Common use of Reverse Termination Fee Clause in Contracts

Reverse Termination Fee. (a) If this Agreement is validly terminated by Sellers pursuant to Section 9.1(b)(ii) or Section 9.1(c), then Purchasers shall pay by wire transfer of immediately available funds, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) (the “Reverse Termination Fee”); provided, however, that Purchasers shall not be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit. The Parties acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Sale, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have the right to receive the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates against Purchasers, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise).

Reverse Termination Fee. (a) If In the event that this Agreement is validly terminated by the Companies or Sellers pursuant as a result of Buyer’s breach of this Agreement by failing to Section 9.1(b)(ii) pay the Purchase Price under the terms of this Agreement, unless the failure to do so is as a result of a breach of any representation, warranty or Section 9.1(c)covenant of Sellers contained in this Agreement, or as a result of a failure of any of Seller’s Conditions to Closing set forth in Sections 8.01 and 8.02 hereof, then Purchasers Buyer shall pay by wire transfer of immediately available funds, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) Companies a reverse termination fee equal to US$3,032,400 (the “Reverse Termination Fee”); provided, however, that Purchasers shall not . Any payment required to be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due made pursuant to this Section 9.4, and, 10.03 shall be made to Companies promptly following termination of this Agreement (and in order any event not later than five (5) Business Days after such termination) and such payment shall be made by wire transfer of immediately available funds to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for an account to be designated by the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suitCompanies. The Parties parties hereto acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the damages resulting from termination of this Agreement under circumstances in which the Reverse Termination Fee is payable for are uncertain and incapable of accurate calculation and that the efforts and resources expended and opportunities foregone while negotiating amounts payable pursuant to this Agreement Section 10.03 are reasonable forecasts of the actual damages which may be incurred, and in reliance on this Agreement and on the expectation of event that the consummation of the Sale, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have the right to Companies shall receive the Reverse Termination Fee full payment pursuant to this Section 9.4(a)10.03, Sellers’ termination of this Agreement and the receipt of the Reverse Termination Fee shall be deemed to be liquidated damages, and not a penalty, for any and all losses or damages suffered or incurred by the sole Companies, the Sellers and exclusive remedy any of Sellers its and their Affiliates against Purchasers, the financing sources of the Debt Financing and or any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any other Person in connection with Buyer's breach of any representation, warranty, covenant or agreement in this Agreement (and the termination hereof) by failing to pay the Purchase Price under the terms of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt payment of the Reverse Termination Fee, such amount none of the Purchasers, the financing sources of the Debt Financing, Buyer or any of their respective Purchaser Related Parties its Affiliates, including Parent, shall have any further liability or obligation relating to Sellers or any Company arising out of the termination of this Agreement, Agreement as a result of Buyer’s breach of this Agreement by failing to pay the transactions contemplated herebyPurchase Price hereunder. Nothing in this Section 10.03 limits Companies’ or Sellers’ ability to reject the Reverse Termination Fee in the event of fraud by Buyer, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties pursue any independent cause of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies action against Parent with respect to, any to a breach of the Confidentiality Agreement or between Parent and the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise)Companies.

Reverse Termination Fee. (a) If In the event that this Agreement is validly terminated by Gravitas or Sellers pursuant as a result of Buyer’s breach of this Agreement by failing to Section 9.1(b)(ii) pay the Purchase Price under the terms of this Agreement, unless the failure to do so is as a result of a breach of any representation, warranty or Section 9.1(c)covenant of Sellers or Gravitas contained in this Agreement, or as a result of a failure of any of the Conditions to Closing set forth in Sections 8.01 and 8.02 hereof, then Purchasers Buyer shall pay by wire transfer of immediately available funds, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars (Gravitas a reverse termination fee equal to $5,000,000) 3,000,000 (the “Reverse Termination Fee”); provided, however, that Purchasers shall not . Any payment required to be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due made pursuant to this Section 9.4, and, 10.03 shall be made to Gravitas promptly following termination of this Agreement (and in order any event not later than five (5) Business Days after such termination) and such payment shall be made by wire transfer of immediately available funds to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay an account to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suitbe designated by Gravitas. The Parties parties hereto acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the damages resulting from termination of this Agreement under circumstances in which the Reverse Termination Fee is payable for are uncertain and incapable of accurate calculation and that the efforts and resources expended and opportunities foregone while negotiating amounts payable pursuant to this Agreement Section 10.03 are reasonable forecasts of the actual damages which may be incurred, and in reliance on this Agreement and on the expectation of the consummation of the Sale, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have the right to event that Gravitas shall receive the Reverse Termination Fee full payment pursuant to this Section 9.4(a)10.03, Sellers’ termination of this Agreement and the receipt of the Reverse Termination Fee shall be deemed to be liquidated damages, and not a penalty, for any and all losses or damages suffered or incurred by Gravitas, the sole Sellers and exclusive remedy any of Sellers its and their Affiliates against Purchasers, the financing sources of the Debt Financing and or any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any other Person in connection with Buyer’s breach of any representation, warranty, covenant or agreement in this Agreement, Agreement (and the transactions contemplated hereby, or termination hereof) by failing to pay the Debt Financing AgreementsPurchase Price hereunder, and upon such termination by Sellers and receipt payment of the Reverse Termination Fee, such amount none of the Purchasers, the financing sources of the Debt Financing, Buyer or any of their respective Purchaser Related Parties its Affiliates shall have any further liability or obligation relating to or arising out of this Agreement, Agreement or the transactions contemplated herebyby this Agreement. Nothing in this Section 10.03 limits Gravitas’ or Sellers’ ability to reject the Reverse Termination Fee in the event of fraud by Buyer, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties pursue any independent cause of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies action against Parent with respect to, any to a breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise)between Parent and Gravitas.

