby. The Company shall the Company not be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as set forth in accordance with this Section 5.148.03, all fees and expenses 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 Mergers or any other transaction is consummated, except that (i) Trulia and Zillow shall each pay one-half of all Expenses relating to (A) printing and mailing the Joint Proxy Statement and (B) the filing fee for the Notification and Report Forms filed under the HSR Act and (ii) Zillow shall pay all Expenses relating to the filing fee incurred in connection with the Registration Statement. “Expenses”, as used in this Agreement, shall include all reasonable out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the preparation, printing, filing and mailing of the Registration Statement and the Joint Proxy Statement, the solicitation of stockholder approvals, the filing of any required notices under the HSR Act or other similar regulations and all other matters related to the closing of the Mergers and the other transactions contemplated hereby shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parentthis Agreement. (b) In the event Trulia agrees that: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) if Zillow terminates this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i8.01(d); or (ii) if (A) Zillow or Section 7.1(b)(iii) or by Parent Trulia terminates this Agreement pursuant to Section 7.1(c)(i8.01(f), (B) prior to Trulia Stockholders’ Meeting a Competing Transaction Proposal shall have become known to the public or been publicly announced with respect to Trulia and not publicly withdrawn, and (3C) within 12 months after the date of such termination, the Company Trulia enters into an a definitive agreement in respect of any providing for a Third Party Acquisition Proposal, that is subsequently consummated (either during such 12-month period or recommends thereafter) or submits an Acquisition Proposal to its stockholders for adoption, or consummates a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii)Third Party Acquisition; or (iii) if (A) Zillow or Trulia terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.01(b), (B) prior to the time of such termination a Competing Transaction Proposal shall have become known to the public or been publicly announced with respect to Trulia and not publicly withdrawn, and (C) within 12 months after the date of such termination, Trulia enters into a definitive agreement providing for a Third Party Acquisition that is subsequently consummated (either during such 12-month period or thereafter) or consummates a Third Party Acquisition (the payment of the Termination Fee by Trulia under this Section 8.03(b)(iii) shall not obviate the need for Zillow to pay the Regulatory Fee under Section 8.03(c)(iii) if the conditions for payment thereof have been satisfied); then, in any such event, or (iv) if Trulia terminates the Company Agreement pursuant to Section 8.01(j); then Trulia shall pay to Parent Zillow promptly (but in any event no later than one business day after the first of such events shall have occurred or, in the case of Section 8.03(b)(iv), concurrently with, and as a condition precedent to, the termination of this Agreement pursuant to Section 8.01(j)) a fee of $9,500,000 69.8 million (the “Company Termination Fee”), which amount shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that payable in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraudimmediately available funds. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent Zillow agrees that: (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable if Trulia terminates this Agreement pursuant to Section 7.3(b)(i8.01(e), then Zillow shall pay to Trulia promptly (but in any event no later than one business day after such termination) the Termination Fee, which amount shall be payable in immediately available funds; (ii) within three Business Days of a termination by Parent if Trulia terminates this Agreement pursuant to Section 7.1(c)(ii8.01(g), then Zillow shall pay to Trulia promptly (but in any event no later than one business day after such termination) a fee of $150 million (the “Shareholder Fee”), which amount shall be payable in immediately available funds; or (iii) in the event that this Agreement is terminated by, (A) either Zillow or Trulia pursuant to Section 8.01(c) in connection with any injunction, order, decree or ruling related to the HSR Act, any other applicable Competition Laws or related consents or approvals, (B) either Zillow or Trulia pursuant to Section 8.01(b) and at the time of such termination, any of the conditions set forth in Section 7.01(c), Section 7.01(d) or Section 7.02(e) shall not have been satisfied, or (iiiC) simultaneously with, and as a condition to the effectiveness of, a termination by the Company Trulia pursuant to Section 7.1(d)(ii8.01(i) due to a material breach by Zillow of its obligations under Section 6.10, then Zillow shall pay to Trulia promptly (but in any event no later than one business day after such termination) a fee of $150 million (the “Regulatory Fee”), which amount shall be payable in immediately available funds (the payment of the Regulatory Fee by Zillow under this Section 8.03(c)(iii) shall not obviate the need for Trulia to pay the Termination Fee under Section 8.03(b)(iii) if the conditions for payment thereof have been satisfied). (d) The Company Each of Zillow and Trulia acknowledges that the agreements contained in this Section 7.3 8.03 are an integral part of the transactions contemplated by this Agreement. In the event that Zillow or Trulia, and thatas the case may be, without these agreementsshall fail to pay the Termination Fee, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3Shareholder Fee, the Company Regulatory Fee or any Expenses when due, the term “Expenses” shall pay be deemed to Parent its include the costs and expenses actually incurred or accrued by the other party (including reasonable attorneys’ fees and expensesexpenses of counsel) in connection with such suitthe collection under and enforcement of this Section 8.03, together with interest on such unpaid Termination Fee, the amounts due pursuant to this Section 7.3 from Shareholder Fee, the Regulatory Fee and Expenses, commencing on the date that the Termination Fee, the Shareholder Fee, the Regulatory Fee or such payment was required Expenses became due, at a rate equal to be made until the date of payment at the prime lending rate Prime Rate (as published in the “Money Rates” section of The Wall Street Journal Journal) plus 1.00%. Each of Zillow and Trulia agrees that the payments provided for in effect on this Section 8.03 shall be the date sole and exclusive remedies of the parties upon a termination of this Agreement and such payment was required remedies shall be limited to be madethe sums stipulated in this Section 8.03 regardless of the circumstances giving rise to such termination; provided, however, that nothing in this Section 8.03(d) shall relieve any party from liability for any willful or intentional breach of this Agreement.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company in accordance with Section 5.14as otherwise specifically provided herein, each Party hereto is responsible for all fees costs and expenses incurred by it in connection with this Agreement, whether or not the Mergers transactions contemplated hereby are consummated, except that each of the Company and Purchaser shall pay half of the filing fees for the Notification and Report Form pursuant to the HSR Act. In the event that this Agreement is terminated (a) by any Party pursuant to Section 7.01(b)(iii); (b) by Purchaser, pursuant to Section 7.01(c); or (c) by Purchaser, pursuant to Section 7.01(e), then the Company shall promptly reimburse Purchaser for all out-of-pocket expenses reasonably incurred by Freeport and Purchaser or on either of their behalf in connection with their due diligence of the Company, the negotiation, preparation, execution, delivery and performance of this Agreement and the other transactions contemplated hereby shall documents to be paid by Parent. For purposes delivered in connection with this Agreement, and the undertaking, structuring and consummation of claritythe Transactions (including, without limitation, in connection with obtaining the Parties acknowledge consents, approvals, authorizations of or delivering any notices or filings in connection therewith to, Governmental Authorities necessary in connection with the execution, delivery and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parent. (b) In the event that: (i) (1) after the date performance of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly the other documents to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company be delivered in connection with this Agreement, or the Company Board, (2) this Agreement is terminated by the Company transactions contemplated hereby or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(ithereby), including, without limitation, fees and (3) within 12 months after expenses of legal, accounting and financial advisors. In the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal event that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.01(d); then, in any such event, then Purchaser shall promptly reimburse the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment for all out-of-pocket expenses reasonably incurred by the Company or on its behalf in connection with its due diligence, the negotiation, preparation, execution, delivery and performance of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of and the Company Termination Fee shall other documents to be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement delivered in connection with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and thatthe undertaking, structuring and consummation of the Transactions (including, without these agreementslimitation, in connection with obtaining the consents, approvals, authorizations of or delivering any notices or filings in connection therewith to, Governmental Authorities necessary in connection with the execution, delivery and performance of this Agreement, the Parent Parties would not enter into other documents to be delivered in connection with this Agreement, or the transactions contemplated hereby or thereby), including, without limitation, fees and expenses of legal, accounting and financial advisors. Accordingly, if Notwithstanding anything to the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth contrary in this Section 7.37.03, no Party shall be obligated to pay in the Company shall pay to Parent its costs aggregate fees and expenses (including reasonable attorneys’ fees and expenses) incurred by or on behalf of another Party in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date excess of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made$5,000,000.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as expressly set forth in accordance with this Section 5.145.06, all fees and expenses incurred in connection with this Agreement, the Mergers Stockholders Agreements and the other transactions contemplated hereby by this Agreement, including transactions contemplated by the Stockholders Agreements, shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentMerger is consummated. (b) In the event that: that (i) (1) after the date of this Agreement, a Takeover Proposal has been made (whether or not conditional and whether or not withdrawn) to the Company or to its stockholders generally or any person has announced an Acquisition intention (whether or not conditional and whether or not withdrawn) to make a Takeover Proposal or a Takeover Proposal (whether or not conditionalconditional and whether or not withdrawn) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior becomes known to the Company Stockholders Meeting or (y) is otherwise communicated generally known to senior management the stockholders of the Company or the Company Board, and thereafter (2A) this Agreement is terminated by either Parent or the Company pursuant to Section 7.01(b)(i) or Section 7.01(b)(iii) and (B) prior to the date that is 12 months after such termination, (x) the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date any of such termination, the Company its Subsidiaries enters into an agreement in respect of any Acquisition Proposal, Agreement with respect to any Takeover Proposal or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of (y) any Acquisition Takeover Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof consummated (provided, that solely for purposes of this clause (3Section 5.06(b)(i)(B), each reference to the term “20%Takeover Proposal” shall have the meaning set forth in the definition of “Acquisition Proposal” Takeover Proposal contained in Section 4.02(a) except that all references to 10% shall be deemed references to be a reference to “5030%”); ) or (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii7.01(c); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, then the Company shall pay to Parent a fee of equal to $9,500,000 26,000,000 (the “Company Termination Fee”) by wire transfer of same-day funds (A) in the case of a termination by Parent pursuant to Section 7.01(c), which shall be within two business days after such termination and (B) in the sole and exclusive remedy case of a payment as a result of any event referred to in Section 5.06(b)(i)(B), no later than the first to occur of the Parent Parties against the Companyevents referred to in clauses (x) and (y) above, it being understood in each case to an account designated by Parent; provided, however that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by as set forth in this Section 8.3, (i) if the Company in accordance with Section 5.14Merger is not consummated, all fees and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such expenses, or (ii) if the Parties acknowledge Merger is consummated, then the Surviving Corporation shall pay all such fees and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parentexpenses. (b) In The Company shall pay Buyer a fee of $9,278,000 in cash (the event that“Fee”) in addition to any Buyer Expenses (as defined in Section 8.3(c) hereof) that are payable or have been paid to Buyer pursuant to Section 8.3(c) hereof, upon the earliest to occur of the following events: (i) the termination by Buyer or the Company pursuant to Section 8.1(d) if (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly an Alternative Transaction has been publicly proposed to the Company’s Company or its stockholders at or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Stockholder Meeting (an “Alternative Proposal”), or (y) is otherwise communicated any Third Party shall have publicly announced an intention to senior management make an Alternative Proposal with respect to the Company at or prior to the Stockholder Meeting, and (2) either: (A) such proposed Alternative Transaction has not been absolutely and unconditionally withdrawn or abandoned by such Third Party (unless the board of directors of the Company publicly announces that it unconditionally rejects such Alternative Proposal) prior to the Stockholder Meeting, or (B) notwithstanding the withdrawal of such Alternative Transaction or the rejection of the Alternative Proposal) by the board of directors of the Company Boardas provided in the foregoing clause (A), (2) this Agreement is terminated by the Company and an agreement for such Alternative Transaction is entered into or Parent pursuant to Section 7.1(b)(isuch Alternative Transaction is consummated within six (6) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that that, for purposes of this clause (3Section 8.3(b)(i), each reference all references to “20%” 25% in the definition of “Acquisition ProposalAlternative Transaction” shall be deemed to be a reference to “50%”);; or (ii) The termination of this Agreement is terminated by Parent Buyer pursuant to Section 7.1(c)(ii8.1(e); or (iii) The termination of this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(f); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of Upon the Company Termination Fee shall be made termination by wire transfer of same day funds Buyer or the Company, as applicable, pursuant to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i8.1(e), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii8.1(f), or (iii) simultaneously withSection 8.1(g), the Company shall pay Buyer (in addition to the Fee, if payable) an amount equal to reasonable actual out-of-pocket costs and expenses (not in excess of an aggregate of $1,500,000) that Buyer has incurred and is expected to incur after such termination in connection with the transactions contemplated by this Agreement (the “Buyer Expenses”), and as a condition which amount shall represent the entire amount that Buyer is entitled to the effectiveness ofreceive with respect to such expenses, a termination by the Company pursuant to Section 7.1(d)(ii)including, but not limited to, fees and expenses of Buyer’s counsel, accountants and financial advisors. (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, Sections 8.3(b) and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.8.3

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company in accordance with Section 5.14, all fees and expenses incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parent. (b) In the event that: (i) this Agreement shall be terminated by Parent and Skyline pursuant to Section 8.01(g) or by JCB pursuant to Section 8.01(h), then JCB shall pay Parent promptly (1but in no event later than two (2) business days after the date of termination of this Agreement) a fee of $1,000,000 (the “Fee”), which amount shall be payable in immediately available funds; or (ii) this Agreement shall be terminated (A) by Parent and Skyline pursuant to Sections 8.01(b) or 8.01(d) or (B) by Parent and Skyline or JCB pursuant to Section 8.01(f)(ii), and, in either case, an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the shareholders or senior management of JCB or the JCB Board (or any Person shall have publicly announced, communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal) at any time after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed Agreement and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting termination of this Agreement (in the case of clause (A)) or (y) is otherwise communicated to senior management the taking of the Company or vote of the Company Board, shareholders of JCB at the JCB Meeting (2) this Agreement is terminated by in the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(icase of clause (B)), and prior to that date that is twelve (312) within 12 months after the date of such termination, the Company JCB or any of its Subsidiaries enters into an agreement in respect of any Acquisition Proposal, Agreement or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need consummated (regardless of whether or not be the same Acquisition Proposal as that was madereferred to above or whether such Acquisition Proposal is consummated before or after termination of this Agreement), disclosed then JCB shall pay Parent the Fee on the earlier of such date of execution or communicated prior to termination hereof (providedconsummation, that for which amount shall be payable in immediately available funds. For the purposes of this clause (3)Section 8.03, each reference “Acquisition Agreement” shall mean any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or other similar agreement constituting or related to, or which is intended to or would be reasonably likely to lead to, any Acquisition Proposal. For purposes of this Section 8.03, the term “20%Acquisition Proposal” shall have the meaning set forth in the definition of “Acquisition Proposal” in Section 1.01 except that the references to “24.99%” shall be deemed to be a reference references to “5051%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in .” In no event shall the Company JCB be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by Whether or not the Company in accordance with Section 5.14Merger is consummated, all fees costs and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such costs or expenses, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parentexcept as otherwise provided in this Section 9.1. (b) If this Agreement is terminated by Inergy pursuant to Section 8.1(c) or by Holdings pursuant to Section 8.1(d), then Holdings shall pay to the Escrow Agent for the benefit of Inergy the Holdings Termination Fee. If this Agreement is terminated by Inergy pursuant to Section 8.1(b)(iv) or Section 8.1(b)(v) or by Holdings or Inergy pursuant to Section 8.1(b)(iii), then Holdings shall pay to Inergy the Expenses of Inergy. (c) In the event that: that (i) (1) after the date of this Agreement, an Acquisition Proposal with respect to Holdings has been proposed by any Person (meaning, for the purpose of this Section 9.1(c), a Person other than Inergy, Inergy GP and MergerCo) or any Person has publicly announced its intention (whether or not conditional) (x) is made directly to make such an Acquisition Proposal or such an Acquisition Proposal or such intention has otherwise become publicly known to the Company’s stockholders holders of Holdings’ Common Units generally and in any event such proposal or intention is otherwise publicly disclosed and not subsequently withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management termination of the Company or the Company Boardthis Agreement, (2ii) thereafter this Agreement is terminated by the Company either Holdings or Parent Inergy pursuant to Section 7.1(b)(i8.1(b)(i) or Section 7.1(b)(iii8.1(b)(iii) or by Parent Inergy pursuant to Section 7.1(c)(i), 8.1(b)(iv) or Section 8.1(b)(v) and (3iii) within 12 months after the date termination of such terminationthis Agreement, the Company Holdings or any of its Subsidiaries enters into any definitive agreement providing for an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal with respect to Holdings or any of its stockholders for adoption, or a transaction in respect of any Acquisition Proposal Subsidiaries is consummated, whichthen Holdings shall pay to the Escrow Agent for the benefit of Inergy, in each case, need not be the same if and when consummation of such Acquisition Proposal that was madeoccurs, disclosed or communicated prior the Holdings Termination Fee less all Expenses of Inergy previously paid to termination hereof (provided, Inergy; provided that for purposes of this clause (3Section 9.1(c), each reference to “50%” shall be substituted for “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”);. (iid) If this Agreement is terminated by Parent Holdings pursuant to Section 7.1(c)(ii8.1(b)(iv) or Section 8.1(b)(v); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company then Inergy shall pay to Parent a fee Holdings the Expenses of $9,500,000 Holdings. (the “Company Termination Fee”)e) Except as otherwise provided herein, which shall be the sole and exclusive remedy any payment of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Holdings Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee or Expenses pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee 9.1 shall be made by wire transfer of same day immediately available funds to an account of the accounts Inergy Escrow Agent designated by Parent (i) on the earliest Inergy or an account of the execution Holdings Escrow Agent designated by Holdings, as applicable, within one Business Day after such payment becomes payable; provided, however, that any payment of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Holdings Termination Fee payable by Holdings as a result of termination under Section 8.1(d) shall be made prior to or concurrently with termination of this Agreement; provided further, however, that any payment of the Holdings Termination Fee pursuant to Section 7.3(b)(i), (ii9.1(c) within three Business Days shall be made contemporaneously with the consummation of a termination by Parent pursuant to Section 7.1(c)(ii), or the Acquisition Proposal as provided in clause (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to of Section 7.1(d)(ii9.1(c). (d) . The Company acknowledges parties acknowledge that the agreements contained in this Section 7.3 9.