Reverse Termination Fee. (a) If this Agreement is validly terminated by Sellers either the Purchaser or the Parent Seller pursuant to Section 9.1(b)(ii) or Section 9.1(c9.1(f), then Purchasers shall pay by wire transfer of immediately available funds, to an account designated by Sellers, within two five (25) Business Days after the date on which this Agreement is so terminatedof such termination, the amount Parent Seller may elect, in lieu of Five Million Dollars ($5,000,000) (exercising any other remedy provided for under this Agreement, to request in writing that the “Reverse Termination Fee”); provided, however, that Purchasers shall not be liable to Sellers for Purchaser pay the Reverse Termination Fee solely due to a failure the Parent Seller. If the Parent Seller delivers such written notice requesting the Reverse Termination Fee, the Purchaser shall pay, within five (5) Business Days after receipt of such written notice, the Reverse Termination Fee in cash by wire transfer to satisfy the conditions of Section 8.2(e), Parent Seller in accordance with wire instructions provided that Purchasers have complied with its obligations under Section 5.12by the Parent Seller in such written notice. (b) Each Party The Purchaser acknowledges that the agreements contained in this Section 9.4 9.3 are an integral part of the transactions contemplated by this Agreement Contemplated Transactions and that, without these agreements, the other Parties Parent Seller would not enter into this Agreement. Accordingly, if Purchasers fail promptly the Purchaser fails to pay the amounts Reverse Termination Fee due pursuant to this Section 9.4, 9.3 upon request by the Parent Seller and, in order to obtain such paymentspayment, Sellers commence a suit the Parent Seller commences an Action that results in a judgment against Purchasers the Purchaser for the amounts set forth in this Section 9.4Reverse Termination Fee, Purchasers will the Purchaser shall pay to Sellersthe Parent Seller its fees, Sellers’ costs and expenses (including reasonable attorney’s fees attorneys’ fees, costs and disbursementsexpenses) in connection with such suit. The Parties acknowledge that Action, together with interest on the Reverse Termination Fee shall 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 plus five percent (5%). (c) The parties hereto further acknowledge and agree that the payment of the Reverse Termination Fee and the interest thereon by the Purchaser specified in this Section 9.3 is not constitute a penalty penalty, but rather is liquidated damages, damages in a reasonable amount that will compensate Sellers the Parent Seller in the circumstances in which the Reverse Termination Fee such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the SaleContemplated Transactions, which amount would otherwise be impossible to calculate with precision. (c) Except as . Notwithstanding anything to the contrary set forth in Section 9.4(b)this Agreement, in any circumstance in which Sellers have if the right Parent Seller elects to receive and is paid the Reverse Termination Fee pursuant to Section 9.4(a)Fee, Sellers’ termination of this Agreement and receipt of the Reverse Termination Fee such payment shall be constitute the sole and exclusive remedy of the Sellers and their Affiliates against Purchasers, the financing sources of the Debt Financing and Purchaser or any of their respective, direct or indirect, its former, current or future general or limited partners, managersstockholders, members, stockholdersmanagers, directors, officers, directors, Affiliates, employees, representatives, agents, successors and assigns Affiliates or assignees (collectively, the “Purchaser Related Parties”) for any loss all Losses suffered as a result of any the failure of the Contemplated Transactions to be consummated or for a breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, failure to perform hereunder or the Debt Financing Agreementsotherwise, and upon payment of such termination by Sellers and receipt of the Reverse Termination Feeamount, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, Agreement or the Debt Financing Agreements (except Contemplated Transactions, other than any damages arising out of fraud. Notwithstanding anything contained herein to the contrary, it is explicitly agreed that the applicable Purchaser Related Parties of Parent Seller shall not be required to elect to request the Purchasers (Reverse Termination Fee and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect toinstead obtain an injunction, any breach specific performance or other appropriate form of equitable relief to cause the Purchaser to consummate the Contemplated Transactions, but under no circumstances shall the Parent Seller be permitted or entitled to receive both a grant of specific performance and payment of the Confidentiality Reverse Termination Fee or permitted or entitled to receive any other remedy in the event this Agreement or the provisions of is validly terminated pursuant to Section 11.3, whether in equity or at law, in contract, in tort or otherwise9.1(f).

Reverse Termination Fee. (a) If this Agreement is validly terminated by Sellers pursuant to Section 9.1(b)(ii7.1(e) and/or Section 7.1(c) (or pursuant to Section 9.1(c7.1(b)(i) at a time when this Agreement is terminable pursuant to Section 7.1(e) and/or Section 7.1(c)) (a “Specified Termination”), then Purchasers shall pay by wire transfer of immediately available funds, to an account designated by SellersPurchaser shall, within two (2) Business Days after of any such Specified Termination, pay to each Seller, in cash by wire transfer of immediately available funds to the date on which this Agreement is so terminatedaccount or accounts designated in writing by such Seller, such Seller’s proportion (determined in accordance with the amount Seller Proportions) of Five Million Dollars ($5,000,000) (the “Reverse Termination Fee”); provided. For the avoidance of doubt, however, that Purchasers shall not be liable to Sellers for in no event will (i) the Reverse Termination Fee solely due be payable or paid more than once, or (ii) Sellers be entitled to receive both a failure grant of specific performance pursuant to satisfy Section 10.9 that results in the conditions Closing and payment of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12the Reverse Termination Fee. (b) Each Party acknowledges that the agreements contained in this Section 9.4 7.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit. The Parties acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable Sellers, other than for fraud or Willful Breach of this Agreement, 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 Sale, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have In the right to receive the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates against Purchasers, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result event of any breach of any representation, warranty, covenant litigation between the Parties arising from or agreement in this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of relating to the Reverse Termination Fee, none the prevailing Party (as determined by a court of the Purchaserscompetent jurisdiction in a final, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financingnon-appealable order) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect torecover its reasonable documented out-of-pocket expenses (including outside counsel legal fees and other costs) incurred therein, including any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise)appeals therefrom.

Reverse Termination Fee. (a) If In the event that this Agreement is validly terminated by Sellers the Seller Representative pursuant to Section 9.1(b)(ii4.1(e) or Section 9.1(c4.1(f), then Purchasers the Purchaser shall pay by wire transfer to Holdings a fee of immediately available funds, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) 40,000,000 (the “Reverse Termination Fee”); provided, however, it being understood that Purchasers in no event shall not the Purchaser be liable required to Sellers for pay the Reverse Termination Fee solely due to on more than one occasion. The parties hereto agree that the Reverse Termination Fee is a failure to satisfy the conditions of Section 8.2(e)liquidated damage, provided that Purchasers have complied with its obligations under Section 5.12and not a penalty. (b) Each Party acknowledges Payment of the Reverse Termination Fee shall be made by wire transfer of immediately available funds pursuant to written instructions delivered to Purchaser by Holdings as promptly as reasonably practicable after termination of this Agreement (and, in any event, within three (3) Business Days thereof). The Parties acknowledge that the agreements contained in this Section 9.4 4.4 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly; accordingly, if Purchasers fail Purchaser fails to promptly to pay the amounts amount due pursuant to this Section 9.44.4(a), and, in order to obtain such paymentspayment, Sellers commence the Seller Representative (on behalf of Holdings and the Sellers) commences a suit that results in a judgment against Purchasers Purchaser for the amounts amount set forth in this Section 9.44.4(a), Purchasers will Purchaser shall pay to Sellers, Sellers’ the Seller Representative or its designee its reasonable out-of-pocket costs and expenses paid to independent third parties (including reasonable attorney’s fees and disbursementsattorneys’ fees) in connection with such suit. The Parties acknowledge that , together with interest on such amount at the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and Interest Rate on the expectation date such payment was required to be made through the date of the consummation of the Salepayment, which amount would otherwise be impossible but subject to calculate with precisionSection 4.4(c) (“Seller’s Collection Fees and Expenses”). (c) Except as set forth Notwithstanding anything to the contrary in this Agreement, and without limiting to the Seller’s right in respect of specific performance pursuant to Section 9.4(b12.3(c), in any circumstance in which Sellers have the right to receive upon payment of (i) the Reverse Termination Fee and (ii) any other amounts payable or reimbursable to the Seller Representative, Sellers or Holdings pursuant to this Agreement or any other Ancillary Agreements, including Seller’s Collection Fees and Expenses, if any, pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt 4.4(b) (the aggregate of the Reverse Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates against Purchasers, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns amounts referred to in (collectivelyi) – (ii) above, the “Purchaser Related PartiesAggregate Termination Amount”) for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee), none of the Purchasers, Purchaser or the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties Guarantor shall have any further liability or obligation to the Sellers or their Affiliates relating to or arising out of this Agreement, the transactions Limited Guarantee, the Equity Commitment Letters, the Equity Financing or the failure of the acquisition of the Company or any other transaction contemplated herebyhereby or in any other agreement set forth above to be consummated, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties in respect of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may any oral representation made or alleged to be entitled to remedies with respect to, any breach of the Confidentiality Agreement have been made in connection herewith or the provisions of Section 11.3therewith, whether in equity or at law, in contract, in tort or otherwise, and in such event, the Sellers shall not and shall cause their Affiliates not to seek to recover any money damages or obtain any equitable relief from the Purchaser or the Guarantor. (d) No Non-Recourse Party shall have any monetary liability to any Person for any loss suffered as a result of any breach of this Agreement (including any claim for failure to pay the Reverse Termination Fee), the Limited Guarantee or the Financing Commitments or the failure of the Closing to occur or any other transaction contemplated hereby to be consummated, whether in equity or at law, in contract, in tort or otherwise. “Non-Recourse Party” means any current, former or future directors, officers, general or limited partners, stockholders, members, managers, controlling persons, Affiliates, employees, representatives or agents of the Purchaser, the Guarantor, or the Equity Financing Source provided, however that the term “Non-Recourse Party” shall not include the Purchaser or the Guarantor.

Reverse Termination Fee. (a) If In the event that this Agreement is validly terminated (i) by Buyers or Sellers pursuant to Section 6.1(b)(i), in a circumstance in which Sellers would then have been entitled to terminate this Agreement pursuant to Section 6.1(c) or Section 6.1(e) or (ii) by Sellers pursuant to Section 9.1(b)(ii6.1(c) or Section 9.1(c6.1(e), then Purchasers then, upon Sellers’ written request, BPS Buyer or the guarantor under each Limited Guarantee shall promptly pay by wire transfer of immediately available funds, or cause to be paid to BPS or Seller Parent an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars (equal to $5,000,000) 200,000,000 (the “Reverse Termination Fee”); provided, howeverby wire transfer of immediately available funds to an account or accounts designated in writing by the Sellers as promptly as reasonably practicable (and, in any event, within five (5) Business Days) following any termination described in the foregoing clauses (i) and (ii). The Parties agree that Purchasers in no event shall not be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreementbe payable on more than one occasion. Accordingly, if Purchasers If Buyers fail promptly to pay the amounts any amount due by it pursuant to this Section 9.46.3(a), and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will Buyers shall pay to Sellers, Sellers’ all costs and expenses (including reasonable attorney’s fees attorneys’ fees) incurred by the Sellers and disbursements) their Affiliates in connection with enforcing this Section 6.3(a), together with interest on such suitamount at the annual rate equal to the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law; provided that the maximum amount payable by Buyers pursuant to this sentence shall not exceed $5,000,000 (the “Enforcement Cap”). The Parties acknowledge that Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the Reverse Termination Fee shall not constitute a penalty but rather or expanding the circumstances in which it is liquidated damagesto be paid, in a reasonable amount that will compensate Sellers each Party acknowledges that, in the circumstances in which the Reverse Termination Fee is payable payable, the Reverse Termination Fee constitutes liquidated damages, and not a penalty, in a reasonable amount that will compensate Sellers and the Company for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the SaleTransactions, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have and the right to receive the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt payment of the Reverse Termination Fee in such circumstances is supported by due and sufficient consideration. Buyers and Sellers acknowledge that the agreements contained in this Section 6.3 and the limitations on remedies set forth in Section 8.4 are integral parts of the Transactions without which the Parties would not have entered into this Agreement. (b) Notwithstanding anything to the contrary in this Agreement (but subject to the limited right of the Sellers, prior to termination of this Agreement, to seek specific performance pursuant to, but solely to the extent permitted by, and subject to the terms and conditions of, Section 8.4), the Sellers’ right to terminate this Agreement in accordance with Section 6.1 and receive payment of the Reverse Termination Fee if payable pursuant to, and subject to the terms and conditions of, Section 6.3(a), from Buyers shall be constitute the sole and exclusive remedy of Sellers and the Sellers, their Affiliates and the Seller Related Parties against PurchasersBuyers and the Buyer Related Parties for all Losses or other Liabilities, arising out of, relating to or in connection with (i) the failure of the Transactions to be consummated, (ii) any breach or threatened or attempted breach of this Agreement or any certificate delivered hereunder (but subject to the limited right of Sellers, prior to termination of this Agreement, to seek specific performance pursuant to, but solely to the extent permitted by, and subject to the terms and conditions of, Section 8.4), or (iii) any failure or threatened or attempted failure to perform hereunder or otherwise (but subject to the limited right of the Sellers, prior to termination of this Agreement, to seek specific performance pursuant to, but solely to the extent permitted by, and subject to the terms and conditions of, Section 8.4), or (iv) the Equity Commitment Letters, the financing sources of the Debt Financing and Limited Guarantees or any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreementother document, the transactions contemplated herebythereby, any statement or representation (written or oral) made in connection therewith, or the Debt Financing Agreementstermination of this Agreement, in each case, including in any Action under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity and whether willfully, intentionally, unintentionally or otherwise, and upon such termination full payment to the Sellers by Sellers and receipt Buyers or their designee of the Reverse Termination FeeFee (if payable), none of Buyers or the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Buyer Related Parties shall have any further liability Liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions Transactions or the Equity Commitment Letters or Limited Guarantees. (c) For the avoidance of doubt, the Parties acknowledge and agree that, subject to the limited right of the Sellers, prior to termination of this Agreement, to seek specific performance pursuant to, but solely to the extent permitted by, and subject to the terms and conditions of Section 11.38.4(b), if the Transactions are not consummated for any reason or no reason, whether willfully, intentionally, unintentionally or otherwise, or any failure to perform hereunder, or in equity respect of any statement or at lawrepresentation (whether written or oral) made or alleged to have been made, in each case, whether arising in law (whether for breach of contract, in tort or otherwise)) or in equity, (i) the maximum aggregate Liability (whether in damages, through the payment of the Reverse Termination Fee, both or otherwise) of the Buyer Related Parties under or in connection with this Agreement or the Transactions in no event exceed the amount of the Reverse Termination Fee (plus any accrued interest on the applicable Liability, subject to the Enforcement Cap) and (ii) in no event will any Seller or any Seller Related Party seek to recover any amounts in excess of the Reverse Termination Fee (plus any accrued interest on the applicable Liability, subject to the Enforcement Cap) or bring any Action against a Buyer Related Party except as expressly permitted by the Limited Guarantees.