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, none of the Parent Parties parties would not enter into this Agreement. (i) If the Merger is consummated, Inergy shall pay, or cause to be paid, any and all property or transfer taxes imposed on either party in connection with the Merger, (ii) expenses incurred in connection with filing, printing and mailing the Proxy Statement and the Registration Statement shall be paid by Inergy and (iii) any filing fees payable pursuant to, regulatory Laws and other filing fees incurred in connection with this Agreement shall be paid by the party incurring the fees. AccordinglyAs used in this Agreement, if “Expenses” includes all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its affiliates) incurred by a party or on its behalf in connection with or related to the Company fails promptly authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby, including the preparation, printing, filing and mailing of the Proxy Statement and the Registration Statement and the solicitation of unitholder approvals and all other matters related to pay any the transactions contemplated hereby; provided that the amount of Expenses payable by one party to another under this Section 9.1 shall not exceed 3.0 million exclusive of the Holdings Termination Fee, as applicable. (g) Any amounts due paid to the Escrow Agent pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suitArticle IX, together with interest thereon (the “Escrow Fund”), shall be released by the Escrow Agent to Inergy or to Holdings, as applicable, as follows: (i) Prior to the end of the calendar year in which the payment was made to the Escrow Agent, Inergy or Holdings, as applicable, shall submit to the Escrow Agent a certificate demanding a portion of the Escrow Fund equal to no greater than 70% of the maximum remaining amount which, in the good faith view of the Inergy GP or Holdings GP, as applicable, may still be taken into the gross income of Inergy or Holdings, as applicable, without exceeding the permissible qualifying income (as defined in Section 7704 of the Code) limits for a publicly traded partnership, after taking into consideration all other sources of non-qualifying income (such maximum remaining amount, the “Non-Qualifying Income Cushion”), and the Escrow Agent shall within one Business Day thereafter, pay Inergy or Holdings, as applicable, the amount demanded, by wire transfer of immediately available funds to an account designated by Inergy or Holdings, as applicable; (ii) During the calendar year following the date that the payment was made to the Escrow Agent but prior to the passage of 30 Business Days following the filing of the IRS Form 1065 for the prior year, Inergy or Holdings, as applicable, shall submit to the Escrow Agent a certificate identifying the actual Non-Qualifying Income Cushion from the prior year. If the payment contemplated by clause (i) above was (A) less than 80% of the actual Non-Qualifying Income Cushion, then Inergy or Holdings, as applicable, shall submit to the Escrow Agent a certificate demanding a portion of the Escrow Fund equal to an amount which, when combined with the payment contemplated by clause (i) will equal 90% of the actual Non-Qualifying Income Cushion, and the Escrow Agent shall within one Business Day thereafter, pay Inergy or Holdings, as applicable, the amount demanded, (B) greater than or equal to 80%, but less than or equal to 90% of the actual Non-Qualifying Income Cushion, then Inergy or Holdings, as applicable, shall notify the Escrow Agent that it will not demand any additional payments from the Escrow Account, and (C) greater than 90% of the actual Non-Qualifying Income Cushion, then Inergy or Holdings, as applicable, shall deliver a certificate to such effect to the Escrow Agent and return to the Escrow Fund an amount equal to the excess of the payment contemplated by clause (i) over 80% of the Non-Qualifying Income Cushion. Any payment under this clause (ii) shall be made by the Escrow Agent, or by Inergy or Holdings, as applicable, as the case may be, by wire transfer of immediately available funds to an account designated by Inergy or Holdings, as applicable, or the Escrow Agent, as the case may be; and (iii) Within one Business Day following the earlier of (A) completion of the procedures as contemplated by Section 9.1(g)(ii) above and (B) the passage of 30 days following the filing of the IRS Form 1065 for the prior year, the Escrow Agent shall pay Holdings or Inergy, as applicable, the remainder, if any, of the Escrow Fund, by wire transfer of immediately available funds to an account designated by Holdings or Inergy, as applicable. Each of Holdings and Inergy, as applicable, acknowledges and agrees that (x) the amount of a payment, if any, pursuant to Section 9.1(g)(ii) above is uncertain, and that depending on the amounts due amount of the demands made by Inergy or Holdings, as applicable, pursuant to Section 9.1(g)(ii) above, the Escrow Fund may be insufficient to permit payments to Holdings or Inergy, as applicable, pursuant to Section 9.1(g)(ii) above, and (y) it shall have no rights to any amounts in the Escrow Fund (other than as contemplated by this Section 7.3 subsection (g)) or to audit or inquire into the amounts demanded by or paid to Inergy or Holdings, as applicable. (h) Holdings agrees that, notwithstanding any right that it or Inergy GP may otherwise have, including pursuant to the Inergy Partnership Agreement, the Inergy Amended and Restated Partnership Agreement, or otherwise, it hereby waives and renounces for itself and its Affiliates, and shall cause Inergy GP to waive and renounce, any distribution by Inergy to its partners of any amount paid to Inergy by the Escrow Agent, together with an income allocation associated with such distribution, it being understood that following payment to Inergy from the date such payment was required Escrow Agent, Inergy will make a distribution to be made until the date holders of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be madeLP Units who are unaffiliated with Holdings. (i) This Section 9.1 shall survive any termination of this Agreement.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as set forth in accordance with this Section 5.147.3, all fees and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby Transactions shall be paid by Parentthe party incurring such fees and expenses, whether or not the Offer or the Merger is consummated. For purposes of clarity, Parent shall bear and timely pay all filing fees associated with any filings required under the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentHSR Act or Other Antitrust Laws. (b) In The Company shall pay Parent a termination fee of $17,000,000 (the “Termination Fee”), in the event thatthat this Agreement is terminated: (i) by Parent pursuant to Section 7.1(c) (1Company Recommendation Matters); (ii) after by the Company pursuant to Section 7.1(d) (Superior Proposal); or (iii) (I) by either Parent or the Company pursuant to Section 7.1(b)(i) (Outside Date), (II) by Parent pursuant to Section 7.1(e) (Company Breach) or (III) by either Parent or the Company pursuant to Section 7.1(g) (Offer not Consummated) so long as, (A) before the date of this Agreementsuch termination, a Takeover Proposal shall have been publicly announced, or otherwise become publicly known, or otherwise made known to the Company, or any Person shall have publicly announced an Acquisition Proposal intention (whether or not conditional) to make a Takeover Proposal, or such intention shall otherwise have been made known to the Company, and such Takeover Proposal or such intention shall not have been withdrawn without qualification prior to the time of the termination of this Agreement (and such withdrawal must be public if (x) is made directly to the Company’s stockholders Takeover Proposal shall have been publicly announced, or is otherwise become publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting known, or (y) is otherwise communicated any Person shall have publicly announced an intention (whether or not conditional) to senior management of make a Takeover Proposal), it being agreed that no such Takeover Proposal or intention shall be deemed to have been withdrawn if the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) any of its Subsidiaries shall have entered into a definitive agreement providing for such Takeover Proposal within 12 months after the date of such termination; and (B) within 12 months after the date of termination, (1) the Company or any of its Subsidiaries shall have entered into a definitive agreement providing for, or shall have consummated, or (2) in the case of a Takeover Proposal that is a tender offer or exchange offer, the Company enters into an agreement in respect of Board or any Acquisition Proposalcommittee thereof shall have approved or recommended to the Company’s stockholders, or recommends or submits an Acquisition taken no position with respect to, a Takeover Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition and such Takeover Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (within 12 months after such 12-month period; provided, that however, that, for purposes of this clause (3Section 7.3(b)(iii), each reference all references to “2015%” in the definition of “Acquisition Takeover Proposal” shall be deemed to be a reference references to “50%.”). (c) In the event that this Agreement is terminated by: (i) either the Company or Parent pursuant to Section 7.1(g) (Offer not Consummated) and at the time of such termination the Regulatory Condition has been satisfied; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii7.1(e) (Company Breach); or (iii) this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(d)(ii)7.1(g) (Offer not Consummated) if before the date of such termination, a Takeover Proposal shall have been publicly announced, become publicly known, or otherwise made known to the Company, or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal, or such intention shall otherwise have been made known to the Company; then, in any such event, then the Company shall pay to Parent, by wire transfer of immediately available funds to an account designated in writing by Parent, all of the reasonable, documented, out-of-pocket expenses, including those of the Paying Agent, actually incurred by Parent a fee of $9,500,000 and Merger Sub in connection with this Agreement and the other Transactions (the “Expense Reimbursement”) up to a maximum amount of $7.5 million in the aggregate, within two (2) Business Days after the date following such termination. To the extent any portion of the Expense Reimbursement is paid by the Company to Parent, such amount paid shall be deducted from the amount of any Termination Fee”Fee owed or payable. (d) Any fee due under Section 7.3(b)(i) shall be paid to Parent by wire transfer of immediately available funds within two Business Days after the date of termination of this Agreement. Any fee under Section 7.3(b)(ii) shall be paid to Parent by wire transfer of immediately available funds prior to or concurrently with the termination. Any fee due under Section 7.3(b)(iii) shall be paid to Parent by wire transfer of funds within two Business Days after the consummation of such Takeover Proposal. Any such wire transfer shall be made to an account designated in writing to Parent. (e) Each of the parties acknowledges and agrees that the Termination Fee is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent in the circumstances in which such Termination Fee is due and payable and which do not involve fraud or willful and material breach, for the efforts and resources expended and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision. Other than in the circumstances in which such Termination Fee is due and payable and which involve fraud or willful and material breach, in the event that Parent receives full payment pursuant to this Section 7.3, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), which the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be the sole and exclusive remedy of the Parent Parties entitled to bring or maintain any claim, action or proceeding against the Company, it being understood that in no event its Subsidiaries or any of their respective Affiliates arising out of this Agreement, any of the Transactions or any matters forming the basis for such termination. The Company shall the Company not be required to pay the Company Termination Fee on more than one occasion; provided, that occasion even though the payment by the Company of the Company Termination Fee pursuant to this may be payable under one or more provisions of Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii7.3(b). (df) The Company acknowledges parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, Transactions and that, without these agreements, the Parent Parties parties would not enter into this Agreement. Accordingly; accordingly, if the Company fails promptly to timely pay any amounts amount due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that an Action which results in a judgment against the Company for the amounts set forth in this Section 7.3Company, the Company shall pay to Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expensesfees) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment amount at the prime lending rate as published in The the Wall Street Journal in effect on the date such payment was required to be mademade through the date such payment was actually received.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with this Section 5.147.3, all fees and expenses incurred in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree Merger is consummated, except that the expenses set forth on incurred in connection with the filing, printing and mailing of the Proxy Statement and filing of the Schedule 7.3 to 13E (including, in each case, applicable SEC filing fees) and the solicitation of the Company Disclosure Schedules Stockholder Approval shall be borne shared equally by ParentParent and the Company. (b) In the event thatIf: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by either Parent or the Company or Parent pursuant to Section 7.1(b)(i) (but only if the Company Stockholders’ Meeting has not been held by the Termination Date) or Section 7.1(b)(iii) and, in either case, (A) at any time after the date of this Agreement and prior to the termination under Section 7.1(b)(i) or by Parent the taking of a vote to approve this Agreement at the Company Stockholders’ Meeting or any adjournment or postponement thereof (in the case of a termination pursuant to Section 7.1(c)(i7.1(b)(iii)), an Acquisition Proposal shall have been publicly announced by the Company and not withdrawn prior to such termination under Section 7.1(b)(i) or such vote to adopt this Agreement, as applicable, and (3B) within 12 months after the date of such termination, the Company enters shall have entered into an a definitive agreement in with respect of any Acquisition Proposalto, or recommends or submits an shall have consummated, such Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3Section 7.3(b)(i), each reference the references to “20%% or more” in the definition of “Acquisition Proposal” Proposal shall be deemed to be a reference references to “more than 50%”); (ii) this Agreement is terminated by Parent the Company pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company Parent pursuant to Section 7.1(d)(ii); ) then, in any such eventcase, the Company shall pay to Parent a termination fee of $9,500,000 22,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) If the Company terminates this Agreement pursuant to Section ‎7.1(c)(i), and at the time of such termination, there is no state of facts or circumstances (other than such state of facts or circumstances as gave rise to the Company’s right to terminate this Agreement pursuant to Section 7.1(c)(i)) that would cause the conditions in Sections 6.1, 6.2, and 6.3 not to be satisfied on or prior to the Termination Date, or pursuant to Section 7.1(c)(iii), then Parent shall pay a termination fee to the Company in an amount equal to $30,000,000 (the “Parent Termination Fee” ), it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. The parties agree that the payment of the Parent Termination Fee shall constitute liquidated damages and not a penalty and shall be the sole and exclusive remedy available to the Company with respect to this Agreement and the transactions contemplated hereby in the event any such payment becomes due and payable and, upon payment of the Parent Termination Fee, that Parent (and its Subsidiaries, including Merger Sub, and their Representatives) shall have no further liability to the Company (or its Subsidiaries or Representatives) hereunder. (d) Payment of the Company Termination Fee or Parent Termination Fee, if applicable, shall be made by wire transfer of same day funds to the account or accounts designated by Parent or the Company, as applicable by (A) the Company (i) on the earliest earlier of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal Proposal, as applicable, in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), or (ii) as promptly as reasonably practicable (and in any event within three five Business Days Days) after termination, in the case of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(c)(ii) or by Parent pursuant to Section 7.1(d)(ii), or (B) Parent, as promptly as practicable (and in any event within five Business Days) after termination, in the case of termination by the Company pursuant to Section 7.1(c)(i) or Section 7.1(c)(iii). (de) The Each of the Company and Parent acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and, therefore, the amounts payable pursuant to Sections 7.3(b) and 7.3(c) are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Parent or the Company, as applicable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby and that, without these agreements, the Company, Parent Parties and Merger Sub would not enter into this Agreement. Accordingly; accordingly, if the Company or Parent, as applicable, fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent or the Company commences a suit that results in a judgment against the Company or Parent, as the case may be, for the amounts set forth in this Section 7.3, the Company or Parent, as applicable, shall pay to Parent the other party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect If this Agreement is terminated (i) (x) pursuant to Designated Section 8.1(d) (Company Expenses which will be borne Adverse Change Recommendation) or (y) pursuant to Section 8.1(b) (Outside Date) at a time when it could have been terminated by Parent pursuant to Section 8.1(d) (Company Adverse Change Recommendation), or (ii) pursuant to Section 8.1(h) (entry into a Company Specified Agreement by the Company in accordance order to accept a Superior Proposal), the Company shall, concurrently with Section 5.14, all fees or prior to (and expenses incurred in connection with as a condition to) the termination of this Agreement, pay the Mergers and Parent the other transactions contemplated hereby shall be Termination Fee (less any Parent Expense Reimbursement paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 pursuant to Company Disclosure Schedules shall be borne by ParentSection 8.3(c)) in immediately available funds. (b) In the event thatIf: (i) (1) after the date of this AgreementAgreement Date, an Acquisition a Takeover Proposal (whether or not conditional) (x) is made directly shall have been communicated to the Company’s stockholders Company Board or is shall have been publicly announced or disclosed or otherwise become publicly disclosed known and not withdrawn at least seven two (2) Business Days prior to the Company Stockholders Meeting or earliest of (yx) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, (y) the Company enters into an agreement in respect Outside Date and (z) the then scheduled expiration date of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”);Offer; and (ii) this Agreement is terminated thereafter terminated: (A) by Parent or the Company pursuant to Section 8.1(b) (Outside Date) (and at the then scheduled expiration date of the Offer as of immediately prior to such termination, all Offer Conditions are satisfied or waived (other than (I) the Minimum Tender Condition, (II) any Offer Condition the failure which to be satisfied was principally caused or resulted from the Company’s breach of this Agreement and (III) those Offer Conditions that by their terms are to be satisfied or waived at the Offer Acceptance Time, so long as such conditions are capable of being satisfied at such time); or (B) by Parent pursuant to Section 7.1(c)(ii8.1(e) (Company material breach); orand (iii) this Agreement is terminated by within twelve (12) months of such termination, the Company pursuant to Section 7.1(d)(iior any Company Subsidiary enters into a definitive acquisition agreement or similar definitive agreement that provides for any transaction within the definition of a Takeover Proposal (and which transaction is ultimately consummated), or any transaction within the definition of a Takeover Proposal (regardless of when proposed) is consummated; then, in any such event, the Company shall pay to the Parent (or a fee person designated by Parent in writing) the Termination Fee (less any Parent Expense Reimbursement paid pursuant to Section 8.3(c)) by wire transfer of $9,500,000 (same-day funds the “Company Termination Fee”date any such transaction is consummated. Solely for purposes of this Section 8.3(b), which the term “Takeover Proposal” shall have the meaning assigned to such term in Exhibit A hereto, except that all references to “15%” therein shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company deemed to be required references to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud“50%.” (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated If this Agreement is terminated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii8.1(b) (Outside Date), the Offer has been commenced and at the then scheduled expiration date of the Offer as of immediately prior to such termination, the Minimum Tender Condition is the only Offer Condition not satisfied or waived in accordance with this Agreement, the Company shall pay Parent the Parent Expense Reimbursement within two (2) Business Days of such termination. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d) (Outside Date), and Parent has not obtained the Parent Shareholder Approval, Parent shall pay the Company the Company Expense Reimbursement within two (2) Business Days of such termination. (e) The Company acknowledges parties acknowledge that the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated by this Agreement, Transactions and that, without these agreements, the Parent Parties parties would not enter into this Agreement. Accordingly, if the Company fails promptly to timely pay any amounts amount due pursuant to Section 8.2 or this Section 7.38.3, and, in order to obtain such the payment, Parent commences a suit that Legal Proceeding which results in a judgment against the Company for the amounts set forth in this Section 7.3Company, the Company shall pay to Parent its the reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees fees) of Parent and expenses) its Affiliates in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment amount at the prime lending rate as published in The the Wall Street Journal in effect on the date such payment was required to be mademade through the date such payment was actually received. (f) Except as otherwise expressly provided herein, all costs and expenses incurred in connection with this Agreement and the Transactions will be paid by the party incurring such costs and expenses, whether or not the Transactions are consummated. For the avoidance of doubt, Parent or the Surviving Corporation shall be responsible for all fees and expenses of the Exchange Agent. (g) Notwithstanding anything herein to the contrary, Parent, the Merger Subs and the Company agree that, upon the termination of this Agreement under circumstances where the Termination Fee is payable by the Company or Parent pursuant to this Section 8.3 and the payment in full of the Termination Fee, such Termination Fee shall be deemed to be liquidated damages, and not a penalty, payable to Parent and, except in the case of Fraud, willful breach or Intentional Breach of this Agreement (which Fraud, willful breach or Intentional Breach shall be governed by Section 8.2), (i) receipt of the Termination Fee by Parent hereto shall constitute the sole and exclusive remedy of Parent and its Affiliates for any and all losses or damages suffered or incurred by Parent or any of its Affiliates in connection with this Agreement and the Transactions (including the termination thereof or any matter forming a basis for such termination), and (ii) neither Parent, the Merger Subs nor any of their respective Affiliates if Parent is paid the Termination Fee shall be entitled to seek any other remedy, at law or in equity or otherwise, including bringing or maintaining any Legal Proceeding against, or seeking recovery, judgment or damages of any kind from, the other party or any of its Subsidiaries (or any of the former, current and future holders of any equity interests, controlling persons, directors, officers, employees, Affiliates, Representatives and assignees of such other party and its Subsidiaries), arising out of this Agreement or any of the Transactions (including the termination of this Agreement or any matters forming the basis for such termination).

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as provided in accordance with Section 5.149.1(b) and Section 9.1(c) below, all fees and expenses incurred in connection with this Agreementthe Offer, the Mergers Merger, this Agreement and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree that Offer or the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentMerger is consummated. (b) If (x) Parent or Purchaser terminates this Agreement pursuant to Section 8.1(e)(i) or (iv), or (y) the Company terminates this Agreement pursuant to Section 8.1(d)(i), then in each case, the Company shall pay, or cause to be paid, to Parent, at or prior to the time of termination in the case of a termination pursuant to Section 8.1(d)(i) or as promptly as is reasonably practicable (but in no event later than two business days) in the case of a termination pursuant to Section 8.1(e)(i) or (iv), an amount (the "Termination Fee") equal to $70 million less any amount paid by or due from the Company pursuant to Section 8.2(c). In the event thataddition, if: (i) this Agreement is terminated pursuant to Section 8.1(e)(ii), 8.1(e)(iii) or 8.1(d)(ii) (1provided, however, that this clause (i) after shall not be deemed satisfied if (A) the date only conditions to the Offer that were not satisfied were the condition set forth in clause (iii) of this Agreement, an Acquisition Proposal (whether or not conditional) Exhibit A and those conditions that either (x) is made directly the Company can reasonably demonstrate were not satisfied due to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior failure of the condition set forth in such clause (iii) to the Company Stockholders Meeting be satisfied or (y) is otherwise communicated to senior management were not satisfied as a result of a material breach by Parent or Purchaser of its obligations hereunder and (B) the condition set forth in clause (iii) of Exhibit A was not satisfied solely because of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date occurrence of such termination, the Company enters into an agreement event set forth in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference x) thereof and/or the failure of Parent to “20%” deliver the representation letter referred to in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”clause (y) thereof); (ii) on the date of such termination no condition to the Offer has failed to be satisfied as a result of a material breach of this Agreement by Parent or Purchaser and prior thereto there shall have been publicly announced, and not withdrawn in good faith, an Acquisition Proposal; and (iii) within 15 months after such termination, the Company shall enter into an agreement with respect to any Acquisition Proposal, then the Company shall pay the Termination Fee concurrently with entering into any such agreement. (c) If the condition set forth in clause (iv) of Exhibit A is not satisfied and this Agreement is terminated pursuant to Section 8.1(c), unless a condition to consummation of the Offer (other than the condition referred to clause (iv) of Exhibit A) shall not have been satisfied and either (x) Parent can reasonably demonstrate that such failure to be satisfied resulted from a reason other than the failure of the condition set forth in such clause (iv) to be satisfied or (y) such condition failed to be satisfied as a result of a material breach by the Company of its obligations hereunder, then Parent shall pay, or cause to be paid, to the Company an amount equal to $70,000,000 less any amount paid by or due from Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”8.2(b), which shall be the sole paid (x) at or prior to such termination by Parent and exclusive remedy of the Parent Parties against as a condition to such termination or (y) not later than two business days following such termination by the Company, it being understood that in no event shall the Company be . (d) Any payments required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee be made pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee 9.1 shall be made by wire transfer of same day funds to the accounts an account designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii)recipient. (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as provided in accordance with this Section 5.145.09, all fees and expenses incurred in connection with the Merger, this Agreement, the Mergers Option Agreements and the other transactions contemplated hereby by this Agreement and the Option Agreements shall be paid by Parentthe party incurring such fees or expenses, whether or not the Merger is consummated, except that each of DWD and MS shall bear and pay one-half of the costs and expenses incurred in connection with (1) the filing, printing and mailing of the Form S-4 and the Joint Proxy Statement (including SEC filing fees) and (2) the filings of the premerger notification and report forms under the HSR Act (including filing fees). For purposes DWD shall file any return with respect to, and shall pay, any state or local taxes (including any penalties or interest with respect thereto), if any, which are attributable to the transfer of claritythe beneficial ownership of MS's real property (collectively, the Parties acknowledge "Real Estate Transfer Taxes") as a result of the Merger. MS shall cooperate with DWD in the filing of such returns including, in the case of MS, supplying in a timely manner a complete list of all real property interests held by MS and agree any information with respect to such property that is reasonably necessary to complete such returns. The fair market value of any real property of MS subject to the expenses set forth on Schedule 7.3 to Company Disclosure Schedules Real Estate Transfer Taxes shall be borne by Parentas agreed to between DWD and MS. (b) In the event that: that (i) (1) after the date a MS Takeover Proposal shall have been made known to MS or any of this Agreement, its subsidiaries or has been made directly to its stockholders generally or any person shall have publicly announced an Acquisition Proposal intention (whether or not conditional) (xto make a MS Takeover Proposal and thereafter this Agreement is terminated by either DWD or MS pursuant to Section 7.01(b)(i) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (yii) is otherwise communicated to senior management of the Company or the Company Board, (2ii) this Agreement is terminated (x) by the Company or Parent MS pursuant to Section 7.1(b)(i7.01(g) or Section 7.1(b)(iii(y) or by Parent DWD pursuant to Section 7.1(c)(i7.01(e), and (3) within 12 months then MS shall promptly, but in no event later than two days after the date of such termination, pay DWD a fee equal to $250 million (the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3"Termination Fee"), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made payable by wire transfer of same day funds funds; provided, however, that no Termination Fee shall be payable to the accounts designated by Parent DWD pursuant to clause (i) on the earliest of the execution of this paragraph (b) or pursuant to a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated termination by an Acquisition Proposal in the case of a Company Termination Fee payable DWD pursuant to Section 7.3(b)(i), 7.01(e) unless and until within 18 months of such termination MS or any of its subsidiaries enters into any MS Acquisition Agreement or consummates any MS Takeover Proposal (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.purposes of

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with this Section 5.146.06, all fees and expenses incurred in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree that Offer or the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentMerger is consummated. (b) In the event that: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii8.01(e) this Agreement is terminated or by the Company pursuant to Section 7.1(d)(ii8.01(f), prior to the Share Acceptance Date; thenor (ii) (A) prior to the Share Acceptance Date, in a Takeover Proposal shall have been made to the Company or shall have been made directly to the stockholders of the Company generally or shall have otherwise become publicly known, (B) thereafter, this Agreement is terminated by Parent pursuant to Section 8.01(c) or Section 8.01(g) or by Parent or the Company pursuant to Section 8.01(b)(i), or Section 8.01(b)(iii) by reason of the Minimum Condition not having been satisfied, and (C) within twelve (12) months after any such eventtermination, the Company enters into a binding agreement directly relating to the consummation of a transaction contemplated by any Takeover Proposal or any transaction contemplated by any Takeover Proposal is consummated, then the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”)Fee by wire transfer of same-day funds as follows: (1) in the case of a payment required by clause (i) above, which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; providedthe date of termination of this Agreement and (2) in the case of a payment required by clause (ii) above, that the payment by the Company of the Company Termination Fee pursuant on the earlier of the date of entry into a binding agreement or the date of consummation referred to in clause (ii)(C) above (for purposes of this Section 7.3 6.06(b), the term “Takeover Proposal” shall not relieve have the Company from any liability or damage resulting from a willful and material breach of any of its representationsmeaning assigned to such term in Section 5.02(a)(i), warranties, covenants or agreements set forth in this Agreement or intentional fraudexcept that all references to fifteen percent (15%) therein shall be deemed to be references to thirty-five percent (35%)). (c) Payment In the event that this Agreement is terminated by Parent or by the Company pursuant to: (i) (A) Section 8.01(b)(i) for the failure to satisfy any of the Offer Conditions set forth in paragraphs (a), (b) or (e) of Annex II due to the failure to receive any required consent or clearance under applicable Antitrust Laws from a Governmental Entity or due to any action by any Governmental Entity to prevent the consummation of the Offer or the Merger as violative of applicable Antitrust Laws or (B) Section 8.01(b)(ii) due to the denial of any approval required under applicable Antitrust Laws or the taking of any action by any antitrust or competition Governmental Entity to prevent the consummation of the Offer or the Merger as violative of applicable Antitrust Laws under circumstances where no other right to terminate exists under Section 8.01(b)(ii) that does not relate to Antitrust Laws, if, in the case of each of clauses (A) and (B), at the time of such termination, all other Offer Conditions, including under paragraphs (a) or (e) of Annex II that do not relate to Antitrust Laws (other than those conditions that by their terms are to be satisfied at the Expiration Date but which conditions would be satisfied if the Expiration Date were the date of such termination), have been satisfied; or (ii) Section 8.01(h), then Parent shall pay to the Company (or to any Affiliate of the Company as directed by the Company) the Parent Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent as follows: (i1) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii)Parent, or on the date of termination of the Agreement and (iii2) simultaneously with, and as a condition to in the effectiveness of, a case of termination by the Company, as promptly as reasonably practicable (and, in any event, within two (2) business days following such termination). Notwithstanding anything in this Agreement to the contrary, if (x) Parent or Merger Sub fail to receive the proceeds of the Debt Financing (or any Alternative Financing) or (y) the parties are unable to satisfy any of the Offer Conditions relating to Antitrust Laws, in either case specified in clause (x) or (y), whether or not as a result of Parent’s or Merger Sub’s breach of any of their respective representations, warranties or covenants under this Agreement, then the payment of the Parent Termination Fee to the Company (or to any Affiliate of the Company as directed by the Company) in accordance with this Section 6.06(c) shall be the sole and exclusive remedy, in law or equity, of the Company and its Affiliates against Parent, Merger Sub, their respective Affiliates and any of their respective former, current or future stockholders, directors, officers, Affiliates or agents (including any of their Representatives) or persons providing financing (collectively, the “Parent Related Parties”) for any loss or damage suffered as a result of the breach of any representation, warranty or covenant contained in this Agreement by Parent or Merger Sub or the failure of Parent or Merger Sub to accept for payment and pay for shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer or to consummate the Merger, and upon payment of the Parent Termination Fee in accordance with this Section 7.1(d)(ii6.06(c), none of the Parent Related Parties shall have any further liability or obligation to the Company or any other person relating to or arising out of this Agreement or the transactions contemplated by this Agreement (except that Parent and Merger Sub shall also be obligated with respect to the penultimate sentence of Section 6.02, Section 6.06(d) and Section 6.15); provided that this Section 6.06(c) shall not limit the Company’s right to seek specific performance of Parent’s and Merger Sub’s obligations hereunder as provided in Section 9.10(a), but only to the extent permitted thereby. (d) The Each of the Company and Parent acknowledges and agrees that the agreements contained in this Section 7.3 6.06(b) and Section 6.06(c), as applicable, are an integral part of the transactions contemplated by this Agreement, that each of the Company Termination Fee and the Parent Termination Fee is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, on the one hand, or the Company, on the other hand, as applicable, in the circumstances where such fee is payable, and that, without these agreements, neither Parent nor the Parent Parties Company would not enter have entered into this Agreement. Accordingly; accordingly, if the Company fails promptly to pay any amounts amount due pursuant to this Section 7.36.06(b) or Parent fails promptly to pay any amount due pursuant to Section 6.06(c), and, in order to obtain such payment, Parent or the Company, as the case may be, commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3Company Termination Fee or Parent for the Parent Termination Fee, as applicable, the Company party against which such judgment has been rendered shall pay to Parent its the other party such other party’s costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 amount of the Company Termination Fee or the Parent Termination Fee, as applicable, from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal of Citibank N.A. in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with this Section 5.149.3, all fees and expenses incurred in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentMerger is consummated. (b) In the event that: (i) (1A) after the date of this Agreement, an a Company Acquisition Proposal (whether or not conditional) or intention to make a Company Acquisition Proposal (xwhether or not conditional) is shall have been made directly to the Company’s stockholders shareholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated or made known to senior management of the Company or the Company Board, Board and (2B) this Agreement is thereafter terminated by the Company or Parent pursuant to Section 7.1(b)(i9.1(b)(i) (if the Company Shareholder Approval has not theretofore been obtained) or Section 7.1(b)(iii9.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i9.1(c)(i), and (3) then if within 12 months after the date of such termination, termination the Company enters into an or any of its Subsidiaries executes a definitive agreement in with respect of any Acquisition Proposalto, or recommends or submits an consummates a transaction contemplated by, any Company Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, (which, in each case, need not be the same Company Acquisition Proposal that was shall have been made, publicly disclosed or communicated prior to termination hereof hereof) then the Company shall pay the Company Termination Fee (provideddefined in subsection 9.3(b)(ii) below) on the date of such execution or consummation, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”);whichever occurs first; or (ii) this Agreement is terminated by (A) Parent pursuant to Section 7.1(c)(ii9.1(c)(ii) or 9.1(c)(iii); or , or (iiiB) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.1(d)(ii); , then, in any such event, the Company shall pay to Parent a termination fee of $9,500,000 3.0 million (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the account or accounts designated by Parent (i) on at the earliest of the execution of a definitive agreement with respect totime provided in Section 9.3(b)(i), submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i9.3(b)(i), and (ii) as promptly as reasonably practicable after termination (and, in any event, within three Business Days two business days thereof), in the case of a termination by Parent pursuant to Section 7.1(c)(ii), 9.1(c)(ii) or (iiiSection 9.1(c)(iii) simultaneously with, and as a condition to the effectiveness of, a termination or by the Company pursuant to Section 7.1(d)(ii9.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 9.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly; accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.39.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for all or a portion of the amounts set forth in this Section 7.39.3, the Company shall pay to Parent its the costs and expenses (including reasonable attorneys’ fees and expenses) of Parent in connection with such suit, together with interest on the amounts due pursuant to set forth in this Section 7.3 9.3 from the date such payment was required to be made became due until the date of payment is made, at a rate per annum equal to the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required became due. In the event that Parent commences such a suit and such suit results in a judgment against Parent (such that no Company Termination Fee is due), the Parent shall pay to the Company the costs and expenses (including reasonable attorneys’ fees and expenses) of the Company in connection with such suit. (e) The parties agree that the payment of the Company Termination Fee shall be the sole and exclusive remedy available to Parent with respect to this Agreement in the event any such payment becomes due and payable and is paid, and, upon payment of the Company Termination Fee, the Company and its Subsidiaries and affiliates (and its and their respective directors, officers, employees, stockholders and representatives) shall have no further liability to Parent under this Agreement; provided, however, that the Company shall not be relieved or released from any liabilities or damages arising out of its willful and material breach of this Agreement; and, provided, further, that the aggregate amount of any damages determined by a court to be madepayable to Parent pursuant to the foregoing proviso shall be reduced by the amount of any Company Termination Fee previously paid to Parent pursuant to this Section 9.3.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company in accordance with Section 5.14If, all fees and expenses incurred in connection with this Agreementbut only if, the Mergers and the other transactions contemplated hereby shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parent. (b) In the event thatAgreement is terminated: (i) by either the Company or Parent pursuant to Section 8.1(b)(i) or by Parent pursuant to Section 8.1(d)(i) and (1A) in the case of a termination pursuant to Section 8.1(b)(i), the Parent Stockholder Approval shall have been obtained and the Company Stockholder Approval shall not have been obtained prior to such termination, and (B) in any such case (x) after the date of this Agreement, an Acquisition Proposal shall have been made to the Company or any Person shall have publicly announced an intention (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior make an Acquisition Proposal with respect to the Company Stockholders Meeting (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification before such termination), and (y) is otherwise communicated to senior management the Company, within twelve (12) months of the Company termination of this Agreement, consummates a transaction regarding, or executes a definitive agreement which is later consummated with respect to, an Acquisition Proposal, then the Company Boardshall pay, or cause to be paid, to Parent, the Termination Fee, by wire transfer of same day funds to an account designated by Parent, not later than the consummation of such transaction arising from such Acquisition Proposal; provided, however, that for purposes of this Section 8.3(a)(i), the references to “fifteen percent (215%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; or (ii) this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(b)(i8.1(b)(iii), the Company shall pay, or cause to be paid, to Parent the Parent Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (iii) by either the Company or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i8.1(b)(iii), and (3x) within 12 months after the date of this Agreement, an Acquisition Proposal shall have been made to the Company or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification before such termination), and (y) the Company enters into Company, within twelve (12) months of the termination of this Agreement, consummates a transaction regarding, or executes a definitive agreement which is later consummated with respect to, an agreement in respect of any Acquisition Proposal, then the Company shall pay or recommends or submits cause to be paid, to Parent the Termination Fee (less, if previously paid pursuant to Section 8.3(a)(ii) above, the Parent Expense Amount), by wire transfer of same day funds to an account designated by Parent, not later than the consummation of such transaction arising from such Acquisition Proposal to its stockholders for adoptionProposal; provided, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (providedhowever, that for purposes of this clause (3Section 8.3(a)(iii), each reference the references to “20fifteen percent (15%)” in the definition of “Acquisition Proposal” Proposal shall be deemed to be a reference references to “fifty percent (50%)”);; or (iiiv) this Agreement is terminated by the Company pursuant to Section 8.1(c)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee, by wire transfer of same day funds to an account designated by Parent as a condition to the effectiveness of such termination; or (v) by Parent pursuant to Section 7.1(c)(ii8.1(d)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination; or (iiivi) this by either the Company or Parent pursuant to Section 8.1(b)(iv), then Parent shall pay, or cause to be paid, to the Company the Company Expense Amount (by wire transfer to an account designated by the Company) within two (2) Business Days of such termination; or (b) If, but only if, the Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(c)(iv); then, in any such eventthen Parent shall pay, or cause to be paid, to the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than in the amount of one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful hundred and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. ten million dollars (c$110,000,000) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts an account designated by Parent the Company, within two (i2) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii)such termination; provided, or (iii) simultaneously withhowever, and as a condition to the effectiveness of, a that if such termination by the Company pursuant to Section 7.1(d)(ii)8.1(c)(iv) occurs after receipt of a Superior Proposal (as defined in the ARCT IV Merger Agreement) by ARCT IV and the ARCT IV Merger Agreement is terminated by ARCT IV pursuant to Section 8.1(c)(ii) of the ARCT IV Merger Agreement or by Parent pursuant to Section 8.1(d)(ii)(x) or Section 8.1(d)(ii)(z) of the ARCT IV Merger Agreement, then Parent shall pay, or cause to be paid, to the Company the Parent Termination Fee in the amount of five million dollars ($5,000,000) by wire transfer of same day funds to an account designated by the Company, within one (1) Business Day of receipt by Parent of the Termination Fee (as defined in the ARCT IV Merger Agreement) from ARCT IV. (c) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) under no circumstances shall the Company or Parent be required to pay the Termination Payment or the Parent Termination Payment, as applicable, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the party entitled to payment; and (ii) under no circumstances shall the Company or Parent be required to pay the Termination Payment or the Parent Termination Payment on more than one occasion. (d) The Company Each of the parties hereto acknowledges that (i) the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) neither the Termination Payment nor the Parent Termination Payment is a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent or the Company, as the case may be, in the circumstances in which such fee is payable for the efforts and thatresources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the Parent Parties parties would not enter into this Agreement. Accordingly; accordingly, if the Company or Parent, as the case may be, fails promptly to timely pay any amounts amount due pursuant to this Section 7.3, 8.3 and, in order to obtain such payment, Parent either the Company or Parent, as the case may be, commences a suit that results in a judgment against the Company other party for the amounts payment of any amount set forth in this Section 7.38.3, the Company such paying party shall pay to Parent the other party its costs and expenses (including reasonable attorneys’ fees and expenses) Expenses in connection with such suit, together with interest on such amount at the amounts due pursuant to this Section 7.3 annual rate of five percent (5%) for the period from the date such payment was required to be made until through the date of such payment at the prime lending was actually received, or such lesser rate as published in The Wall Street Journal in effect is the maximum permitted by applicable Law. (i) If one party to this Agreement (the “Termination Payor”) is required to pay another party to this Agreement (the “Termination Payee”) the Termination Payment or Parent Termination Payment, as the case may be, such Termination Payment or Parent Termination Payment, as the case may be, shall be paid into escrow on the date such payment was is required to be madepaid by the Termination Payor pursuant to this Agreement by wire transfer of immediately available funds to an escrow account designated in accordance with this Section 8.3(e). In the event that the Termination Payor is obligated to pay the Termination Payee the Termination Payment or Parent Termination Payment, as the case may be, the amount payable to the Termination Payee in any tax year of the Termination Payee shall not exceed the lesser of (i) the Termination Payment or Parent Termination Payment, as the case may be, payable to the Termination Payee, and (ii) the sum of (A) the maximum amount that can be paid to the Termination Payee without causing the Termination Payee to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”) and the Termination Payee has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in each case, as determined by the Termination Payee’s independent accountants, plus (B) in the event the Termination Payee receives either (x) a letter from the Termination Payee’s counsel indicating that the Termination Payee has received a ruling from the IRS as described below in this Section 8.3(e) or (y) an opinion from the Termination Payee’s outside counsel as described below in this Section 8.3(e), an amount equal to the excess of the Termination Payment or Parent Termination Payment, as the case may be, less the amount payable under clause (A) above. (ii) To secure the Termination Payor’s obligation to pay these amounts, the Termination Payor shall deposit into escrow an amount in cash equal to the Termination Payment or Parent Termination Payment, as the case may be, with an escrow agent selected by the Termination Payor on such terms (subject to this Section 8.3(e)) as shall be mutually agreed upon by the Termination Payor, the Termination Payee and the escrow agent. The payment or deposit into escrow of the Termination Payment or Parent Termination Payment, as the case may be, pursuant to this Section 8.3(e) shall be made at the time the Termination Payor is obligated to pay the Termination Payee such amount pursuant to Section 8.3 by wire transfer. The escrow agreement shall provide that the Termination Payment or Parent Termination Payment, as the case may be, in escrow or any portion thereof shall not be released to the Termination Payee unless the escrow agent receives any one or combination of the following: (i) a letter from the Termination Payee’s independent accountants indicating the maximum amount that can be paid by the escrow agent to the Termination Payee without causing the Termination Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income and the Termination Payee has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in which case the escrow agent shall release such amount to the Termination Payee, or (ii) a letter from the Termination Payee’s counsel indicating that (A) the Termination Payee received a ruling from the IRS holding that the receipt by the Termination Payee of the Termination Payment or Parent Termination Payment, as the case may be, would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code or (B) the Termination Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Termination Payee of the Termination Payment or Parent Termination Payment, as the case may be, should either constitute Qualifying Income or should be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in which case the escrow agent shall release the remainder of the Termination Payment or Parent Termination Payment, as the case may be, to the Termination Payee. The Termination Payor agrees to amend this Section 8.3(e) at the reasonable request of the Termination Payee in order to (i) maximize the portion of the Termination Payment or Parent Termination Payment, as the case may be, that may be distributed to the Termination Payee hereunder without causing the Termination Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, or (ii) assist the Termination Payee in obtaining a favorable ruling or legal opinion from its outside counsel, in each case, as described in this Section 8.3(e). Any amount of the Termination Payment or Parent Termination Payment, as the case may be, that remains unpaid as of the end of a taxable year shall be paid as soon as possible during the following taxable year, subject to the foregoing limitations of this Section 8.3(e).