Reverse Termination Fee. (a) If In the event that this Agreement is validly terminated by Sellers pursuant to Section 9.1(b)(ii) or Section 9.1(c7.1(f), then Purchasers the Buyer shall pay to the Seller an amount in cash by wire transfer of immediately available fundsfunds equal to $9,660,000 (together with any interest owed thereon pursuant to this Section 7.3(a), to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) (the “Reverse Termination Fee”); provided) to the account designated in writing by the Seller, however, which shall be paid within three (3) Business Days of the Buyer’s receipt of the notice of such termination. Each of the parties hereto acknowledges and agrees that Purchasers shall not be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (bi) Each Party acknowledges that the agreements contained in this Section 9.4 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties parties would not enter into this Agreement, and (ii) in light of the difficulty of accurately determining actual damages in connection with a Financing Failure, upon any termination of this Agreement pursuant to Section 7.1(f), the Reverse Termination Fee constitutes a reasonable estimate of the losses that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages (and not a penalty). Accordingly, if Purchasers fail If the Buyer fails to promptly to pay the amounts due Reverse Termination Fee when due, interest shall accrue on such amount from the date such payment was required to be paid pursuant to the terms of this Section 9.4, andAgreement until the date of payment at the Interest Rate as of the third Business Day after Xxxxx’s receipt of the notice of termination. If, in order to obtain such paymentspayment, Sellers commence the Seller commences a suit that results in a judgment against Purchasers for such party for such amount, the amounts set forth in this Section 9.4, Purchasers will Buyer shall pay to Sellers, Sellers’ the Seller its reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and disbursementsexpenses) incurred in connection with such suit. The Parties acknowledge . (b) In the event that the Buyer shall be obligated to pay the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damagesFee, in a reasonable amount that will compensate Sellers in and without limiting the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Sale, which amount would otherwise be impossible to calculate with precision. (c) Except as terms set forth in the last sentence of this Section 9.4(b7.3(b), in any circumstance in which Sellers have the right to receive actual receipt by the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt Seller of the Reverse Termination Fee shall be deemed to be liquidated damages and the sole and exclusive remedy of Sellers the Seller and their Affiliates any other Person against Purchasersthe Buyer, the financing sources of the Debt Financing Sources and any of their respective, direct or indirect, Buyer’s former, current or future equityholders, controlling persons, directors, officers, employees, general or limited partners, managers, management companies, members, stockholders, officers, directors, Affiliates, employeesassignees, representativesRepresentatives or agents (each, agents, successors a “Buyer Related Party,” and assigns (collectively, the “Purchaser Buyer Related Parties”) ), and no Buyer Related Party shall have any other liability or obligation, for any loss or all losses or damages, whether at law or in equity, suffered as a result of or incurred by the Seller or any breach of any representation, warranty, covenant or agreement other Person in connection with this AgreementAgreement (and the termination hereof), the transactions contemplated hereby, or by this Agreement (including the Debt Financing AgreementsFinancing) (and the abandonment thereof) or any matter forming the basis for such termination (in each case, provided that such circumstances do not involve fraud of the Buyer). Without limiting (x) the foregoing, (y) the rights of the Seller in respect of specific performance pursuant to Section 8.4 or (z) any rights under the Confidentiality Agreement, the parties acknowledge and agree that in the event that this Agreement is validly terminated pursuant to Section 7.1(f), and upon such termination the Reverse Termination Fee is paid within the three (3) Business Day period specified in Section 7.3(a), then, the maximum aggregate liability of the Buyer and any other Buyer Related Party under this Agreement or relating to the transactions contemplated by Sellers and receipt this Agreement shall be limited to an amount equal to the amount of the Reverse Termination Fee, none and in no event shall the Seller or any other Person seek to recover any money damages in excess of such amount. The parties hereto acknowledge and agree that in no event shall the PurchasersBuyer be required to pay the Reverse Termination Fee on more than one occasion at the same or at different times and upon the occurrence of different events. For the avoidance of doubt, if the Buyer does not become obligated to pay the Reverse Termination Fee or the Buyer does become obligated to pay the Reverse Termination Fee but such Reverse Termination Fee is not paid within the three (3) Business Day period specified in Section 7.3(a), the financing sources Seller shall retain all of its rights pursuant to this Agreement (including, prior to the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out termination of this Agreement, pursuant to Section 8.4) and pursuant to applicable Law. So long as this Agreement shall not have been terminated, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) Seller shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect topursue a grant of specific performance under Section 8.4 pursuant to the terms hereof, any breach but under no circumstances shall the Seller be permitted or entitled to receive both a grant of specific performance under Section 8.4 and the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise)Reverse Termination Fee.

Reverse Termination Fee. (a) If In the event that (i) this Agreement is validly terminated by Sellers pursuant to Section 9.1(b)(ii) or Section 9.1(c8.1(a)(v), (ii) neither Seller nor its Affiliates materially breached their obligations under Section 6.1 and (iii) the only condition to Closing that is not satisfied (or could be satisfied) is Section 7.1(b) because Buyer would not agree or commit to sell, license, dispose of, hold separate or operate in any specified manner any of Buyer’s, the Company’s or any of their respective Affiliates’ or Subsidiaries’ quarries that are located in Georgia, then Purchasers shall Buyer shall, by way of compensation, pay to the Company the Reverse Termination Fee by wire transfer of immediately available funds, (to an account designated by Sellers, within two the Company) of immediately available funds (2x) prior to or concurrently with such termination in the event of a termination by Buyer or (y) no later than the fifth (5th) Business Days after Day following such termination in the date on which this Agreement is so terminated, event of a termination by Seller or the amount of Five Million Dollars ($5,000,000) (the “Reverse Termination Fee”); provided, however, that Purchasers Company. In no event shall not Buyer be liable required to Sellers for pay the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suiton more than one occasion. The Parties acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable Seller 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 SaleAgreement, which amount would otherwise be impossible to calculate with precision. (cb) Except as set forth in Section 9.4(b)the case of any fraud or willful breach of this Agreement, in any circumstance in which Sellers have the right to receive Seller receives the Reverse Termination Fee in full pursuant to Section 9.4(a8.3(a), Sellers’ termination of this Agreement and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy of Sellers Seller and its Affiliates against Buyer and their Affiliates against Purchasers, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partnersrespective officers, managers, membersdirectors, stockholders, officers, directorssecurityholders, Affiliates, employees, representatives, agents, successors advisors and assigns (collectively, the “Purchaser Related Parties”) agents for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties these parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise).