Fees and Expenses. (a) Except as set forth in Section 8.3(b), and except with respect to Designated Company Expenses (i) costs and expenses of printing and mailing the Proxy Statement and all filing and other fees paid to the SEC in connection with the Merger, which will shall be borne equally by Target and Buyer and (ii) Target’s responsibility to pay 50% of Buyer’s due diligence expenses (whether or not the Company in accordance with Section 5.14Effective Time occurs) up to a maximum of $150,000, all fees and expenses incurred in connection with the Merger, this Agreement, the Mergers Agreement and the other transactions contemplated hereby by this Agreement shall be paid by Parent. For purposes of claritythe Party incurring such fees or expenses, whether or not the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentMerger is consummated. (b) In Target shall pay to Buyer a termination fee in the event thatamount of $2,000,000 (the “Termination Fee”) and the Expense Reimbursement in immediately available federal funds if: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2A) this Agreement is terminated by the Company or Parent Buyer pursuant to Section 7.1(b)(i8.1(d) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i8.1(e), ; and (3B)(1) before such termination, an Alternative Transaction with respect to Target was commenced, publicly proposed or publicly disclosed (or an Alternative Proposal was received); and (2) within 12 months after the date of such termination, the Company enters (x) Target shall have entered into a definitive agreement relating to an agreement in respect of Alternative Transaction or (y) any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is Alternative Transaction shall have been consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”);; or (ii) after receiving an Alternative Proposal, (A) the Target Board does not take action to convene the Target Shareholder Meeting and/or recommend that Target shareholders adopt this Agreement is and (B) within 12 months after such receipt of such Alternative Proposal, (1) Target shall have entered into a definitive agreement relating to an Alternative Transaction or (2) any Alternative Transaction shall have been consummated; provided, however, that Buyer shall not be entitled to the Termination Fee and the Expense Reimbursement pursuant to this Section 8.3(b) if: (A) this Agreement shall have been terminated by Parent pursuant to Section 7.1(c)(ii8.1(a) or Section 8.1(b); or (iiiB) Target shall have terminated this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii8.1(d). (diii) The Company acknowledges Termination Fee and the Expense Reimbursement must be paid no later than two business days following the event that triggers such payment described in Section 8.3(b)(i) or (ii). Upon payment of the agreements contained Termination Fee and the Expense Reimbursement, Target shall have no further liability to Buyer at law or in equity with respect to such termination or any other provision of this Section 7.3 are Agreement, or with respect to Target Board’s failure to take action to convene the Target Shareholder Meeting and/or recommend that Target shareholders adopt this Agreement. “Expense Reimbursement” means an integral part amount in cash of up to $500,000 in respect of Buyer’s out-of-pocket legal and due diligence expenses incurred in connection with the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay Agreement (net of any amounts due otherwise previously paid pursuant to this Section 7.3, and, 8.3(a)). The payment of the Expense Reimbursement shall be in order lieu of any other agreement between Buyer and Target with respect to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and payment of Buyer’s expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from entered into before the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be madehereof.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with this Section 5.147.3, all fees and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby Transactions shall be paid by Parent. For purposes of claritythe Party incurring such fees or expenses, whether or not the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentMergers are consummated. (b) In the event that: (i) (1A) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x1) is made directly to the Company’s stockholders Company Stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y2) is otherwise communicated to senior management of the Company or the Company BoardBoard prior to the termination hereof, (2B) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or or, but only in the case of sub-clause (1) of the foregoing clause (A), Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i)7.1(b)(v) with respect to a Terminable Breach by the Company, and (3C) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, Proposal or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal with respect to the Company is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3C), each reference to “20%% or more” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%% or more”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii7.1(c); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); 7.1(e): then, in any either such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”, less the amount of Parent Expenses previously paid to Parent (if any) pursuant to Section 7.3(d), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 7.3(b) shall not relieve the Company from any liability or damage resulting from a willful Willful and material breach Material Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraudFraud. (c) In the event that: (i) (A) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (1) is made directly to the Parent Stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Parent Stockholders Meeting or (2) is otherwise communicated to senior management of Parent or the Parent Board prior to the termination hereof, (B) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or, but only in the case of sub-clause (1) in the foregoing clause (A), Section 7.1(b)(iv) or by the Company pursuant to Section 7.1(b)(v) with respect to a Terminable Breach by Parent, and (C) within 12 months after the date of such termination, Parent enters into an agreement in respect of any Acquisition Proposal or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal with respect to Parent is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (C), each reference to “20% or more” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50% or more”); or (ii) this Agreement is terminated by the Company pursuant to Section 7.1(d); then, in either such event, Parent shall pay to the Company the Parent Termination Fee, less the amount of Company Expenses previously paid to the Company (if any) pursuant to Section 7.3(d), it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion; provided, that the payment by Parent of the Parent Termination Fee pursuant to this Section 7.3(c) shall not relieve Parent from any liability or damage resulting from a Willful and Material Breach of any of its covenants or agreements set forth in this Agreement or Fraud. (d) In the event that this Agreement is terminated by Parent or the Company: (i) pursuant to Section 7.1(b)(iii) under circumstances in which the Company Termination Fee is not then payable pursuant to Section 7.3(b), then the Company shall pay Parent an amount in cash equal to $45,000,000 (the “Parent Expenses”) in respect of the costs and expenses of the Parent Parties in connection with or related to the authorization, preparation, investigation, negotiation, execution and performance of this Agreement and the Transactions; provided, that the payment by the Company of the Parent Expenses pursuant to this Section 7.3(d)(i) shall not relieve the Company (x) of any subsequent obligation to pay the Company Termination Fee pursuant to Section 7.3(b) except to the extent indicated in such Section or (y) from any liability or damage resulting from a Willful and Material Breach of any of its covenants or agreements set forth in this Agreement or Fraud; or (ii) pursuant to Section 7.1(b)(iv) under circumstances in which the Parent Termination Fee is not then payable pursuant to Section 7.3(c), then Parent shall pay the Company an amount in cash equal to $90,000,000 (the “Company Expenses”) in respect of the costs and expenses of the Company Parties in connection with or related to the authorization, preparation, investigation, negotiation, execution and performance of this Agreement and the Transactions,; provided, that the payment by Parent of the Company Expenses pursuant to this Section 7.3(d)(ii) shall not relieve Parent (x) of any subsequent obligation to pay the Parent Termination Fee pursuant to Section 7.3(c) except to the extent indicated in such Section or (y) from any liability or damage resulting from a Willful and Material Breach of any of its covenants or agreements set forth in this Agreement or Fraud. (e) Payment of the Company Termination Fee or the Parent Termination Fee shall be made by wire transfer of same same-day funds to the accounts designated by Parent the Parties that are the recipients thereof (i) concurrently with the termination of this Agreement in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(iii), (ii) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or the consummation of, any transaction contemplated by an Acquisition Proposal Proposal, as applicable, in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of or a termination by Parent Termination Fee payable pursuant to Section 7.1(c)(ii7.3(c)(i), or (iii) simultaneously withas promptly as reasonably practicable after termination (and, and as in any event, within two Business Days thereof), in the case of a condition Company Termination Fee payable pursuant to Section 7.3(b)(ii) or a Parent Termination Fee payable pursuant to Section 7.3(c)(ii). Payment of (A) the Parent Expenses shall be made by wire transfer of same-day funds to the effectiveness of, a termination accounts designated by Parent within two Business Days after the Company is notified of the amounts thereof by Parent; and (B) the Company Expenses shall be made by wire transfer of same-day funds to the accounts designated by the Company pursuant to Section 7.1(d)(ii)within two Business Days after Parent is notified of the amounts thereof by the Company. (df) The Company Each Party acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, the Parent other Parties would not enter into this Agreement. Accordingly, if the Company applicable Party fails to promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent one or more other Parties commences a suit that results in a judgment against the Company such Party for the amounts set forth in this Section 7.3, the Company such Party shall pay to Parent its the other Parties their respective costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as set forth in accordance with this Section 5.148.3, all fees and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such fees and expenses, whether or not the Parties acknowledge and agree Merger is consummated; provided however, that the Company and the Buyer shall share equally (i) the filing fee of the Buyer’s pre-merger notification report under the HSR Act and all fees and expenses set forth on Schedule 7.3 incurred by the Buyer or the Company in seeking approvals under all other applicable Antitrust Laws, and (ii) all fees and expenses, other than accountants’ and attorneys’ fees, incurred with respect to Company Disclosure Schedules shall be borne by Parentthe printing, filing and mailing of the Joint Proxy Statement/Prospectus (including any related preliminary materials) and the Registration Statement and any amendments or supplements thereto. (b) In The Company shall pay the Buyer a termination fee of $15,000,000 in the event thatof the termination of this Agreement: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent Buyer pursuant to Section 7.1(b)(i8.1(f) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.1(h); or (iiiii) by the Buyer or the Company pursuant to Section 8.1(d) if, at or prior to the time of such failure, there shall have been announced an Acquisition Proposal relating to the Company that shall not have been absolutely and unconditionally withdrawn and abandoned, and within 12 months after such termination there shall have been consummated any transaction, or any agreement shall have been entered into providing for, (A) the merger or combination of the Company (other than solely with a wholly owned Subsidiary of the Company), (B) the issuance by the Company or any of its Subsidiaries of over 20% of its equity securities (other than pursuant to any underwritten or broadly distributed offering) or (C) the acquisition (including without limitation through any license) in any manner, directly or indirectly, of more than 20% of the equity securities or assets that constitute or account for over 20% of the consolidated net revenues, net income or assets of the Company (a “Tail Transaction”). Any fee due under Section 8.3(b)(i) shall be paid by wire transfer of same-day funds within one business day after the date of termination of this Agreement. Any fee due under Section 8.3(b)(ii) shall be paid by wire transfer of the same-day funds within one business day after the consummation of the Tail Transaction. (c) The Buyer shall pay the Company a termination fee of $15,000,000 in the event of the termination of this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(g); then, in any such event, the Company shall pay to Parent a . Any fee of $9,500,000 (the “Company Termination Fee”), which due under this Section 8.3(c) shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made paid by wire transfer of same same-day funds to within one business day after the accounts designated by Parent (i) on the earliest date of the execution termination of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii)this Agreement. (d) The Company acknowledges parties acknowledge that the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties parties would not enter into this Agreement. Accordingly, if If one party fails to promptly pay to the Company fails promptly to pay other any amounts expense reimbursement or fee due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3hereunder, the Company defaulting party shall pay to Parent its the costs and expenses (including reasonable attorneys’ legal fees and expenses) in connection with such suitany action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amounts due pursuant to this Section 7.3 amount of any unpaid fee at the publicly announced prime rate of Bank of America, N.A. plus two percent per annum, compounded quarterly, from the date such payment expense reimbursement or fee was required to be made until paid. Payment of the date fees and expenses described in this Section 8.3 shall not be in lieu of payment at damages incurred in the prime lending rate as published event of a breach of this Agreement described in The Wall Street Journal in effect on the date such payment was required to be madeclause (i) of Section 8.2.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as provided in accordance with Section 5.14paragraph (b) below, all fees costs and expenses incurred in connection with this Agreement, the Mergers Agreement and the other consummation of the transactions contemplated hereby shall be paid by Parent. For purposes of clarity, the Parties acknowledge party incurring such costs and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parentexpenses. (b) In the event thatIf this Agreement is terminated: (i) at a time when Buyer or Acquisition is entitled to terminate this Agreement in accordance with Section 8.1(b), Section 8.1(e)(i) hereof (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly solely due to the Company’s stockholders or is otherwise publicly disclosed and Minimum Condition not withdrawn having been met at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management time of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(isuch termination) or Section 7.1(b)(iii8.1(e)(ii) or by Parent pursuant to Section 7.1(c)(i)and, and within twelve (312) within 12 months after the date of such termination, the Company enters into an agreement in agreement, arrangement or understanding (including a letter of intent) with respect of any Acquisition Proposal, to or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of consummates any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes however, if prior to the time of delivery of the written notice of such termination in accordance with Section 8.2: (A) but in no event later than ten (10) days prior to the date of termination of this Agreement, (1) the Company had given Buyer written notice of a breach of any representation, warranty or covenant of Buyer or Acquisition in this Agreement in accordance with Section 8.1(d)(ii) and (2) such breach had not been cured by Buyer or Acquisition in accordance with Section 8.1(d)(ii); or (B) the Company was properly entitled to terminate this Agreement in accordance with Section 8.1(d)(iii), and in the case of either clause (3A) or (B), each reference the Company was not in material breach of this Agreement, then the Company shall not be obligated to “20%” in the definition of “Acquisition Proposal” pay, and Buyer shall not be deemed entitled to be a reference receive, any Expense Reimbursement or Termination Fee pursuant to “50%”this Section 9.1(b)(i)); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.1(d)(i), Section 8.1(e)(iii) or Section 8.1(e)(iv); or (iii) this Agreement is terminated by then Buyer shall be entitled to receive from the Company pursuant (in accordance with Section 9.1(c) below) (A) reimbursement for the out-of-pocket expenses of Buyer and Acquisition (including printing fees, filing fees and fees and expenses of their legal and financial advisors and all fees and expenses payable to Section 7.1(d)(iiany financing sources) related to this Agreement, the Shareholders Agreement, the transactions contemplated hereby and thereby and any related financing up to a maximum of $750,000 (such reimbursement amount, the "Expense Reimbursement") and (B) an amount equal to $3,500,000 (such amount, the "Termination Fee"); thenprovided, in any such eventhowever, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment (1) Termination Fee or one (1) Expense Reimbursement be paid to Buyer by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraudCompany. (c) Payment of Any amounts owing by the Company Termination Fee to Buyer pursuant to Section 9.1(b) above shall be made paid as follows: (i) if either the Company, on the one hand, or Buyer or Acquisition, on the other hand, shall have terminated this Agreement (but only to the extent such terminating party is entitled to do so) pursuant to the circumstances contemplated by Section 9.1(b)(i) above, then such amounts shall be paid by the Company to Buyer by wire transfer of same day immediately available funds to the accounts designated by Parent (i) on the earliest date on which the Company shall have entered into an agreement, arrangement or understanding (including a letter of the execution of a definitive agreement intent) with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in or, if earlier, the case date of a Company Termination Fee payable pursuant to Section 7.3(b)(i), consummation of any Acquisition Proposal; (ii) within three Business Days of a termination by Parent if the Company shall have terminated this Agreement (but only to the extent it is entitled to do so) pursuant to the circumstances contemplated by Section 7.1(c)(ii)9.1(b)(ii) above, or (iii) simultaneously with, then such amounts shall be paid by the Company to Buyer by wire transfer of immediately available funds on the date of such termination and as a condition precedent for such termination; and (iii) if Buyer or Acquisition shall have terminated this Agreement (but only to the effectiveness ofextent it is entitled to do so) pursuant to the circumstances contemplated by Section 9.1(b)(ii) above, a termination then such amounts shall be paid by the Company pursuant to Section 7.1(d)(ii)Buyer by wire transfer of immediately available funds no later than the next Business Day succeeding the date of such termination. (d) The Company acknowledges that the agreements contained Termination Fee and Expense Reimbursement provided for in this Section 7.3 9.1 are an integral part of the transactions contemplated by this AgreementAgreement and not a penalty, and that, without these agreementsthe Termination Fee and Expense Reimbursement provided for above, the Parent Parties Buyer and Acquisition would not enter into this Agreement. AccordinglyFurthermore, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth nothing in this Section 7.39.1 shall be deemed to limit any liability of any party for any breach in any material respect of any representations, the Company shall pay warranties or covenants contained in this Agreement that occurs prior to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to termination of this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be madeAgreement.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with this Section 5.149.3, all fees and expenses incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe Party incurring such fees or expenses, whether or not the Merger is consummated; provided that the Parties acknowledge and agree that will share equally any Form S-4 filing fees as may be required to consummate the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne transactions contemplated by Parentthis Agreement. (b) In the event thatthat this Agreement is terminated: (i) (1A)(x) by CCI pursuant to Section 9.1(d)(i)(CMR Terminating Breach), and after the date hereof and prior to the breach or failure to perform giving rise to such right of termination, a bona fide Acquisition Proposal (with, for all purposes of this AgreementSection 9.3(b)(i)(A)(x), all percentages included in the definition of “Acquisition Proposal” increased to 50%) has been publicly announced, disclosed or otherwise communicated to the CMR Board or any Person shall have publicly announced an Acquisition Proposal intention (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting make such an Acquisition Proposal or (y) is by CCI or CMR pursuant to Section 9.1(b)(i)(Outside Date) or Section 9.1(b)(iii)(Failure to Obtain Stockholder Approval), and after the date of this Agreement but prior to obtaining the Stockholder Approval, an Acquisition Proposal has been made to CMR or publicly announced, disclosed or otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), CMR’s stockholders and (3B) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any an Acquisition Proposal with respect to CMR is consummated or CMR enters into a definitive agreement in respect of an Acquisition Proposal with respect to CMR that is later consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior CMR Parties shall pay to termination hereof (provided, that for purposes of this clause (3), each reference CCI an amount equal to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”)Termination Payment; (ii) this Agreement is terminated by Parent CMR pursuant to Section 7.1(c)(ii9.1(c)(iv)(Superior Proposal), then the CMR Parties shall pay to CCI an amount equal to the Termination Payment; or (iii) this Agreement is terminated by the Company CCI pursuant to Section 7.1(d)(ii9.1(d)(ii)(Adverse Recommendation Change); then, in any such event, then the Company CMR Parties shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds CCI an amount equal to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii)Payment. (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as provided in accordance with this Section 5.145.8, all fees and expenses incurred in connection with the Merger, this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parent. For purposes the party incurring such fees or expenses, whether or not the Merger is consummated, except that each of clarityAcquiror and the Company shall bear and pay one-half of the costs and expenses incurred in connection with the filing, printing and mailing of the Parties acknowledge Form S-4 and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentJoint Proxy Statement (including SEC filing fees). (b) In the event that: that (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.1(f); then, in any such event, then the Company shall promptly, but in no event later than two days after the date of termination pursuant to this clause (i), pay to Parent Acquiror a fee of equal to $9,500,000 140.0 million (the “"Company Termination Fee”"), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made payable by wire transfer of same day funds funds, or (ii)(x) a Company Takeover Proposal shall have been made known to the accounts designated Company or any of its subsidiaries or has been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Company Takeover Proposal which, in any such case, has not been publicly withdrawn prior to the Company Stockholders Meeting, (y) thereafter, this Agreement is terminated by Parent either the Company or Acquiror pursuant to Section 7.1(b)(ii), and (iz) on within 18 months of such termination the earliest Company or any of its subsidiaries enters into any Company Acquisition Agreement or consummates any Company Takeover Proposal (for the purposes of the foregoing proviso the terms "Company Acquisition Agreement" and "Company Takeover Proposal" shall have the meanings assigned to such terms in Section 4.2 except that the references to "15%" in the definition of "Company Takeover Proposal" in Section 4.2(a) shall be deemed to be references to "35%" and "Company Takeover Proposal" shall only be deemed to refer to a transaction involving the Company, or with respect to assets (including the shares of any subsidiary), the Company and its subsidiaries, taken as a whole, and not any of its subsidiaries alone), then the Company shall pay Acquiror the Company Termination Fee, payable by wire transfer of same day funds, no later than two days after the first to occur of the execution of a definitive agreement with respect to, submission to Company Acquisition Agreement or the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) Takeover Proposal. The Company acknowledges that the agreements contained in this Section 7.3 5.8(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Acquiror would not enter into this Agreement. (c) In the event that (i) this Agreement is terminated by Acquiror pursuant to Section 7.1(d), then Acquiror shall promptly, but in no event later than two days after the date of such termination, pay the Company a fee equal to $140.0 million (the "Acquiror Termination Fee"), payable by wire transfer of same day funds, or (ii) (x) an Acquiror Takeover Proposal shall have been made known to Acquiror or any of its subsidiaries or has been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make an Acquiror Takeover Proposal which, in any such case, has not been publicly withdrawn prior to the Acquiror Stockholders Meeting, (y) thereafter, this Agreement is terminated by either the Company or Acquiror pursuant to Section 7.1(b)(iii), and (z) within 18 months of such termination Acquiror or any of its subsidiaries enters into any Acquiror Acquisition Agreement or consummates any Acquiror Takeover Proposal (for the purposes of the foregoing proviso the terms "Acquiror Acquisition Agreement" and "Acquiror Takeover Proposal" shall have the meanings assigned to such terms in Section 4.3 except that the references to "15%" in the definition of "Acquiror Takeover Proposal" in Section 4.3(a) shall be deemed to be references to "35%" and "Acquiror Takeover Proposal" shall only be deemed to refer to a transaction involving Acquiror, or with respect to assets (including the shares of any subsidiary), Acquiror and its subsidiaries, taken as a whole, and not any of its subsidiaries alone), then Acquiror shall pay the Company the Acquiror Termination Fee, payable by wire transfer of same day funds, no later than two days after the first to occur of the execution of an Acquiror Acquisition Agreement or the consummation of an Acquiror Takeover Proposal. Acquiror acknowledges that the agreements contained in this Section 5.8(c) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties Company would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as provided in accordance with this Section 5.146.06 and Section 6.09, all fees and expenses incurred in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby Transactions shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentMerger is consummated. (b) In The Company shall pay to Parent: (1) the event that: Termination Fee if: (i) the Company terminates this Agreement pursuant to Section 8.01(f); (1ii) Parent terminates this Agreement pursuant to Section 8.01(c) or Section 8.01(d) (other than pursuant to Section 8.01(d)(i) in connection with a Non-Intervening Event Adverse Recommendation Change); or (iii) (A) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed Agreement and not withdrawn at least seven Business Days prior to the termination of this Agreement pursuant to Article VIII, any Person makes a Company Stockholders Meeting Takeover Proposal or (y) is otherwise communicated to senior management of the amends a Company or the Company BoardTakeover Proposal made after January 1, 2009, (2B) this Agreement is terminated by either (x) the Company or Parent pursuant to Section 8.01(b)(i) or, (y) by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i8.01(b)(iii), and (3C) in any such case, within 12 ten and one-half (10 ½) months after the date of such termination, the Company or any Company Subsidiary enters into an agreement Acquisition Agreement with respect to any Company Takeover Proposal or consummates any Company Takeover Proposal (provided, that any Company Takeover Proposal referred to in respect of any Acquisition Proposalclause (A), (B) or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, (C) need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (Company Takeover Proposal); provided, that that, for purposes of this clause (3iii), each reference references in the term “Company Takeover Proposal” to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference references to “50%”; and (2) a fee in an amount equal to $10,000,000 (the “Withdrawal Fee”);, if Parent terminates this Agreement pursuant to Section 8.01(d)(i) in connection with a Non-Intervening Event Adverse Recommendation Change. Any Termination Fee or Withdrawal Fee due under this Section 6.06(b) shall be paid by wire transfer of same-day funds on the date of termination of this Agreement (except that in the case of termination pursuant to clause (1)(iii) of the first sentence of this Section 6.06(b) above, such payment shall be made on the date of execution of such Acquisition Agreement or, if earlier, consummation of such transaction). (iic) If the Termination Fee or the Withdrawal Fee is payable pursuant to Section 6.06(b) (other than following a termination of this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.01(c); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, then the Company shall pay to Parent, forthwith upon demand by Parent, the Parent a fee Expenses incurred by Parent through the date of $9,500,000 termination of this Agreement (in the “Company Termination Fee”case that the Withdrawal Fee is paid pursuant to Section 6.06(b)(2), which shall be in amount not to exceed $2,000,000, and in the sole and exclusive remedy of case that the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee is payable pursuant to this Section 7.3 shall 6.06(b)(1), in an amount not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (cto exceed $1,000,000) Payment of the Company Termination Fee shall be made by wire transfer of same same-day funds to the one or more accounts designated by Parent. “Parent (i) on the earliest of the execution of a definitive agreement with respect toExpenses”, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal as used in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, shall include all reasonable and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs documented out of pocket fees and expenses (including reasonable attorneys’ all fees and expensesexpenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts, consultants and other Representatives) of Parent and Sub and their respective Affiliates in connection with such suitor related to the Transactions, together with interest on including the amounts due authorization, preparation, negotiation and performance of this Agreement, the Financing Commitments and the other transactions and documents contemplated hereby or thereby (including the Financing or any alternative financing obtained pursuant to this Section 7.3 from 6.09), the date such payment was required due diligence investigation of the Company and the Company Subsidiaries in connection therewith, and all other matters relating to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required Closing; provided, however, that Parent Expenses shall not include any fees or expenses incurred prior to be madeDecember 29, 2009.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by Whether or not the Company in accordance with Section 5.14Merger is consummated, except as otherwise specifically provided herein, all fees costs and expenses incurred in connection with the Offer, this Agreement, the Mergers Agreement and the other transactions contemplated hereby by this Agreement shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parentparty incurring such expenses. (b) In the event that: that this Agreement is terminated pursuant to Section 8.1(e), (if) or (g) (B) or pursuant to Section 8.1(c) following the termination of the Offer by the Purchaser as a result of the failure to satisfy any of the conditions set forth in paragraph (c) (1) after of Annex I, then the date Company shall simultaneously with such termination (or, in the case of a termination by Parent, within one business day thereafter) reimburse Parent for the out-of-pocket fees and expenses of Parent and the Purchaser (including printing fees, filing fees and fees and expenses of its legal and financial advisors) related to the Offer, this Agreement, the transactions contemplated hereby and any related financing up to a maximum of $25 million (collectively "Expenses"), and at the same time pay Parent a termination fee of $220 million (the "Termination Fee") in immediately available funds by wire transfer to an Acquisition Proposal (whether or not conditional) account designated by Parent. In the event that (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i8.1(g)(A) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i8.1(c) following the termination of the Offer by the Purchaser as a result of the failure to satisfy any of the conditions set forth in paragraph (c)(2), (3) or (4) of Annex I, and (3y) within 12 twelve months after of the date of such termination, the Company enters shall enter into an agreement in respect of any Acquisition Proposal, or recommends or submits for an Acquisition Proposal to Transaction with any person other than Parent and its stockholders for adoptionaffiliates, or a transaction in respect of any Acquisition Proposal is consummatedthen, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any or simultaneously with entering into such eventagreement, the Company shall pay Parent the Termination Fee and reimburse Parent and the Purchaser for their Expenses, in each case in immediately available funds by wire transfer to Parent an amount designated by Parent. Without limiting the foregoing, in the event this Agreement is terminated pursuant to Section 8.1(c) as a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy result of the Parent Parties against failure to satisfy the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements conditions set forth in this Agreement or intentional fraudparagraph (e) of Annex I, then the Company shall promptly (and in any event with one business day after such termination) reimburse Parent for Expenses in immediately available funds by wire transfer to an account designated by Parent. (c) Payment of the Company Termination Fee The prevailing party in any legal action undertaken to enforce this Agreement or any provision hereof shall be made by wire transfer of same day funds entitled to recover from the accounts designated by Parent (i) on other party the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees ' and expensesexpert witness fees) incurred in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be madeaction.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as set forth in accordance with this Section 5.148.3, all fees and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such fees and expenses, whether or not the Parties acknowledge and agree Merger is consummated; provided however, that the expenses set forth on Schedule 7.3 Company and the Parent shall share equally all fees and expenses, other than accountants’ and attorneys’ fees, incurred with respect to Company Disclosure Schedules shall be borne by Parentthe printing, filing and mailing of the Joint Proxy Statement/Prospectus (including any related preliminary materials) and the Registration Statement and any amendments or supplements thereto. (b) In The Company shall pay the event thatParent a termination fee of $1,324,600 (which shall include all expenses and fees) if: (i) this Agreement is terminated pursuant to (1A) Section 8.1(b) (without the Company Stockholders Meeting having occurred) or (B) Section 8.1(d) if in the case of each of clauses (A) and (B) at any time after the date of this Agreement, Agreement and before such termination an Acquisition Proposal (whether shall have been publicly announced or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior communicated to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 twelve months after the date of such termination, termination the Company enters into an any definitive agreement in with respect of any Acquisition Proposal, or recommends or submits to an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any an Acquisition Proposal relating to the Company is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”);; or (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.1(f) (except for a termination pursuant to clause (i) of Section 8.1(f) regarding Dissenting Shares); or (iii) this Agreement is terminated pursuant to Section 8.1(g) (x) resulting from a failure to satisfy the condition set forth in Section 7.2(a) based upon a breach of a representation or warranty by the Company, which representation or warranty was known by the Company pursuant to be false when made, or (y) resulting from a failure to satisfy the condition set forth in Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent 7.2(b) based upon a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole material and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment knowing breach by the Company of its obligations under this Agreement required to be performed by it on or prior to the Closing Date, if at any time after the date of this Agreement and before such termination an Acquisition Proposal shall have been publicly announced and remains outstanding and within six months of such termination the Company Termination Fee enters into any definitive agreement with respect to the Acquisition Proposal or the Acquisition Proposal relating to the Company is consummated; or (iv) this Agreement is terminated pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud8.1(i). (c) Payment The Company shall pay the Parent a termination fee of $716,000 (which shall consist of all expenses and fees) if: (i) this Agreement is terminated pursuant to Section 8.1(d) so long as the Company Termination Fee has not breached this Agreement with respect to its obligations contained in Sections 6.1 or 6.5; or (ii) this Agreement is terminated pursuant to Section 8.1(f)(i) with respect to Dissenting Shares. Any fee due under Sections 8.3(b) and (c) shall be made paid by wire transfer of same the same-day funds to the accounts designated by Parent funds: (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i8.3(b)(i) and Section 8.3(b)(iii), on the earlier to occur of the date on which the Company (A) enters into the definitive agreement or (B) consummates the Acquisition Proposal referred to therein; and (ii) within three Business Days in the case of a termination by Parent pursuant to Section 7.1(c)(ii8.3(b)(ii), or (iiiSection 8.3(b)(iv), Section 8.3(c)(i) simultaneously with, and as a condition to Section 8.3(c)(ii)within one business day after the effectiveness of, a termination by of the Company pursuant to Section 7.1(d)(ii)Agreement. (d) The Parent shall pay the Company acknowledges up to $1,324,600 (which shall include all expenses and fees) if: (i) this Agreement is terminated pursuant to Section 8.1(h) (x) resulting from a failure to satisfy the condition set forth in Section 7.3(a) based upon a breach of a representation or warranty by the Parent that was known by the Parent to be false when made, or (y) resulting from a failure to satisfy the condition set forth in Section 7.3(b) based upon a material and knowing breach by the Parent of its obligations under this Agreement required to be performed by it on or prior to the Closing Date; or (ii) this Agreement is terminated pursuant to Section 8.1(j). (e) The Parent shall pay the Company up to $716,000 (which shall include all expenses and fees) if this Agreement is terminated pursuant to Section 8.1(e). Any fee due under Sections 8.3(d) and (e) shall be paid by the Parent by wire transfer of same-day funds within one business day after the date of termination of this Agreement. (f) The parties acknowledge that the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties parties would not enter into this Agreement. AccordinglyFor the avoidance of doubt, if the Company fails promptly a party pays a termination fee pursuant to any of Sections 8.3(b) through (e) hereof, it shall not be obligated to pay an additional termination fee or any amounts due additional portion thereof pursuant to this Section 7.38.3; provided, andhowever, in order to obtain such payment, Parent commences a suit that results in a judgment against payment of the Company for the amounts set forth fees and expenses described in this Section 7.3, 8.3 shall not be in lieu of damages incurred in the Company shall pay to Parent its costs and expenses event of a breach of this Agreement described in clause (including reasonable attorneys’ fees and expensesi) in connection with such suit, together with interest on the amounts due pursuant to this of Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made8.2.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with this Section 5.148.3, all fees and expenses incurred in connection with this Agreement, the Mergers Offer, the Merger and the other transactions contemplated hereby shall be borne and timely paid by Parent. For purposes the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated, except that the filing fees related to the filing of claritya Notification and Report Form pursuant to the HSR Act in connection with the Offer, the Parties acknowledge Merger and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules other transactions contemplated hereby (other than attorneys’ fees, accountants’ fees and related expenses), shall be borne and timely paid by Parent. (b) In the event that: (i) (1A) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) intention to make an Acquisition Proposal is made directly to the Company’s stockholders or is shareholders, otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or Company, the Company BoardBoard or a committee thereof, and (2B) this Agreement is thereafter terminated by the Company or Parent pursuant to Section 7.1(b)(i8.1(b)(ii) (other than if the sole reason the Acceptance Time has not occurred by the Outside Date is because one or more of the conditions set forth in clauses (b) (other than if the failure to satisfy such condition was caused solely by the Company’s breach of this Agreement), (c) or Section 7.1(b)(iii(d) of Exhibit A has not been satisfied or waived prior to the Outside Date), or by Parent pursuant to Section 7.1(c)(i8.1(c)(i), then (1) the Company shall pay to Parent by wire transfer of same day funds to the account or accounts designated by Parent or its designee the Expenses within two Business Days after receipt from Parent of documentation supporting such Expenses, and (32) if, concurrently with or within 12 twelve months after the date of any such termination, (x) the Company or any of its Subsidiaries enters into an a definitive agreement in with respect of any Acquisition Proposalto, or the Company Board or any committee thereof recommends or submits to the Company’s shareholders, an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any (y) an Acquisition Proposal is consummated, whichthe Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Termination Fee concurrently with the earlier of the entry into such definitive agreement with respect to, in each caserecommendation of, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes consummation of this clause (3), each reference to “20%” in the definition of “such Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.1(c)(ii) or Section 8.1(c)(iii), the Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Termination Fee within two Business Days after such termination; orand (iii) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(d)(ii); then, in any such event, the Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Termination Fee concurrently with such termination (as a fee of $9,500,000 (the “Company Termination Fee”condition to such termination), which shall be the sole and exclusive remedy of the Parent Parties against the Company, ; it being understood that (x) in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that occasion and (y) in no event shall the payment amount of Termination Fee and Expenses to be paid by the Company of the Company Termination Fee to Parent and any designee pursuant to this Section 7.3 shall not relieve 8.3 exceed $3,395,000.00 in the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraudaggregate. (c) Payment For purposes of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made8.3.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with this Section 5.148.3, all fees and expenses incurred in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby shall be paid by Parent. For purposes the party incurring such fees or expenses, whether or not the Merger is consummated, except that at the Effective Time, all reasonable, documented out-of-pocket fees and expenses (including all reasonable fees and expenses of claritycounsel, accountants, investment bankers, experts and consultants to the Parties acknowledge Company and agree that its Subsidiaries) incurred by the expenses set forth on Schedule 7.3 Company and its Subsidiaries prior to Company Disclosure Schedules the Effective Time in connection with the authorization, preparation, investigation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby, shall be borne payable by Parenttheir successors, if applicable. (b) In the event that: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2A) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i8.1(b)(i) or Section 7.1(b)(iii8.1(b)(iii), (B) or by Parent pursuant prior to Section 7.1(c)(i)such termination, a Company Acquisition Proposal is publicly made and not withdrawn, and (3C) within 12 twelve (12) months after the date of such termination, (1) the Company enters into an a written definitive agreement in respect providing for the consummation of any Company Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of (2) any Company Acquisition Proposal is consummated, which, in each case, need not be the same Company Acquisition Proposal that was made, disclosed or communicated prior to termination hereof hereof, then, in any such event, the Company shall pay to Parent, on the date that is the earlier to occur of (1) or (2), by wire transfer of immediately available funds, to an account designated in writing by Parent, a fee of $2,000,000 (the “Company Termination Fee”) (provided, that for purposes of this clause (3C), each reference to “20fifteen percent (15%” ) in the definition of “Company Acquisition Proposal” shall be deemed to be a reference to “fifty percent (50%”)); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.1(c)(ii), the Company shall pay to Parent the Company Termination Fee, as promptly as reasonably practicable after termination (and, in any event, within two (2) Business Days thereof), by wire transfer of immediately available funds, to an account designated in writing by Parent; or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(d)(iii); , substantially concurrently with or prior to (and as a condition to) such termination, the Company shall pay to Parent the Company Termination Fee. (c) In the event that: (i) (A) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iv), (B) prior to such termination, a Parent Acquisition Proposal is publicly made and not withdrawn, and (C) within twelve (12) months after the date of such termination, (1) Parent enters into a written definitive agreement providing for the consummation of any Parent Acquisition Proposal, or (2) any Parent Acquisition Proposal is consummated, which, in each case, need not be the same Parent Acquisition Proposal that was made, disclosed or communicated prior to termination hereof, then, in any such event, the Company Parent shall pay to Parent Company, on the date that is the earlier to occur of (1) or (2), by wire transfer of immediately available funds, to an account designated in writing by the Company, a fee of $9,500,000 2,000,000 (the “Parent Termination Fee”, and together with the Company Termination Fee, the “Termination Fees”) (provided, that for purposes of this clause (C), which each reference to fifteen percent (15%) in the definition of “Parent Acquisition Proposal” shall be deemed to be a reference to fifty percent (50%)); (ii) this Agreement is terminated by the sole and exclusive remedy of Company pursuant to Section 8.1(d)(ii), then Parent shall pay to the Company the Parent Parties against Termination Fee, as promptly as reasonably practicable after termination (and, in any event, within two (2) Business Days thereof), by wire transfer of immediately available funds, to an account designated in writing by the Company; or (iii) this Agreement is terminated by Parent pursuant to Section 8.1(c)(iii), it substantially concurrently with or prior to (and as a condition to) such termination, Parent shall pay to the Company the Parent Termination Fee. It being understood that in no event shall the Company or Parent be required to pay the Company Termination Fee or Parent Termination Fee, as applicable, on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 or Parent of the Parent Termination Fee shall not relieve the Company or Parent, respectively, from any liability or damage resulting from a willful Willful and material breach Material Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If this Agreement is terminated by Company or intentional fraud. (cParent for any reason other than those mentioned in Section 8.3(b) Payment of the Company or Section 8.3(c), no Termination Fee shall be made payable by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii)either party. (d) The Company acknowledges parties hereto acknowledge that the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties parties would not enter into this Agreement. Accordingly, if either the Company or Parent fails promptly to timely pay any amounts due pursuant to this Section 7.38.3, and, in order to obtain such payment, Parent the other party commences a suit that results in a judgment against the Company first party for the amounts set forth in this Section 7.38.3, the Company first party shall pay to Parent the other party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 8.