Reverse Termination Fee. (a) If this Agreement is validly terminated by Sellers pursuant to Section 9.1(b)(ii9.1(b) or Section 9.1(c9.1(f) (or pursuant to another provision of Section 9.1 at a time when this Agreement is terminable pursuant to Section 9.1(b) or Section 9.1(f)) (a “Specified Termination”), then Purchasers shall pay by wire transfer of immediately available funds, to an account designated by SellersPurchaser shall, within two (2) Business Days after of any such Specified Termination, pay to Seller, in cash by wire transfer of immediately available funds to the date on which this Agreement is so terminatedaccount designated in writing by Seller, the amount of Five Million Dollars ($5,000,000) 141,000,000 (the “Reverse Termination Fee”); provided, however, that Purchasers . In no event shall not be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12be payable on more than one occasion. (b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties Party would not enter into this Agreement. Accordingly, if Purchasers fail If Purchaser fails to promptly to pay the Reverse Termination Fee when due, Purchaser will reimburse Seller for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such amounts and the enforcement by Seller of its rights under this Section 9.4 (collectively, the “Collection Fees and Expenses”) within two (2) Business Days after Seller provides Purchaser with a notice of such Collection Fees and Expenses. If Purchaser fails to promptly pay any amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers Purchaser will pay to SellersSeller, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with from the date such suitpayment was required to be paid until the date of actual payment, interest at the Interest Rate on such amounts. The Parties acknowledge that the Reverse Termination Fee shall will not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable Seller 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 SaleTransaction, which amount would otherwise be impossible to calculate with precision. (c) Except Subject to Section 9.2 and except as set forth provided in the last sentence of Section 5.1(e), Section 5.3, the last sentence of Section 5.8(a) and in Section 9.4(b), in any a circumstance in which Sellers have the right to receive Seller effects a Specified Termination and the Reverse Termination Fee is paid in full pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt of (i) the Reverse Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates the Seller against Purchasers(A) Purchaser, (B) the financing sources of Guarantor under the Guaranty, (C) the parties to the Debt Commitment Letter or the Equity Commitment Letter and all other Financing Parties and (D) any of their respective, direct or indirect, former, current or future general or limited partners, managersdirectors, officers, employees, agents, members, stockholdersmanagers, officersattorneys or representatives of any Person named in the foregoing clauses (A), directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, B) or (C) or any of their respective Affiliates or Representatives (the “Purchaser Related Parties”) for any loss suffered as a result of, relating to or arising out of any breach of any representationsuch Specified Termination, warranty, covenant or agreement in this Agreement, the Guaranty, the Equity Commitment Letter, the other Transaction Documents and the transactions contemplated hereby or thereby, including any breach of this Agreement by Purchaser, the termination of this Agreement or the failure to consummate the Transaction and the other transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee, (ii) none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability Liability or obligation to Seller or any of its Affiliates as a result of, relating to or arising out of this Agreement, the Guaranty, the Commitment Letters, the other Transaction Documents, or the transactions contemplated hereby or thereby, or any claims or actions arising out of any breach of this Agreement by Purchaser, the termination of this Agreement or the failure to consummate the Transaction and the other transactions contemplated hereby. For the avoidance of doubt, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financingnothing in this Section 9.4(c) shall remain obligated forlimit (i) any remedies of Seller prior to a Specified Termination, and Sellers and their Subsidiaries may be entitled including specific performance pursuant to Section 11.7, (ii) any of Purchaser’s obligations under or remedies available to Seller with respect to, any breach of to the Confidentiality Agreement or the provisions of Section 11.3Agreements, whether in equity or at law, in contract, in tort or otherwise)otherwise or (iii) the agreements, waivers and other obligations of Seller and its Subsidiaries under Section 11.16.

Reverse Termination Fee. (a) If In the event that this Agreement is validly terminated by Sellers the Shareholders pursuant to Section 9.1(b)(ii8.1(a)(vii) then, in consideration of the Shareholders and the Company irrevocably and unconditionally agreeing not to exercise, and agreeing to waive, any and all claims and rights the Shareholders and the Company have arising out of, in connection with, or Section 9.1(c)related to, this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, then Purchasers Buyer shall pay by wire transfer of pay, in accordance with this and the immediately available fundsfollowing sentence, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, a one-time fee in the amount of Five equal to Fifteen Million Dollars ($5,000,00015,000,000) in cash (the “Reverse Termination Fee”); provided) to the Company within five (5) Business Days of the valid termination of this Agreement in accordance with the terms and conditions hereof, however, it being understood that Purchasers in no event shall not Buyer be liable required to Sellers for pay the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12on more than one occasion. (b) Each Party of the parties acknowledges that the agreements contained in this Section 9.4 are an integral part payment by Buyer of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit. The Parties acknowledge that the Reverse Termination Fee shall Fee, if, as, and when due, is not constitute a penalty penalty, but rather is constitutes liquidated damages, damages in a reasonable amount that will to compensate Sellers in the circumstances in which Shareholders, Holdco the Reverse Termination Fee is payable Company for the efforts and resources expended and opportunities foregone forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the SaleAgreement, which amount would otherwise be impossible to calculate with precision. . Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreements, but subject in all respects to Section 8.2, this Section 8.3, and Section 10.11 (c) Except as including in each case, the limitations set forth in Section 9.4(btherein), in any circumstance in which Sellers have if Buyer fails to effect the right to receive the Reverse Termination Fee Closing when required pursuant to Section 9.4(a2.2 for any reason or no reason or otherwise breaches this Agreement (whether such breach is willful, intentional, unintentional or otherwise) or fails to perform hereunder or thereunder or fails to perform any obligation under Law (in each case, whether such failure is willful, intentional, unintentional, or otherwise), Sellersthen either (i) the Shareholders’ termination of rights to validly terminate this Agreement pursuant to Section 8.1 and receipt if such valid termination is pursuant to Section 8.1(a)(vii), to receive payment of the Reverse Termination Fee under Section 8.3(a) if, as, and when due or (ii) the Shareholders’ rights to validly seek a decree of specific performance or other equitable relief, if, and to the extent permitted pursuant to Section 10.11, shall be the sole and exclusive remedy of Sellers the Shareholders, Holdco and their Affiliates the Company against PurchasersBuyer. Except as expressly provided in