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. (e) The parties agree that notwithstanding anything in this Agreement to the contrary (other than with respect to claims for, or arising out of or in connection with, a Willful and Material Breach hereof), (i) in the event that any Termination Fee is paid to a party in accordance with this Section 8.3, the payment of such Termination Fee shall be the sole and exclusive remedy of such party, its subsidiaries, shareholders, affiliates, officers, directors, employees and Representatives against the other party or any of its Representatives or affiliates for, and (ii) in no event will the party being paid any Termination Fee or any other such person seek to recover any other money damages or seek any other remedy based on a claim in Law or equity with respect to, in each case of clause (i) and (ii), (A) any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and (iii) upon payment of any Termination Fee in accordance with this Section 8.3, no party nor any Affiliates or Representatives of any party shall have any further liability or obligation to the other party relating to or arising out of this Agreement or the transactions related thereto; provided that (x) the Confidential Disclosure Agreement and the Surviving Provisions shall survive any termination of this Agreement in accordance with its terms and (y) payment of the Termination Fee shall not shall relieve either party from any liability or obligation under the Surviving Provisions.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with this Section 5.149.3, all fees and expenses incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby Expenses shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Merger is consummated; provided that the Parties acknowledge and agree that will share equally any Form S-4 filing fees as may be required to consummate the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne transactions contemplated by Parentthis Agreement. (b) In the event thatthat this Agreement is terminated: (i) (1A) by STAR pursuant to Section 9.1(d)(i), on account of a failure to perform any obligation, covenant or agreement on the part of any of the STAR III Parties set forth in this Agreement, and after the date hereof and prior to the failure to perform giving rise to such right of this Agreementtermination, an Acquisition Proposal (with, for all purposes of this Section 9.3(b)(i), all percentages included in the definition of “Acquisition Proposal” increased to 50%) has been publicly announced, disclosed or otherwise communicated to the STAR Board or any Person shall have publicly announced an intention (whether or not conditional) to make such an Acquisition Proposal or (xB)(x) is made directly by STAR III or STAR pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii), and after the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days date of this Agreement but prior to the Company Stockholders Meeting Meeting, an Acquisition Proposal with respect to STAR III has been publicly announced, disclosed or otherwise communicated to STAR III’s stockholders (and not withdrawn) or any Person shall have publicly announced an intention (whether or not conditional) to make such an Acquisition Proposal and (y) is otherwise communicated to senior management of the Company or the Company Board, within twelve (212) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any an Acquisition Proposal with respect to STAR III is consummated or STAR III enters into a definitive agreement in respect of an Acquisition Proposal with respect to STAR III that is later consummated, which, in each case, need not be STAR III shall pay to STAR the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”)Full Termination Payment; (ii) this Agreement is terminated by Parent STAR III pursuant to Section 7.1(c)(ii9.1(c)(ii), then STAR III shall pay to STAR (A) an amount equal to the Go Shop Termination Payment if such termination occurs no later than five (5) Business Days after (x) the Go-Shop Period End Time or (y) in the event of timely delivery of a STAR III Change Notice, the negotiation period contemplated by Section 7.3 (e)(ii) and (B) an amount equal to the Full Termination Payment if the event giving rise to STAR III’s termination right occurred thereafter; or (iii) this Agreement is terminated by the Company STAR pursuant to Section 7.1(d)(ii9.1(d)(ii); then, in any such event, the Company then STAR III shall pay to Parent a fee of $9,500,000 STAR (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (cA) Payment of the Company Termination Fee shall be made by wire transfer of same day funds an amount equal to the accounts designated by Parent Go Shop Termination Payment if the event giving rise to STAR’s termination right occurred no later than five (i5) on Business Days after (x) the earliest Go-Shop Period End Time or (y) in the event of the execution timely delivery of a definitive agreement with respect toSTAR III Change Notice, submission the negotiation period contemplated by Section 7.3(e)(ii) and (B) an amount equal to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Full Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, Payment if the Company fails promptly event giving rise to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be madeSTAR’s termination right occurred thereafter.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company in accordance with Section 5.14as provided below, all fees and expenses incurred in connection with this Agreementthe Offer, the Mergers Merger and the other transactions contemplated hereby Transactions shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge Offer or the Merger is consummated, except that printing costs related to the Transactions are to be shared equally between the Company and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parent. (b) In the event that: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.1(e) or by Parent or Sub pursuant to Section 9.1(d)(i); then, or (ii) (A) the Company has knowledge of a Company Takeover Proposal, (B) a Company Takeover Proposal shall have been made directly to holders of Company Common Stock or (C) any person has announced an intention (whether or not conditional) to make a Company Takeover Proposal, and thereafter this Agreement is terminated pursuant to Section 9.1(b)(ii), 9.1(c), or 9.1(d)(ii), and within twelve months of such termination the Company either enters into an Acquisition Agreement or consummates a Company Takeover Proposal, then the Company shall promptly, but in any no event later than the date of the earliest such event, the Company shall pay to Parent a fee of equal to $9,500,000 15,000,000 (the “Company Termination Fee”TERMINATION FEE), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made payable by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii)funds. (dc) The Company acknowledges that the agreements contained in this Section 7.3 7.6 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, the Parent Parties and Sub would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts make a payment due pursuant to this Section 7.37.6, and, in order to obtain such payment, Parent or Sub commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3Company, the Company shall pay to Parent its and Sub their reasonable costs and expenses (including reasonable attorneys’ ' fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to amount set forth in this Section 7.3 from the date such payment was required to be made until the date of payment 7.6 at the prime lending rate as published in The Wall Street Journal of Citibank, N.A. in effect on the date such payment was required to be made. The Company acknowledges and agrees that the payment of any amounts due pursuant to this Section 7.6 shall not constitute the exclusive remedy of Parent and Sub under this Agreement. Without limiting the generality of the foregoing, in the event of a breach or deemed breach by the Company of Section 6.2, Parent and Sub shall be entitled to the remedies set forth in Section 10.10, including an injunction, and all other remedies available at law or in equity to which Parent and Sub are entitled. (d) In no event shall more than one Termination Fee be payable hereunder.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company in accordance with Section 5.14, all Seller and Buyer shall bear their own fees and expenses incurred in connection with this Agreement and in connection with all obligations required to be performed by each of them under this Agreement, except (i) as provided in Section 6.06(b) or as otherwise specifically provided elsewhere in this Agreement, (ii) that Buyer shall bear all liabilities that Seller or the Mergers and Seller Entities may have pursuant to the other transactions contemplated hereby shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth Employment Agreements listed on Schedule 7.3 4.16(a), including any liabilities to Company Disclosure Schedules provide post-employment benefits to the Chief Executive Officer of HBI (but excluding any sale bonuses to any employees of any Seller Entity), and (iii) that Buyer shall be borne by Parentbear all accounting fees and expenses relating to the preparation of the CB&I Proxy Statement. (b) In the event that: (i) (1) after To compensate Seller and its Affiliates for entering into this Agreement and taking action to consummate the date transactions contemplated hereby and incurring the costs and expenses related thereto and other losses and expenses, including the foregoing by Seller of this Agreementother opportunities, an Acquisition Proposal (whether or not conditional) (x) is made directly Buyer and Seller agree that Buyer shall pay to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) Seller $5,000,000 if this Agreement is terminated by the Company or Parent CB&I pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii12.01(c) or by Parent Seller pursuant to Section 7.1(c)(i12.01(d) (due to receipt of an Alternative Proposal), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”);. (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company Buyer shall pay to Parent a fee of Seller as liquidated damages $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of 1,000,000 if the transactions contemplated by this AgreementAgreement are not consummated by December 31, and that2000 for any reason other than (v) mutual consent in accordance with Section 12.01(a), without these agreements(w) entry of any preliminary or permanent injunction described in Section 12.01(e), the Parent Parties would not enter into this Agreement. Accordingly(x) failure to obtain a necessary approval from any Governmental Authority, if the Company fails promptly (y) a material default or failure to pay any amounts due perform by Seller or (z) pursuant to this Section 7.3, and, 12.01(c) or 12.01(d) in order cases where Buyer is obligated to obtain such payment, Parent commences a suit that results in a judgment against make the Company for the amounts payment set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made6.06(b)(i).

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as set forth in accordance with this Section 5.147.3, all fees and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby Transactions shall be paid by Parentthe party incurring such fees and expenses, whether or not the Merger is consummated. For purposes Parent shall bear and timely pay (i) all filing fees associated with the HSR Act and (ii) all transfer, documentary, sales, use, stamp, registration and other similar Taxes imposed with respect to the Transactions (other than any such Taxes required solely by reason of clarity, a request by a holder of Company Common Stock that payment of the Parties acknowledge and agree that Merger Consideration be made to a Person other than the expenses set forth on Schedule 7.3 to registered holder of such Company Disclosure Schedules shall be borne by ParentCommon Stock). (b) In The Company shall pay Parent a termination fee of $7.5 million (the “Termination Fee”), in the event thatthat this Agreement is terminated: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i7.1(c); (ii) by the Company pursuant to Section 7.1(d); or (iii) by either Parent or the Company pursuant to Section 7.1(b)(i), and Section 7.1(b)(iii) or Section 7.1(e), so long as, (3A) within 12 months after before the date of such termination, a Takeover Proposal shall have been made or publicly announced or otherwise become publicly known, or any Person shall have publicly announced (and not publicly withdrawn without qualification at least ten days prior to the date of termination or, in the case of a termination pursuant to Section 7.1(b)(iii), at least ten days prior to the Company enters Shareholder Meeting (and, if applicable, any adjournment or postponement thereof)) an intention to make a Takeover Proposal; and (B) within twelve months after the date of termination, the Company shall have entered into an a definitive agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition for a Takeover Proposal to its stockholders for adoption, that is subsequently consummated or a transaction in respect of any Acquisition Takeover Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (; provided, that however, that, for purposes of this clause (3Section 7.3(b)(iii), each reference all references to “20%” in the definition of “Acquisition Takeover Proposal” shall be deemed to be a reference references to “50%”); ; and (iiC) this Agreement is terminated by Parent in the case of any termination pursuant to Section 7.1(c)(ii7.1(e); or (iii) this Agreement is terminated by , the circumstances underlying such termination right first arose after the date of such Takeover Proposal or announcement of such intention or the making of any inquiry or expression of potential interest to the Company pursuant to Section 7.1(d)(ii); then, in Board or any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company officer or director of the Company Termination Fee pursuant with respect to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraudTakeover Proposal. (c) Payment of the Company Termination Fee Any fee due under Section 7.3(b)(i) shall be made paid to Parent by wire transfer of same same-day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days after the date of a termination of this Agreement. Any fee under Section 7.3(b)(ii) shall be paid to Parent by wire transfer of same-day funds concurrently with the termination. Any fee due under Section 7.3(b)(iii) shall be paid to Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to by wire transfer of same-day funds within three Business Days after the effectiveness of, a termination by date on which the Company pursuant to Section 7.1(d)(ii). (d) last applicable event referenced therein occurs. The Company acknowledges parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, Transactions and that, without these agreements, the Parent Parties parties would not enter into this Agreement. Accordingly; accordingly, if the Company fails to promptly to pay any amounts amount due pursuant to this Section 7.3, and, in order to obtain such payment, Parent or Merger Sub commences a suit that results in a judgment against the Company for the amounts set forth in any amount due pursuant to this Section 7.3, then the Company shall pay to Parent and Merger Sub its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts amount due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. (d) No more than one Termination Fee may be payable under this Article 7. Parent (for itself and its affiliates) hereby agrees that, upon any termination of this Agreement under circumstances in which Parent is entitled to the Termination Fee under Section 7.1(b), Parent and its Affiliates are precluded from any other remedy against the Company, at law or in equity or otherwise, and neither Parent nor any of its affiliates may seek (and Parent will cause its Affiliates not to seek) to obtain any recovery, Judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Company, its Subsidiaries or Affiliates, or any of their respective Representatives, partners, managers, members, or shareholders in connection with this Agreement or the Transactions; provided that nothing herein shall relieve any party from liability for any fraud or willful breach of this Agreement. “Willful breach” means a breach that is a consequence of an act deliberately taken by the breaching party, or the deliberate failure by the breaching party to take an act it is required to take under this Agreement, in each case with actual knowledge that the taking of, or the failure to take, such act would, or would be reasonably expected to, cause a material breach of this Agreement.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as set forth in accordance with this Section 5.149.3, all fees and expenses Expenses (as defined below) incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parentthe party incurring such Expenses, whether or not the Acquisition Merger is consummated; provided, however, that Parent and the Company shall share equally all Expenses (but not including attorneys' fees and expenses) incurred in connection with the printing and filing of the Joint Proxy Statement/Prospectus (including any preliminary materials related thereto), the Registration Statement (including financial statements and exhibits) and any amendments or supplements thereto and filings by Parent and the Company under the HSR Act or any similar filing requirement of any Governmental Entity applicable to the Acquisition Merger or this Agreement. For purposes of claritythis Agreement, "Expenses" includes all reasonable out-of-pocket expenses (including all reasonable fees and expenses of counsel, accountants, investment bakers, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to the Parties acknowledge authorization, preparation, negotiation, execution and agree that performance of this Agreement and the expenses set forth on Schedule 7.3 transactions contemplated hereby, including the preparation, printing, filing and mailing of the Joint Proxy Statement/Prospectus and Registration Statement and the solicitation of shareholder approvals and all other matters related to Company Disclosure Schedules shall be borne by Parentthe transactions contemplated hereby. (b) In The Company shall pay to Parent (or Nanometrics Delaware as the case may be) a termination fee equal to $8,300,000 (the "Company Termination Fee"), and all Expenses of Parent of within one (1) business day after demand by Parent and by wire transfer of immediately available funds to an account designated in writing by Parent, in the event that: : (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii9.1(h); oror (ii) this Agreement is terminated pursuant to Section 9.1(b), Section 9.1(d) or Section 9.1(f), provided that following the execution and deliver of this Agreement and prior to such termination pursuant to Section 9.1(b), Section 9.1(d), or Section 9.1(f), an Acquisition Proposal or Acquisition Transaction with respect to the Company shall have been publicly announced or otherwise become publicly known and not withdrawn prior to the Company Shareholders Meeting or such termination, or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal or complete an Acquisition Transaction with respect to the Company and not retracted such intention prior to the Company Shareholders Meeting or such termination. 77 (iiic) Parent shall pay to the Company a termination fee equal to $8,300,000 (the "Parent Termination Fee"), and all Expenses of the Company within one (1) business day after demand by the Company and by wire transfer of immediately available funds to an account designated in writing by the Company, in the event that: (i) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.1(h); thenor (ii) this Agreement is terminated pursuant to Section 9.1(b), in Section 9.1(e) or Section 9.1(g), provided that following the execution and deliver of this Agreement and prior to such termination pursuant to any such eventof Section 9.1(b), the Company shall pay 9.1(e) or Section 9.1(g), an Acquisition Proposal or Acquisition Transaction with respect to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole have been publicly announced or otherwise become publicly known and exclusive remedy of not withdrawn prior to the Parent Parties against Shareholders Meeting or such termination, or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal or complete an Acquisition Transaction with respect to Parent and not retracted such intention prior to the Company, it being understood that in no event shall the Company Parent Shareholders Meeting or such termination. (d) All payments to be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee made pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee 9.3 shall be made by wire transfer of same day funds immediately available funds. If either party fails to timely pay the accounts designated by Parent (i) on the earliest Expenses of the execution other party or the Parent Termination Fee or Company Termination Fee, as applicable, pursuant to this Section 9.3, then such party shall pay all costs and expenses (including legal fees and expenses) incurred by the other party in connection with any action or proceeding (including the filing of a definitive agreement any Lawsuit) taken by it to collect such unpaid amounts, together with respect tointerest on such unpaid amounts at the prime lending rate prevailing at such time, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal as published in the case of a Company Termination Fee payable pursuant Wall Street Journal, from the date such amounts were required to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to be paid until the effectiveness of, a termination date actually received by the Company pursuant to Section 7.1(d)(ii)such other party. (de) The Company acknowledges parties acknowledge that the agreements contained in this Section 7.3 9.3 are an integral part of the transactions contemplated by this AgreementAgreement and constitute liquidated damages and not a penalty, and that, without these agreements, the Parent Parties parties would not enter have entered into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company in accordance with Section 5.14as provided below, all fees and expenses incurred in connection with this Agreementthe Merger, the Mergers Subsequent Merger and the other transactions contemplated hereby Transactions, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by Parent. For purposes the party incurring such fees or expenses, whether or not the Merger and the Subsequent Merger is consummated; provided, however, that all HSR Act filing fees and all costs and expenses incurred in connection with the printing, filing and mailing of clarity, the Parties acknowledge Joint Proxy Statement and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules Form S-4 (including the applicable SEC filing fees) shall be borne by Parentdivided equally between Parent and the Company. (b) In Notwithstanding anything in this Agreement to the event that: contrary, if (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i8.01(b)(i) or Section 7.1(b)(iii8.01(b)(iii) or by Parent pursuant to Section 7.1(c)(i), 8.01(c) as a result of the Company’s breach or failure to perform one or more of its covenants in this Agreement and (3ii)(A) within 12 months after a Company Takeover Proposal existed between the date hereof and the date of the termination of this Agreement and (B) such terminationCompany Takeover Proposal was not withdrawn prior to, in the case of a termination pursuant to Section 8.01(b)(i), the Outside Date, in the case of a termination pursuant to Section 8.01(b)(iii), at least five (5) Business Days prior to the date of the Company enters into an agreement in respect of any Acquisition ProposalStockholders Meetings (which withdrawal must have been publicly announced by such date), or recommends in the case of a termination pursuant to Section 8.01(c), prior to the date of the breach of or submits an Acquisition Proposal failure to its stockholders for adoptionperform this Agreement giving rise to the right to terminate this Agreement, or a transaction in respect of any Acquisition Proposal is consummated, whichthen, in each case, need the Company shall reimburse Parent upon demand by wire transfer of immediately available funds to an account specified in writing by Parent for all Transaction Expenses of Parent and its Affiliates within two Business Days after receipt of notice by Parent of all such Transaction Expenses. (c) Notwithstanding anything in this Agreement to the contrary, if (i)(A) this Agreement is terminated by the Company or Parent pursuant to Section 8.01(b)(i) or 8.01(b)(iii) or by Parent pursuant to Section 8.01(c) as a result of the Company’s breach or failure to perform one or more of its covenants in this Agreement, (B)(1) a Company Takeover Proposal existed between the date hereof and the date of the termination of this Agreement and (2) such Company Takeover Proposal was not be withdrawn prior to, in the same Acquisition Proposal that was madecase of a termination pursuant to Section 8.01(b)(i), disclosed or communicated the Outside Date, in the case of a termination pursuant to Section 8.01(b)(iii), at least five (5) Business Days prior to the date of the Company Stockholders Meeting (which withdrawal must have been publicly announced by such date), or in the case of a termination hereof pursuant to Section 8.01(c), prior to the date of the breach of or failure to perform this Agreement giving rise to the right to terminate this Agreement (provided, however, that for purposes if concurrently with or within twelve months after any such termination any Company Acquisition Transaction is effected or the Company or any Company Subsidiary enters into any definitive agreement to effect any Company Acquisition Transaction, in each case, with the Third Party or any of its Affiliates that made the Company Acquisition Transaction referred to in clause (B)(1), then the requirement that the Company Acquisition Transaction referred to in this