the previous sentence, the financing sources Buyer shall not have any Liability or obligation to the Shareholders, Holdco or the Company (or any other Person), including consequential, indirect or punitive damages, or damages in lieu of specific performance, arising out of, in connection with, or related to this Agreement or the Debt Financing and any of their respective, direct Ancillary Agreements or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated herebyhereby or thereby or the failure of such transactions to be consummated, or the Debt Financing Agreementsin respect of any other contract, and upon such termination by Sellers and receipt agreement, document or theory of the Reverse Termination Fee, none law or equity or in respect of the Purchasers, the financing sources of the Debt Financing, any representation made or any of their respective Purchaser Related Parties shall have any further liability alleged to be made in connection herewith or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3therewith, whether in equity or at law, in contract, in tort or otherwise. Upon payment of the Reverse Termination Fee under Section 8.3(a) if, as, and when due, Buyer shall not have any further Liability or obligation to the Shareholders, Holdco or the Company (or any other Person), including consequential, indirect, or punitive damages, or damages in lieu of specific performance, arising out of, related to, or in connection with this Agreement, the transactions contemplated hereby or the failure of such transactions to be consummated (whether willfully, intentionally, or otherwise), or in respect of any other contract, agreement, document, or theory of law or equity or in respect of any representation made or alleged to be made in connection herewith or therewith, whether in equity or at law, in contract, tort, or otherwise; provided, however, that nothing set forth herein shall affect the obligations of Buyer pursuant to the confidentiality agreement between Buyer and the Company following the termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, under no circumstances will any Shareholder, Holdco or the Company be entitled to both any monetary damages, including all or any portion of the Reverse Termination Fee, and a grant of specific performance or other equitable remedies pursuant to Section 10.11. The Reverse Termination Fee is inclusive of any Taxes and any recovery or collection costs. (c) For the avoidance of doubt, while the Shareholders and the Company, as applicable, may, subject in all respects to Section 8.2, this Section 8.3, and Section 10.11 (including, in each case, the limitations set forth therein), pursue both a grant of specific performance to the extent permitted by Section 10.11, on the one hand, and payment of the Reverse Termination Fee, if, as, and when due under Section 8.3(a), under no circumstances shall the Shareholders, Holdco or the Company be permitted or entitled to receive both a grant of specific performance resulting in the consummation of the Closing or the transactions contemplated hereby or any other equitable relief, on the one hand, and payment of any monetary damages whatsoever or payment of the Reverse Termination Fee, if, as, and when due under Section 8.3(a), on the other hand. (d) Buyer’s obligation to pay or cause to be paid the Reverse Termination Fee if, as, and when due under Section 8.3(a) shall survive and remain in full force and effect and shall be enforceable by the Shareholders, pursuant and subject to Section 8.3, for a period of thirty (30) days following termination of this Agreement in accordance with its terms (the “Final Termination Date”), at which time such obligation shall terminate without any Liability to Buyer, unless prior to the Final Termination Date, the Shareholders, Holdco or the Company shall have commenced an action in accordance with Section 10.7 alleging amounts payable by Buyer to the Company in respect of the Reverse Termination Fee.

Reverse Termination Fee. (ai) If this Agreement is validly terminated (i) by Sellers Cyclerion pursuant to Section 9.1(b)(ii8.1(a)(iv) or Section 9.1(c)8.1(a)(viii) or (ii) by Cyclerion or the Buyer pursuant to Section 8.1(a)(ii) at a time when Cyclerion had a right to terminate pursuant to Section 8.1(a)(iv) or Section 8.1(a)(viii) (without giving effect to any notice requirement, cure period or waiting period set forth therein) then Purchasers Buyers shall pay by wire transfer of to Cyclerion an amount in cash equal to $1,000,000 in immediately available funds, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) funds (the “Reverse Termination Fee”); provided, however, that Purchasers shall not be liable to Sellers for ) within three (3) Business Days after such termination. Any payment of the Reverse Termination Fee solely due shall be deemed to be liquidated damages and not a failure penalty, and in no event shall Buyers be required to satisfy pay the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12Reverse Termination Fee on more than one occasion. (bii) Notwithstanding anything to the contrary herein or in any other Transaction Agreement, (i) in the event that the Reverse Termination Fee is payable under Section 8.3(a), Cyclerion’s receipt of the Reverse Termination Fee in full shall be the sole and exclusive remedy of the Cyclerion Parties against the Buyer Parties for any damages suffered as a result of the failure of the Closing to be consummated or for a breach or failure to perform hereunder, and no Buyer Parties shall have any further Liability to any Person relating to or arising out of this Agreement or the transactions contemplated hereby, and the Cyclerion Parties shall be deemed to have waived all other remedies (including equitable remedies) with respect to any and all damages or Liabilities suffered or incurred in connection with this Agreement or the transactions contemplated hereby and (ii) the maximum aggregate Liability of the Buyer Parties, taken as a whole, under or in connection with this Agreement and the transactions contemplated hereby shall be limited to an amount equal to the amount of the Reverse Termination Fee, and in no event shall any of the Cyclerion Parties seek to recover, or be entitled to recover, any damages or other losses of any kind, character or description in excess of such amount; provided that the foregoing shall not limit the ability of Cyclerion to recover reimbursement for costs and expenses or indemnification under Section 8.3(b)(iii) and Article IX, and any such reimbursement, indemnification or interest shall not reduce the amount of the Termination Fee; and provided, further, that nothing in this Section 8.3(b)(ii) shall restrict Cyclerion’s entitlement to seek and obtain specific performance as and to the extent permitted by Section 12.17. (iii) Each Party of Buyer and Buyer Parent acknowledges that the agreements contained in this Section 9.4 8.3(b)(iii) are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties Cyclerion would not enter into this Agreement. Accordingly, if Purchasers Buyers fail promptly to pay the amounts Reverse Termination Fee when due pursuant to this Section 9.48.3(b), and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will they shall also pay to Sellers, Sellers’ any reasonable and documented out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Cyclerion in connection with such suit. The Parties acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating enforcing this Agreement and in reliance on this Agreement and to obtain payment of such unpaid fee (including by legal action), together with interest on the expectation amount of such unpaid fee at a rate per annum equal to 2% from the consummation of date such fee was required to be paid to (but excluding) the Sale, which amount would otherwise be impossible to calculate with precisionpayment dates. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have the right to receive the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates against Purchasers, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise).

Reverse Termination Fee. (a) If this Agreement is validly terminated by Sellers pursuant to ‎Section 9.1(b) or ‎Section 9.1(f) (or pursuant to ‎Section 9.1(d) or Section 9.1(e) at a time when this Agreement is terminable pursuant to Section 9.1(b)(ii9.1(b) or Section 9.1(c‎Section 9.1(f)) (a “Specified Termination”), then Purchasers shall shall, within ten (10) Business Days of any such Specified Termination, pay to Seller, in cash by wire transfer of immediately available funds, funds to an the account designated in writing by SellersSeller, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Fifty Million Eight Hundred Seventy-Five Million Thousand Dollars ($5,000,00050,875,000) (which amount is inclusive of any VAT for which Seller or any of its Affiliates is liable to account to any relevant Taxing Authority or any other Taxes) (the “Reverse Termination Fee”); provided, however, that Purchasers shall not be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges that the agreements contained in this Section ‎Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties Seller would not enter into this Agreement; accordingly, this Agreement may not be enforced without giving full effect to this ‎Section 9.4 (including the Purchasers Maximum Liability Limit and the Qualifying Amounts Cap) and ‎Section 11.7. Accordingly, if If Purchasers fail to promptly to pay the Reverse Termination Fee when due and Seller commences a Proceeding against Purchasers which result in a Judgment against Purchasers for the Reverse Termination Fee (or any portion thereof), Purchasers will reimburse Seller (subject to the Qualifying Amounts Cap) in respect of (x) all out of pocket costs and expenses (including reasonably incurred and properly documented fees and disbursements of counsel) incurred in connection with such Proceeding (collectively, the “Collection Fees and Expenses”), and (y) Qualifying Interest Expenses (as defined below) within two (2) Business Days after Seller provides Purchasers with a notice of such Collection Fees and Expenses. If Purchasers fail to promptly pay any amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section ‎Section 9.4, Purchasers will pay to SellersSeller, Sellers’ costs and expenses from the date such payment was required to be paid until the date of actual payment, interest at a rate per annum equal to the prime rate as published in the Wall Street Journal on the date the applicable payment was required to be made (including reasonable attorney’s fees and disbursementsor if no quotation for such prime rate is available for such date, on the next preceding date for which such quotation is available) in connection with (such suitamounts, “Qualifying Interest Expenses”), subject to the Qualifying Amounts Cap. The Parties acknowledge that the Reverse Termination Fee shall will not constitute a penalty but rather is liquidated damages, in a reasonable amount that will adequately compensate Sellers Seller and the Seller Related Parties in the circumstances in which the Reverse Termination Fee such amount is due and payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the SaleTransaction, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth If this Agreement is terminated in Section 9.4(b), in any circumstance in which Sellers have the right to receive the Reverse Termination Fee accordance with its terms pursuant to Section 9.4(a)‎Section 9.1, Sellers’ then, for the avoidance of doubt without limiting the specific performance rights of Seller to require Purchaser to close and the draw-down of the Cash Equity pursuant to ‎Section 11.7 prior to the termination of this Agreement and receipt of in accordance with its terms, (i) the Reverse Termination Fee Fee, (ii) any Collection Fees and Expenses and the Qualifying Interest Expenses, and (iii) any indemnification, reimbursement or other similar payments in accordance with ‎Section 2.11(e), ‎Section 5.1(f), ‎Section 5.4(a), the Financing Reimbursement Obligation under Section 5.8(c), ‎Section 5.9, Section 5.11(b), and ‎Section 5.16(d) (such indemnification, reimbursement or other similar payments, to the extent payable in accordance with the respective terms of the foregoing provisions, the “Expense and Reimbursement Obligations”), up to a total limit in relation to (A) (ii) and (iii) of Five Million Dollars ($5,000,000) in the aggregate (such aggregate amount, the “Qualifying Amounts Cap”) and (B) (i), (ii) and (iii) of Fifty-Five Million Eight Hundred Seventy Five Thousand Dollars ($55,875,000) in the aggregate (such amount, the “Purchasers Maximum Liability Limit”) shall be the sole and exclusive remedy (whether by or through attempted piercing of Sellers and their Affiliates the corporate veil, by or through a Proceeding by or on behalf of any Person, by the enforcement of any assessment, or whether at Law, in equity, in contract, in tort or otherwise) of Seller against Purchasers, the financing sources of Guarantors under the Limited Guaranty, the parties to the Debt Financing Commitment Letter or the Equity Commitment Letter, and any of their respective, direct or indirect, former, current or future respective general or limited partners, managers, members, stockholders, officers, directorsdirectors or employees for any and all losses or Liabilities suffered or incurred by Seller, Affiliatesany Seller Entity or any Representative or Affiliate thereof, employeesor any Seller Shareholder (each, representativesother than Seller, agentsa “Seller Related Party”, successors and assigns (collectivelyand, together, the “Purchaser Seller Related Parties”) for against Purchasers, the Guarantors, or any loss suffered as a result member of the CVC Network, or any Representative, stockholder or general or limited partner of any breach of Purchasers, the Guarantors, or any representationmember of the CVC Network, warrantyor any Affiliate of the foregoing (each, covenant other than Purchasers, a “Purchasers Related Party”, and, together, the “Purchasers Related Parties”) in connection with this Agreement, any agreement executed in connection herewith (including any Transaction Documents, the Limited Guaranty and the Commitment Letters) or agreement in certificate delivered with respect hereto, the Transaction, the termination of this Agreement, the transactions contemplated herebyfailure to consummate the Transaction, or any Proceedings or Judgments under applicable Law arising out of any breach (including Willful Breach), termination of, or any inaccuracy in the Debt Financing Agreementsrepresentations and warranties in or failure to comply with the terms of, this Agreement or any other Transaction Document, the Limited Guaranty and the Commitment Letters. In no event will Purchasers be required to pay the Reverse Termination Fee on more than one occasion or to any Person other than Seller, whether or not the Reverse Termination Fee may be payable pursuant to more than one provision of this Agreement at the same or at different times and upon such the occurrence of different events. In no event will Purchasers be required to pay any monetary damages in addition to the Reverse Termination Fee (and, if applicable, Collection Fees and Expenses, Qualifying Interest Expenses and the Expense and Reimbursement Obligations, subject to in the aggregate the Qualifying Amounts Cap). While Seller may pursue both (i) a grant of specific performance of Purchasers’ obligation to consummate the Closing and draw down the Cash Equity pursuant to ‎Section 11.7 (which may not be awarded after the termination by Sellers of this Agreement in accordance with its terms) and receipt (ii) payment of the Reverse Termination Fee, in no event will Seller be entitled to payment of the Reverse Termination Fee if (A) Seller receives an order of specific performance of Purchasers’ obligation to close and draw down the Cash Equity pursuant to ‎Section 11.7 or (B) the Equity Investors fund the Cash Equity and the Closing is consummated pursuant to the terms of this Agreement on the date specified by Purchasers on at least three (3) Business Days’ written notice to Seller provided such date shall be no more than fourteen (14) days following the date on which the Reverse Termination Fee is determined to be owed. For the avoidance of doubt, nothing in this ‎Section 9.4(c) shall be deemed to require the Seller to pursue a grant of specific performance pursuant to Section 11.7 as a condition to pursuing payment of the Reverse Termination Fee if and when due pursuant to this ‎Section 9.4. Upon the termination of this Agreement in accordance with the terms hereof and payment of the Reverse Termination Fee, the Collection Fees and Expenses and the Qualifying