clause (3)B)(2) have not been withdrawn shall not apply) and (C) concurrently with, each reference or within twelve months after any such termination any Company Acquisition Transaction is consummated or the Company or any of the Company Subsidiaries enters into any definitive agreement to “20%” in the definition of “effect any Company Acquisition Proposal” shall be deemed to be a reference to “50%”); Transaction, (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or 8.01(e) or by Parent or the Company pursuant to Section 8.01(b)(iii) if a Company Adverse Recommendation Change has been made or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.01(h); , then, in any such eventeach case, the Company shall pay to Parent a fee of equal to $9,500,000 134,500,000 (the “Company Termination Fee”) by wire transfer of immediately available funds to an account specified in writing by Parent, less the aggregate amount of any Transaction Expenses previously paid or reimbursed to Parent and its Affiliates pursuant to Section 6.07(b), such payments to be made promptly, but in no event later than, in the case of clause (i), the earlier to occur of (A) the date on which such Company Acquisition Transaction is consummated and (B) the date on which the Company enters into such definitive agreement to effect a Company Acquisition Transaction or, in the case of clause (ii), two Business Days after such termination or, in the case of clause (iii), concurrently with the termination of this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, if (i) this Agreement is terminated by the Company or Parent pursuant to Section 8.01(b)(i) or Section 8.01(b)(iv) or by the Company pursuant to Section 8.01(d) as a result of Parent’s breach or failure to perform one or more of its covenants in this Agreement and (ii)(A) a Parent Takeover Proposal existed between the date hereof and the date of the termination of this Agreement and (B) such Parent Takeover Proposal was not withdrawn prior to, in the case of a termination pursuant to Section 8.01(b)(i), the Outside Date, in the case of a termination pursuant to Section 8.01(b)(iv), at least five (5) Business Days prior to the date of the Parent Stockholders Meeting (which withdrawal must have been publicly announced by such date), or in the case of a termination pursuant to Section 8.01(d), prior to the date of the breach of or failure to perform this Agreement giving rise to the right to terminate this Agreement, then, in each case, Parent shall reimburse the Company upon demand by wire transfer of immediately available funds to an account specified in writing by the Company for all Transaction Expenses of the Company and its Affiliates within two Business Days after receipt of notice by the Company of all such Transaction Expenses. (e) Notwithstanding anything in this Agreement to the contrary, if (i)(A) this Agreement is terminated by the Company or Parent pursuant to Section 8.01(b)(i) or 8.01(b)(iv) or by the Company pursuant to Section 8.01(d) as a result of Parent’s breach or failure to perform one or more of its covenants in this Agreement, (B)(1) a Parent Takeover Proposal existed between the date hereof and the date of the termination of this Agreement and (2) such Parent Takeover Proposal was not withdrawn prior to, in the case of a termination pursuant to Section 8.01(b)(i), the Outside Date, in the case of a termination pursuant to Section 8.01(b)(iv), at least five (5) Business Days prior to the date of the Parent Stockholders Meeting (which withdrawal must have been publicly announced by such date), or in the case of a termination pursuant to Section 8.01(d), prior to the date of the breach of or failure to perform this Agreement giving rise to the right to terminate this Agreement (provided, however, that if concurrently with or within twelve months after any such termination any Parent Acquisition Transaction is effected or Parent or any Parent Subsidiary enters into any definitive agreement to effect any Parent Acquisition Transaction, in each case, with the Third Party or any of its Affiliates that made the Parent Acquisition Transaction referred to in clause (B)(1), then the requirement that the Parent Acquisition Transaction referred to in this clause (B)(2) have not been withdrawn shall not apply) and (C) concurrently with, or within twelve months after any such termination any Parent Acquisition Transaction is consummated or Parent or any of the Parent Subsidiaries enters into any definitive agreement to effect any Parent Acquisition Transaction, (ii) this Agreement is terminated by the Company pursuant to Section 8.01(f) or by the Company or Parent pursuant to Section 8.01(b)(iv) if a Parent Adverse Recommendation Change has been made or (iii) this Agreement is terminated by Parent pursuant to Section 8.01(i) then, in each case, Parent shall pay to the Company a fee equal to $134,500,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account specified in writing by the Company, less the aggregate amount of any Transaction Expenses previously paid or reimbursed to the Company and its Affiliates pursuant to Section 6.07(d), such payments to be made promptly, but in no event later than, in the case of clause (i), the earlier to occur of (A) the date on which such Parent Acquisition Transaction is consummated and (B) the date on which Parent enters into such definitive agreement to effect a Parent Acquisition Transaction or, in the case of clause (ii), two Business Days after such termination or, in the case of clause (iii), concurrently with the termination of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, if all of the conditions to Closing set forth in Sections 7.01 and 7.02 are satisfied or waived (or, upon an immediate Closing, would be satisfied as of such Closing) and (i) Parent, US Corp., Merger Sub or Merger LLC cannot satisfy its obligation to effect the Closing at such time as contemplated in Section 1.02 or such later time as agreed to by the Company because of a Financing Failure and (ii) this Agreement is terminated pursuant to Section 8.01(g) then Parent shall pay to the Company a fee equal to $281,500,000 (the “Parent Financing Failure Fee”) no later than two (2) Business Days after such termination by wire transfer of immediately available funds to an account specified in writing by the Company. (g) In the event of a Financing Failure, Parent’s payment of the Parent Financing Failure Fee will be considered liquidated damages for any breach by Parent of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event of a Financing Failure, the Company’s right to receive payment of the Parent Financing Failure Fee pursuant to Section 6.07(f) shall be the sole and exclusive remedy of the Parent Parties against Company and the Company Subsidiaries and all rights or claims, whether at Law or in equity, in contract, tort or otherwise, of the Company, it being understood that in no event shall the Company be required to pay Subsidiaries or any stockholders, partners, members, Affiliates, directors, officers, employees, representatives or agents of the Company Termination Fee on more than one occasion; providedand the Company Subsidiaries, that and any Affiliate of any of the payment foregoing are hereby deemed waived, against Parent, US Corp., Merger Sub and Merger LLC and their respective Affiliates and Representatives (and any of their respective Affiliates and any of such entities’ or their Affiliates’ respective former, current or future general or limited partners, shareholders, managers, members, directors, officers, employees, representatives or agents in connection with this Agreement, the Financing or the Financing Letter) for any and all losses, damages and expenses suffered or incurred by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from or any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth other Person in connection with this Agreement or intentional fraud. (c) Payment the Transactions or the Financing and upon payment of such amount, none of Parent, US Corp., Merger Sub, Merger LLC or any of their respective Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Company Termination Fee shall be made Transactions or the Financings, in each case whether at Law, in equity, in contract, in tort or otherwise, by wire transfer the enforcement of same day funds to the accounts designated any assessment, by Parent (i) any legal or equitable Proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through a claim by or on the earliest of the execution behalf of a definitive agreement with respect toparty hereto or any Third Party (including a claim to enforce the Financing Letter) or otherwise, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal other than in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(iSections 6.07(a), (ii6.07(h) within three Business Days and any obligations of a termination by Parent pursuant to the last sentence of Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii)6.02. (dh) The Each of the Company and Parent acknowledges that the agreements contained in this Section 7.3 6.07 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, agreements neither Parent nor the Parent Parties Company would not enter have entered into this Agreement. Accordingly; accordingly, if the Company fails to promptly to pay any the amounts due pursuant to this Section 7.3Sections 6.07(b) or 6.07(c) or Parent fails to promptly pay the amounts due pursuant to Sections 6.07(d), 6.07(e) or 6.07(f), and, in order to obtain such paymentpayment Parent or the Company, Parent as the case may be, commences a suit that which results in a judgment Judgment against the Company or Parent, as applicable, for any of the amounts set forth in this Section 7.3Sections 6.07(b), 6.07(c), 6.07(d), 6.07(e) or 6.07(f) then the Company shall pay to Parent or Parent shall pay to the Company, as the case may be, its costs and expenses (including reasonable attorneys’ fees and expensesfees) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment Sections 6.07(b), 6.07(c), 6.07(d), 6.07(e) or 6.07(f) at the prime lending rate as published in The Wall Street Journal of JPMorgan Chase Bank, N.A. in effect on the date of payment plus 2% per annum from the date such payment was amounts were required to be madepaid until the date actually received by such party. (i) For purposes of this Section 6.07, (x) “Company Acquisition Transaction” shall have the meaning ascribed thereto in Section 5.02(i), except that references in such definition to “20%” and “80%” shall be replaced by “50%” (including with respect to the definition of “Company Takeover Proposal” for purposes of this Section 6.07), and (y) “Parent Acquisition Transaction” shall have the meaning ascribed thereto in Section 5.03(i), except that references in such definition to “20%” and “80%” shall be replaced by “50%” (including with respect to the definition of “Parent Takeover Proposal” for purposes of this Section 6.07).

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as provided in accordance with Section 5.145.06(b), all fees and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby Transactions, including the Financing, shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentTransactions are consummated. (b) In the event that: that (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then7.01(f) or (ii) (A) after the date of this Agreement, in a Takeover Proposal shall have been publicly made to the Company or shall have been made directly to the stockholders of the Company generally or shall have otherwise become publicly known, (B) thereafter, this Agreement is terminated by Parent pursuant to Section 7.01(e) or by Parent or the Company pursuant to Section 7.01(b)(i) (but only if the Stockholders’ Meeting has not been held by the Outside Date) or Section 7.01(b)(iii) and (C) within nine months after such termination, the Company enters into a definitive agreement to consummate or consummates the transactions contemplated by any such eventTakeover Proposal, then the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; providedby wire transfer of same-day funds (1) in the case of a payment required by clause (i) above, that prior to or concurrently with the date of termination of this Agreement and (2) in the case of a payment required by clause (ii) above, prior to or concurrently with the Company earlier of the Company Termination Fee pursuant date of entry into a definitive agreement or the date of consummation referred to in clause (ii)(C). For purposes of this Section 7.3 5.06(b), the term “Takeover Proposal” shall not relieve have the Company from any liability or damage resulting from a willful and material breach of any of its representationsmeaning assigned to such term in Section 4.02(b), warranties, covenants or agreements set forth in this Agreement or intentional fraudexcept that all references to 15% therein shall be deemed to be references to 50%. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges and agrees that the agreements contained in this Section 7.3 5.06(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter have entered into this Agreement. Accordingly; accordingly, if the Company fails promptly to pay any amounts the amount due pursuant to this Section 7.35.06(b), and, in order to obtain such payment, Parent commences commence a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3Company Termination Fee, the Company shall pay to Parent its their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 amount of the Company Termination Fee from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal of JPMorgan Chase Bank, N.A. in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as provided in accordance with paragraph (b) of this Section 5.145.06, all fees and expenses incurred in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby by this Agreement shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentMerger is consummated. (b) In the event that: that (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or 7.01(e) or (iiiii) (A) prior to the obtaining of the Stockholder Approval, a Takeover Proposal shall have been made to the Company or shall have been made directly to the stockholders of the Company generally or shall have otherwise become publicly known or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal, (B) thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(d)(ii); then7.01(b)(i) (but only if a vote to obtain the Stockholder Approval or the Stockholders' Meeting has not been held) or Section 7.01(b)(iii) and (C) within 12 months after such termination, in the Company enters into a definitive agreement to consummate, or consummates, the transactions contemplated by any such eventTakeover Proposal, then the Company shall pay to Parent a fee of equal to $9,500,000 5,480,000 (the “Company "Termination Fee”)") by wire transfer of same-day funds on the first business day following (x) in the case of a payment required by clause (i) above, which shall be the sole date of termination of this Agreement and exclusive remedy (y) in the case of a payment required by clause (ii) above, the date of the Parent Parties against the Company, it being understood that in no event shall the Company be required first to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company occur of the Company Termination Fee pursuant events referred to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraudclause (ii)(C). (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges and Parent acknowledge and agree that the agreements contained in this Section 7.3 5.06(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly; accordingly, if the Company fails promptly to pay any amounts the amount due pursuant to this Section 7.35.06(b), and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3Termination Fee, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ ' fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 amount of the Termination Fee from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal of Citibank, N.A. in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as set forth in accordance with this Section 5.148.3, all fees and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such fees and expenses, whether or not the Parties acknowledge and agree Merger is consummated; provided however, that the expenses set forth on Schedule 7.3 Company and the Parent shall share equally all fees and expenses, other than accountants’ and attorneys’ fees, incurred with respect to Company Disclosure Schedules shall be borne by Parentthe printing, filing and mailing of the Proxy Statement/Prospectus (including any related preliminary materials) and the Registration Statement and any amendments or supplements thereto. (b) In The Company shall pay the event thatParent a termination fee of $625,000 (which shall include all expenses and fees) if: (i) this Agreement is terminated pursuant to (1A) Section 8.1(b) (without the Company Stockholders Meeting having occurred) or (B) Section 8.1(d) if in the case of each of clauses (A) and (B) at any time after the date of this Agreement, Agreement and before such termination an Acquisition Proposal (whether shall have been publicly announced or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior communicated to the Company Stockholders Meeting or and remains outstanding and within twelve (y12) is otherwise communicated to senior management of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, termination the Company enters into an any definitive agreement in with respect of any Acquisition Proposal, or recommends or submits to an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any an Acquisition Proposal relating to the Company is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”);; or (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.1(e) (except for a termination pursuant to Section 8.1(e)(i) regarding Dissenting Shares); or (iii) this Agreement is terminated pursuant to Section 8.1(f) (x) resulting from a failure to satisfy the condition set forth in Section 7.2(a) based upon a breach of a representation or warranty by the Company, which representation or warranty was known by the Company to be false when made, or (y) resulting from a failure to satisfy the condition set forth in Section 7.2(b) based upon a material and knowing breach by the Company of its obligations under this Agreement required to be performed by it on or prior to the Closing Date, if at any time after the date of this Agreement and before such termination an Acquisition Proposal shall have been publicly announced and remains outstanding and within twelve (12) months of such termination the Company enters into any definitive agreement with respect to an Acquisition Proposal or an Acquisition Proposal relating to the Company is consummated; or (iv) this Agreement is terminated pursuant to Section 7.1(d)(ii8.1(h); then, in any such event, the . (c) The Company shall pay to the Parent a fee of $9,500,000 312,500 (the “Company Termination Fee”), which shall be the sole consist of all expenses and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall fees) if: (i) this Agreement is terminated pursuant to Section 8.1(d) so long as the Company be required has not breached this Agreement with respect to pay the Company Termination Fee on more than one occasionits obligations contained in Sections 6.1 or 6.5; provided, that the payment by the Company of the Company Termination Fee or (ii) this Agreement is terminated pursuant to this Section 7.3 shall not relieve the Company from any liability 8.1(e)(i) with respect to Dissenting Shares. Any fee due under Sections 8.3(b) or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c8.3(c) Payment of the Company Termination Fee shall be made paid by wire transfer of same the same-day funds to the accounts designated by Parent funds: (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i8.3(b)(i) and Section 8.3(b)(iii), on the earlier to occur of the date on which the Company (A) enters into the definitive agreement or (B) consummates the Acquisition Proposal referred to therein; and (ii) within three Business Days in the case of a termination by Parent pursuant to Section 7.1(c)(ii8.3(b)(ii), Section 8.3(b)(iv) or (iiiSection 8.3(c)(i) simultaneously withand Section 8.3(c)(ii), and as a condition to within one Business Day after the effectiveness of, a termination by of the Company pursuant to Section 7.1(d)(ii)Agreement. (d) The Parent shall pay the Company acknowledges a termination fee of $625,000 (which shall include all expenses and fees) if this Agreement is terminated pursuant to Section 8.1(g) (x) resulting from a failure to satisfy the condition set forth in Section 7.3(a) based upon a breach of a representation or warranty by the Parent that was known by the Parent to be false when made, or (y) resulting from a failure to satisfy the condition set forth in Section 7.3(b) based upon a material and knowing breach by the Parent of its obligations under this Agreement required to be performed by it on or prior to the Closing Date. (e) The Parent shall pay the Company a fee of $312,500 (which shall consist of all expenses and fees) if this Agreement is terminated pursuant to Section 8.1(i). Any fee due under Sections 8.3(d) or 8.3(e) shall be paid by the Parent by wire transfer of same-day funds within one Business Day after the date of termination of this Agreement. (f) The parties acknowledge that the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties parties would not enter into this Agreement. AccordinglyFor the avoidance of doubt, if the Company fails promptly a party pays a termination fee pursuant to any of Sections 8.3(b) through (e) hereof, it shall not be obligated to pay an additional termination fee or any amounts due additional portion thereof pursuant to this Section 7.38.3; provided, andhowever, in order to obtain such payment, Parent commences a suit that results in a judgment against payment of the Company for the amounts set forth fees and expenses described in this Section 7.3, 8.3 shall not be in lieu of damages incurred in the Company shall pay to Parent its costs and expenses event of a breach of this Agreement described in clause (including reasonable attorneys’ fees and expensesi) in connection with such suit, together with interest on the amounts due pursuant to this of Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made8.2.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by Whether or not the Company in accordance with Section 5.14Merger is consummated, all fees costs and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such costs or expenses, the Parties acknowledge except as provided in Section 9.1(b), Section 9.1(c), Section 9.1(d) and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentSection 9.1(f). (b) If this Agreement is terminated by CEQP pursuant to Section 8.1(c) or by Midstream pursuant to Section 8.1(d), then Midstream shall pay to CEQP the Expenses incurred by CEQP. (c) In the event that: that (i) (1) after the date of this Agreement, an Acquisition Proposal with respect to Midstream has been publicly proposed by any Person (meaning, for the purpose of this Section 9.1(c), a Person other than CEQP, Equity GP and MergerCo) or any Person has publicly announced its intention (whether or not conditional) (x) to make such an Acquisition Proposal or such an Acquisition Proposal or such intention has otherwise become publicly known to Midstream’s unitholders generally and in any event such proposal or intention is made directly to the Company’s stockholders or is otherwise publicly disclosed and not subsequently withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management termination of the Company or the Company Boardthis Agreement, (2ii) thereafter this Agreement is terminated by the Company either Midstream or Parent CEQP pursuant to Section 7.1(b)(i8.1(b)(i) or Section 7.1(b)(iii8.1(b)(iii) or by Parent CEQP pursuant to Section 7.1(c)(i), 8.1(b)(iv) or Section 8.1(b)(v) and (3iii) within 12 months after the date termination of such terminationthis Agreement, the Company Midstream or any of its Subsidiaries enters into any definitive agreement providing for an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal with respect to Midstream or any of its stockholders for adoption, or a transaction in respect of any Acquisition Proposal Subsidiaries is consummated, whichthen Midstream shall pay to CEQP, in each case, need not be the same if and when consummation of such Acquisition Proposal that was madeoccurs, disclosed or communicated prior all of the Expenses of CEQP less the Expenses of CEQP previously paid to termination hereof (providedCEQP, if any; provided that for purposes of this clause (3Section 9.1(c), each reference to “35%” shall be substituted for “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”);. (iid) If this Agreement is terminated by Parent Midstream pursuant to Section 7.1(c)(ii8.1(b)(iv) or Section 8.1(b)(v); or (iii) , or by CEQP pursuant to Section 8.1(e), then CEQP shall pay to Midstream the Expenses of Midstream. If this Agreement is terminated by the Company (i) CEQP pursuant to Section 7.1(d)(ii8.1(b)(iv) or Section 8.1(b)(v) or (ii) Midstream or CEQP pursuant to Section 8.1(b)(iii); then, in any such event, the Company then Midstream shall pay to Parent a fee CEQP the Expenses of $9,500,000 CEQP. (the “Company Termination Fee”)e) Except as otherwise provided herein, which shall be the sole and exclusive remedy any payment of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee Expenses pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee 9.1 shall be made by wire transfer of same day immediately available funds to the accounts an account designated by Parent (i) on the earliest CEQP or an account designated by Midstream, as applicable, within one Business Day after such payment becomes payable; provided, however, that any payment by Midstream of the execution Expenses of CEQP as a definitive agreement result of termination under Section 8.1(d) shall be made prior to or concurrently with respect totermination of this Agreement; provided, submission to however, that any payment of the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case Expenses of a Company Termination Fee payable CEQP pursuant to Section 7.3(b)(i), (ii9.1(c) within three Business Days shall be made contemporaneously with the consummation of a termination by Parent pursuant to Section 7.1(c)(ii), or the Acquisition Proposal as provided in clause (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to of Section 7.1(d)(ii9.1(c). (d) . The Company acknowledges Parties acknowledge that the agreements contained in this Section 7.3 9.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, none of the Parent Parties parties would not enter into this Agreement. Accordingly. (i) Expenses incurred in connection with filing, if printing and mailing the Company fails promptly to pay Proxy Statement and the Registration Statement shall be paid by CEQP and (ii) any amounts due filing fees payable pursuant to regulatory Laws and other filing fees incurred in connection with this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against Agreement shall be paid by the Company for party incurring the amounts set forth fees. As used in this Section 7.3agreement, the Company shall pay to Parent its costs and “Expenses” includes all out-of-pocket expenses (including reasonable attorneys’ all fees and expensesexpenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its affiliates) incurred by a party or on its behalf in connection with such suitor related to the authorization, together with interest on preparation, negotiation, execution and performance of this Agreement and the amounts due pursuant transactions contemplated hereby, including the preparation, printing, filing and mailing of the Proxy Statement and the Registration Statement and the solicitation of unitholder approvals and all other matters related to the transactions contemplated hereby; provided that the amount of Expenses payable by one party to another under this Section 7.3 from the date such payment was required to be made until the date 9.1 shall not exceed $10.0 million. (g) This Section 9.1 shall survive any termination of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be madethis Agreement.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company in accordance with Section 5.14, all All fees and expenses incurred in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge Merger is consummated, except (i) as set forth in this Section 8.3 and agree (ii) that the Parent and the Company shall share equally the expenses set forth on Schedule 7.3 to incurred in connection with the filing, printing and mailing of the Proxy Statement (including applicable SEC filing fees) and the solicitation of the Company Disclosure Schedules shall be borne by ParentStockholder Approval. (b) In The Company shall pay the Parent the Termination Fee in the event thatthat this Agreement is terminated: (i) by the Parent pursuant to Section 8.1(e); (1ii) by the Company pursuant to Section 8.1(f); or (iii) by either the Parent or the Company pursuant to Sections 8.1(b) or 8.1(d), and (A) at any time on or after the date of this AgreementAgreement and prior to the termination under Section 8.1(b) or Section 8.1(d), an Acquisition Proposal (whether or not conditional) (x) is shall have been made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to such termination under Section 8.1(b) or Section 8.1(d) and (I) in the case of termination pursuant to Section 8.1(b), shall have been publicly announced or otherwise made publicly known to the stockholders of the Company Stockholders Meeting or (y) is otherwise communicated to the senior management of the Company or the Company Board, or (2II) this Agreement is terminated by in the Company or Parent case of termination pursuant to Section 7.1(b)(i) 8.1(d), shall have been publicly announced or Section 7.1(b)(iii) or by Parent pursuant otherwise made publicly known to Section 7.1(c)(i)the stockholders of the Company, and (3B) within 12 months after the date of such termination, the Company enters shall have entered into an a definitive agreement in with respect of any Acquisition Proposal, or recommends or submits to an Acquisition Proposal to its stockholders for adoption, that is subsequently consummated or a transaction in respect of any an Acquisition Proposal is shall have been consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (; provided, that however, that, for purposes of this clause (3Section 8.3(b)(iii), each reference all references to “20%” and “80%” in the definition of “Acquisition Proposal” shall be deemed to be a reference references to “50%”);. Any fee due under Section 8.3(b)(i) shall be paid to the Parent by wire transfer of same-day funds to the account or accounts designated by Parent within two (2) Business Days after the date of termination of this Agreement or, if later, one (1) Business Day after the date on which the Parent shall have provided to the Company wire transfer instructions for such payment. Any fee due under Section 8.3(b)(ii) shall be paid to the Parent by wire transfer of same-day funds to the account or accounts designated by Parent prior to or concurrently with the termination of this Agreement or, if later, one (1) Business Day after the date on which the Parent shall have provided to the Company wire transfer instructions for such payment. Any fee due under Section 8.3(b)(iii) shall be paid to the Parent by wire transfer of same-day funds to the account or accounts designated by Parent within two (2) Business Days after the date on which the transaction referenced in clause (B) of Section 8.3(b)(iii) is consummated or, if later, one (1) Business Day after the date on which the Parent shall have provided to the Company wire transfer instructions for such payment. (iic) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole The parties hereto acknowledge and exclusive remedy of the Parent Parties against the Company, it being understood agree that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that whether or not the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach may be payable under more than one provision of any of its representations, warranties, covenants or agreements set forth in this Agreement at the same or intentional fraud. (c) Payment at different times and the occurrence of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii)different events. (d) The Company acknowledges parties hereto acknowledge that the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties parties hereto would not enter into this Agreement. Accordingly, if the Company If any party fails promptly to pay any amounts due pursuant to this Section 7.38.3, and, in order to obtain such payment, Parent the owed party commences a suit that results in a judgment against the Company owing party for the amounts set forth in this Section 7.38.3, the Company owing party shall pay to Parent the owed party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 8.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. Notwithstanding Section 8.2 or any other provision of this Agreement, payment of the Termination Fee shall constitute the sole and exclusive remedy of the Parent and the Transitory Subsidiary in connection with any termination of this Agreement in the circumstances in which the Termination Fee became payable. In the event that the Parent shall receive the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Parent, the Transitory Subsidiary, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Parent, the Transitory Subsidiary, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any other claim, action or proceeding against the Company or any of its Affiliates or its or their respective Representatives arising out of this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as set forth in accordance with this Section 5.148.3, all fees and expenses incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such fees and expenses, whether or not the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by ParentMerger is consummated. (b) In The Company shall pay the Buyer up to $1,000,000 as reimbursement for expenses of the Buyer actually incurred relating to the transactions contemplated by this Agreement prior to termination (including, but not limited to, reasonable fees and expenses of the Buyer’s counsel, accountants and financial advisors, but excluding any discretionary fees paid to such financial advisors), in the event thatof the termination of this Agreement: (i) by the Buyer or the Company pursuant to Section 8.1(b) if the failure to satisfy the conditions set forth in Section 7.2(a) or (1b) by the Outside Date shall have resulted in the Closing not occurring; or (ii) by the Buyer pursuant to Section 8.1(g). The expenses payable pursuant to this Section 8.3(b) shall be paid by wire transfer of same-day funds within two (2) Business Days after demand therefor following the date occurrence of the termination event giving rise to the payment obligation described in this Section 8.3(b). (c) The Company shall pay the Buyer a termination fee of $6,700,000 in the event of the termination of this AgreementAgreement pursuant to: (i) Section 8.1(e) (other than clause (v) thereof) or Section 8.1(f); or (ii) Section 8.1(d) if, at or prior to the time of such failure, there shall have been publicly announced an Acquisition Proposal relating to the Company that shall not have been absolutely and unconditionally withdrawn or abandoned prior to the Company Meeting, and within twelve (12) months after such termination there shall have been consummated, or a definitive agreement shall have been entered into providing for, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of the Company or the Company Boardprovided that, (2) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3Section 8.3(c), each reference all references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference references to “50%”); (ii. Any fee due under this Section 8.3(c) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be paid to the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraud. (c) Payment of the Company Termination Fee shall be made Buyer by wire transfer of same same-day funds to within two (2) Business Days after (A) the accounts designated by Parent (i) on the earliest date of the execution termination of a definitive agreement with respect tothis Agreement, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), termination described in clause (iii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(iithis paragraph (c), or (iiiB) simultaneously withthe date on which the definitive agreement for an Acquisition Proposal is executed, and as a condition to in the effectiveness of, case of a termination by the Company pursuant to Section 7.1(d)(iidescribed in clause (ii) of this paragraph (c). (d) The Buyer shall pay the Company acknowledges up to $1,000,000 as reimbursement for expenses of the Company actually incurred relating to the transactions contemplated by this Agreement prior to termination (including, but not limited to, reasonable fees and expenses of the Company’s counsel, accountants and financial advisors, but excluding any discretionary fees paid to such financial advisors), in the event of the termination of this Agreement: (i) by the Company or the Buyer pursuant to Section 8.1(b) if the failure to satisfy the conditions set forth in Section 7.3(a) or (b) by the Outside Date shall have resulted in the Closing not occurring; or (ii) by the Company pursuant to Section 8.1(h). The expenses payable pursuant to this Section 8.3(d) shall be paid by wire transfer of same-day funds within two (2) Business Days after demand therefor following the occurrence of the termination event giving rise to the payment obligation described in this Section 8.3(d). (e) The parties acknowledge that the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties parties would not enter into this Agreement. Accordingly, if Payment of the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth fees and expenses described in this Section 7.38.3 shall not be in lieu of damages incurred in the event of a breach of this Agreement described in clause (a) of Section 8.2, but otherwise shall constitute the Company shall pay to Parent its costs sole and expenses (including reasonable attorneys’ fees and expenses) exclusive remedy of the parties in connection with such suit, together with interest on the amounts due pursuant to any termination of this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be madeAgreement.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company as otherwise provided in accordance with this Section 5.147.3, all fees and expenses incurred in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby shall be paid by Parent. For purposes of claritythe party incurring such fees or expenses, whether or not the Parties acknowledge and agree Merger is consummated, except that the expenses set forth on Schedule 7.3 incurred in connection with the filing, printing and mailing of the Form S-4 and the Proxy Statement, and all filing and other fees paid to Company Disclosure Schedules the SEC or in respect of the HSR Act, in each case in connection with the Merger (other than attorneys’ fees, accountants’ fees and related expenses), shall be borne paid by Parent. (b) In the event that: (i) (1A) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) or intention to make an Acquisition Proposal (xwhether or not conditional) is shall have been (1) made directly to the Company’s stockholders or is shareholders, (2) otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y3) is otherwise communicated to senior management of the Company or the Company BoardBoard and, in the case of this clause (3), following a request to do so by Parent, the Company fails to publicly reaffirm its recommendation of this Agreement and the transactions contemplated hereby within 10 Business Days of such request, (2B) this Agreement is thereafter terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii(b)(iii) or by Parent pursuant to Section 7.1(c)(i), ) and (3C) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders shareholders for adoption, or a transaction in respect of any an Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was shall have been made, publicly disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3C), each reference to “2015%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a termination fee of eight million dollars ($9,500,000 8,000,000) (the “Company Termination Fee”) less the amount of Parent Expenses previously paid to Parent (if any) pursuant to Section 7.3(c), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (c) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i) under circumstances in which the Termination Fee is not then payable pursuant to Section 7.3(b)(i), then the Company shall reimburse Parent and its Affiliates for all of their reasonable out-of-pocket fees and expenses (including all fees and expenses of financing sources, counsel, accountants, investment bankers, experts and consultants to Parent and Merger Sub and their Affiliates) incurred by Parent or Merger Sub or on their behalf in connection with or related to the authorization, preparation, investigation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (the “Parent Expenses”), up to a maximum amount of $1,500,000; provided, that the payment by the Company of the Parent Expenses pursuant to this Section 7.3(c) (i) shall not relieve the Company of any subsequent obligation to pay the Termination Fee pursuant to this Section 7.3 7.3(b)(i) except to the extent indicated in Section 7.3(b) and (ii) shall not relieve the Company from any liability or damage resulting from a any fraud or willful and material or intentional breach of any provision of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraudAgreement. (cd) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the account or accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders shareholders of, or consummation of, any transaction contemplated by an Acquisition Proposal Proposal, as applicable, in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) as promptly as reasonably practicable after termination (and, in any event, within three two Business Days thereof), in the case of a termination by Parent pursuant to Section 7.1(c)(ii), ) or (iii) simultaneously with, and as a condition to the effectiveness of, termination, in the case of a termination by the Company pursuant to Section 7.1(d)(ii). Payment of the Parent Expenses shall be made by wire transfer of same day funds to the account or accounts designated by Parent within two Business Days after the Company’s having been notified of the amount thereof by Parent. (de) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties and Merger Sub would not enter into this Agreement. Accordingly; accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Fees and Expenses. (a) Except with respect to Designated Company Expenses which will be borne by the Company in accordance with Section 5.14, all fees and expenses incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne by Parent. (b) In the event that: (i) any person (1) after the date of this Agreementincluding, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management of without limitation, the Company or any affiliate thereof), other than Parent or any affiliate of Parent, shall have become the Company Board, (2) beneficial owner of more than 20% of the then outstanding Shares; and this Agreement is shall have been terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”);8.01; or (ii) any person shall have publicly made or communicated to the Company an acquisition proposal that is publicly disclosed and the Board shall have either (A) withdrawn, amended or modified its recommendation of the Offer in a manner adverse to Parent and Purchaser, (B) recommended such acquisition proposal or (C) taken any action with respect to the Rights Agreement to facilitate such acquisition proposal, and (x) the Offer shall have remained open for at least 20 business days, (y) the Minimum Condition shall not have been satisfied and (z) this Agreement is shall have been terminated by Parent pursuant to Section 7.1(c)(ii)8.01; or (iii) this Agreement is terminated pursuant to Section 8.01(d)(ii); or (iv) the Company enters into an agreement with respect to an acquisition proposal or an acquisition proposal is consummated, in each case within 18 months after the termination of this Agreement pursuant to Section 8.01(b)(i), 8.01(c), or 8.01(d)(i), which termination resulted from a breach by the Company of its obligations hereunder, resulting in a failure to satisfy any condition set forth on Annex A hereto, and the Company shall not theretofore have been required to pay the Fee to Parent pursuant to Section 7.1(d)(ii8.03(a)(i), 8.03(a)(ii) or 8.03(a)(iii); then, in any such event, the Company shall pay to Parent promptly (but in no event later than one business day after the first of such events shall have occurred) a fee of $9,500,000 15,000,000 (the “Company Termination Fee”"FEE"), which amount shall be the sole and exclusive remedy of the Parent Parties against the Companypayable in immediately available funds, it being understood that in plus all Expenses (as hereinafter defined). In no event shall the Company be required to pay the Company Termination Fee on more than one occasion; providedFee be payable under this Section 8.03(a). (b) The Company shall, that at such time as a Fee is required to be paid, reimburse each of Parent, Purchaser and their respective stockholders and affiliates (not later than one business day after submission of statements therefor) for up to $5,000,000 of actual and documented out-of-pocket expenses (including, without limitation, fees and expenses payable to all banks, investment banking firms, other financial institutions and other persons and their respective agents and counsel, for arranging, committing to provide or providing any financing for the payment Transactions or structuring the Transactions and all fees of counsel, accountants, experts and consultants to Parent, Purchaser and their respective shareholders and affiliates, and all printing and advertising expenses) actually incurred or accrued by either of them or on their behalf in connection with the Company Transactions, including, without limitation, the financing thereof, and actually incurred by banks, investment banking firms, other financial institutions and other persons and assumed by Parent or Purchaser in connection with the negotiation, preparation, execution and performance of this Agreement, the structuring and financing of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from Transactions and any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants financing commitments or agreements set forth in this Agreement or intentional fraudrelating thereto (all of the foregoing being referred to herein collectively as the "EXPENSES"). (c) Payment of Except as set forth in this Section 8.03, all costs and expenses incurred in connection with this Agreement and the Company Termination Fee Transactions shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination paid by the Company pursuant to Section 7.1(d)(ii)party incurring such expenses, whether or not any Transaction is consummated. (d) The Company acknowledges In the event that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall fail to pay the Fee or any Expenses when due, the term "Expenses" shall be deemed to Parent its include the out-of-pocket costs and expenses actually incurred by Parent and Purchaser (including reasonable attorneys’ including, without limitation, fees and expensesout-of-pocket expenses of counsel) in connection with such suitthe collection under and enforcement of this Section 8.03, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect unpaid Fee and Expenses, commencing on the date that the Fee or such payment was required Expenses became due, at a rate equal to be madethe rate of interest publicly announced by Citibank, N.A., from time to time, in The City of New York, as such bank's Prime Rate plus 2.00%.

Fees and Expenses. The Company Parties hereby agree to pay in cash, in full, in accordance with their respective engagement letters, any fee letters executed by the Company Parties, and/or the terms of the Prepetition Term Loan Credit Agreement (and in any case within three (3) business days), all invoiced fees and out-of-pocket expenses incurred by the Supporting Creditors prior to the termination of this Agreement with respect to such Supporting Creditors, including all invoiced fees and out-of-pocket expenses of (a) Except Xxxxxx & Xxxxxxx LLP (“Latham”), (b) PJT Partners, Inc. (“PJT”), (c) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, (d) Xxxxxx Xxxxxx LLP (“PH”, and together with respect Latham, PJT, and PH, collectively, the “Plan Sponsor’s Professionals”), (e) one local counsel in each jurisdiction in which any Company Party or any subsidiary thereof is located, (f) one additional counsel for each of the Prepetition Agents to Designated represent each in its own capacity, in each case incurred prior to the earlier of the Plan Effective Date and the termination of this Agreement, (g) Xxxxx Xxxx & Xxxxxxxx LLP (“Xxxxx Xxxx”), (h) Xxxxxxxx Xxxxx, Inc. (“HL”) and (i) Xxxx & Xxxxx, PC (“Xxxx & Xxxxx”, and together with Xxxxx Xxxx and HL, the “Noteholder Backstop Parties’ Professionals”); provided that the Company Expenses which will be borne Parties shall pay all amounts payable to the foregoing professionals pursuant to any fee letters executed by the Company in accordance with Section 5.14, all fees and expenses incurred in connection with this Agreement, Parties as a condition to the Mergers and occurrence of the other transactions contemplated Agreement Effective Date. The Company Parties hereby shall be paid by Parent. For purposes of clarity, the Parties acknowledge and agree that the fees and expenses set forth on Schedule 7.3 to Company Disclosure Schedules shall be borne incurred by Parent. (b) In the event that: (i) (1) after the date of this Agreement, an Acquisition Proposal (whether or not conditional) (x) is made directly to the Company’s stockholders or is otherwise publicly disclosed and not withdrawn at least seven Business Days Supporting Creditors prior to the Company Stockholders Meeting or (y) is otherwise communicated to senior management termination of this Agreement are of the Company or the Company Board, (2) this Agreement is terminated by the Company or Parent type that should be entitled to treatment as administrative expense claims pursuant to Section 7.1(b)(isections 503(b) or Section 7.1(b)(iiiand 507(a)(2) or by Parent pursuant to Section 7.1(c)(i), and (3) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (3), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”); (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then, in any such event, the Company shall pay to Parent a fee of $9,500,000 (the “Company Termination Fee”), which shall be the sole and exclusive remedy of the Parent Parties against the Company, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion; provided, that the payment by the Company of the Company Termination Fee pursuant to this Section 7.3 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or intentional fraudBankruptcy Code. (c) Payment of the Company Termination Fee shall be made by wire transfer of same day funds to the accounts designated by Parent (i) on the earliest of the execution of a definitive agreement with respect to, submission to the stockholders of, or consummation of, any transaction contemplated by an Acquisition Proposal in the case of a Company Termination Fee payable pursuant to Section 7.3(b)(i), (ii) within three Business Days of a termination by Parent pursuant to Section 7.1(c)(ii), or (iii) simultaneously with, and as a condition to the effectiveness of, a termination by the Company pursuant to Section 7.1(d)(ii). (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent Parties would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 7.3, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.