Interest Expenses (if any) when payable and the other Expense and Reimbursement Obligations (if any) when payable (in all cases subject to the Qualifying Amount Cap), and in all events subject to the Purchasers Maximum Liability Limit, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Purchasers and Purchasers Related Parties shall will have any further liability Liability or obligation to any of the Seller Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith (including any Transaction Document, the transactions contemplated herebyLimited Guaranty and the Commitment Letters) or certificate delivered with respect hereto or the Transaction, or the Debt Financing Agreements failure to consummate the Transaction, or any Proceedings or Judgments under applicable Law arising out of any breach (except that including Willful Breach), termination of, or any inaccuracy in the applicable Purchaser representations and warranties in or failure to comply with the terms of, this Agreement, any other Transaction Document, the Equity Commitment Letter or the Limited Guaranty. Subject to the Company’s right to obtain specific performance of Purchaser’s obligation to consummate the Closing (and draw down the Cash Equity) if permitted by, ‎Section 11.7, (x) in no event will Seller or any of the Seller Related Parties seek or obtain, nor will they permit any of their respective Representatives or any other Person acting on their behalf or by and through them to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award in excess in the aggregate for all such Persons of the Purchasers Maximum Liability Limit (taking into account and inclusive of payment of the Reverse Termination Fee if paid) against Purchasers or the Purchasers Related Parties, as applicable (and, for the avoidance of doubt, may only seek or obtain such amounts, in the aggregate for all such Persons up to the Purchasers Maximum Liability Limit (taking into account and inclusive of payment of the Reverse Termination Fee if paid), from Purchasers or from the Guarantors under the Limited Guaranty in accordance with its terms (and not from any other Purchasers Related Party), and in no event will the Purchaser Seller Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies seek or obtain any monetary damages or monetary recovery of any kind, including in lieu of specific performance and including consequential, special, indirect or punitive damages, in addition to the Reverse Termination Fee, the Collection Fees and Expenses (if any), the Expense and Reimbursement Obligations (if any), and the Qualifying Interest Expenses (if any) (solely from Purchasers or from the Guarantors under the Limited Guaranty in accordance with its terms (and not from any other Purchasers Related Party) when payable hereunder or thereunder, from the Purchasers or Purchasers Related Parties for, or with respect to, this Agreement, any agreement executed in connection herewith (including any Transaction Document, the Limited Guaranty and the Commitment Letters) or certificate delivered with respect hereto, the Transactions, the termination of this Agreement, the failure to consummate the Transaction, or any Proceedings or Judgments under applicable Law arising out of any breach (including Willful Breach), termination of, or any inaccuracy in the representations and warranties in or failure to comply with the terms of, this Agreement or any other Transaction Document, the Limited Guaranty and the Commitment Letters and (y) in no event if the Closing does not occur will the aggregate liability of Purchasers and any of the Purchasers Related Parties, in each case in connection with this Agreement, any agreement executed in connection herewith (including any Transaction Document, the Limited Guaranty and the Commitment Letters) or certificate delivered with respect hereto, the Transaction, the termination of this Agreement, the failure to consummate the Transaction, or any Proceedings or Judgments under applicable Law arising out of any breach (including Willful Breach), termination of, or any inaccuracy in and representations and warranties in or failure to comply with the terms of, this Agreement, any Transaction Document, the Limited Guaranty and the Commitment Letters) be greater than the Purchasers Maximum Liability Limit. The right to receive the Reverse Termination Fee if and when due pursuant to this ‎Section 9.4 shall be solely a right of Seller (and not of any Seller Related Party) and will be exercised solely by Seller (to the extent exercisable). Notwithstanding anything in this Agreement to the contrary, Purchasers shall have the option, in their sole discretion, in lieu of paying the Reverse Termination Fee if and when due pursuant to this ‎Section 9.4(c) instead to consummate the Closing pursuant to the terms of this Agreement and by having the Equity Investors fund the Cash Equity in each case on the date specified by Purchasers on at least three (3) Business Days’ written notice to Seller provided such date shall be no more than fourteen (14) days following the date on which the Reverse Termination Fee is determined to be owed. For the avoidance of doubt, nothing in this ‎Section 9.4(c) or ‎Section 11.16 shall limit any of CVC Advisers Limited’s obligations under or remedies available to Seller or ST Shared Services, LLC with respect to the Confidentiality Agreement or the provisions of Section 11.3Agreement, whether in equity or at lawLaw, in contract, in tort or otherwise. The Parties agree and acknowledge that equityholders of Seller have no rights under this Agreement (other than third party beneficiary rights to the non-recourse provisions under 11.16 to the extent applicable), the Limited Guaranty, the Commitment Letters, or otherwise with respect to the transactions contemplated hereby and thereby. Seller shall, and shall cause its Affiliates to, (x) not initiate, direct, consent to, knowingly facilitate, knowingly cooperate with, or knowingly provide any support, information, communication or other assistance with respect to, any claim or Proceeding by or involving an equityholder of Seller in connection with this Agreement, the Limited Guaranty, the Equity Commitment Letter, or any other Transaction Document or otherwise with respect to the transactions contemplated hereby and thereby and (y) use reasonable best efforts to cooperate with and provide reasonable assistance to Purchasers or Purchaser Related Parties (as the case may be) to oppose and defend against and seek prompt dismissal of any and all such claims and Proceedings.

Reverse Termination Fee. (a) If this Agreement is validly terminated by Sellers (i) HD Supply pursuant to Section 9.1(b)(ii7.1(c) or Section 9.1(c)7.1(e) or (ii) either Party pursuant to Section 7.1(d) at a time when HD Supply has the right to terminate this Agreement pursuant to Section 7.1(c) or Section 7.1(e) but has not exercised that right, then Purchasers shall at HD Supply’s written request, Buyer will pay by wire transfer of immediately available funds, to an account designated by Sellers, within two (2) Business Days after HD Supply a fee in the date on which this Agreement is so terminated, the aggregate amount of Five Million Dollars ($5,000,000) 240.0 million (the “Reverse Termination Fee”); provided, however, that Purchasers shall not be liable in cash by wire transfer of immediately available funds to Sellers for the an account designated by HD Supply. The Reverse Termination Fee solely due to a failure to satisfy the conditions will be paid as promptly as reasonably practicable, but in no event later than three Business Days, after notice of termination of this Agreement as provided in this Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.127.3. (b) Each Party If HD Supply commences an Action against Buyer alleging that Buyer has failed to pay the Reverse Termination Fee when due, (i) if the Reverse Termination Fee is ultimately paid by Buyer, Buyer will pay to HD Supply, together with the Reverse Termination Fee, HD Supply’s reasonable, documented out-of-pocket costs and expenses (including outside attorneys’ fees) incurred in connection with such Action and (ii) if the Reverse Termination Fee is determined not to be payable, HD Supply will pay to Buyer, Buyer’s reasonable, documented out-of-pocket costs and expenses (including outside attorneys’ fees) incurred in connection with such Action. Buyer acknowledges and agrees that the agreements contained in this Section 9.4 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties HD Supply would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay Each of the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit Parties further acknowledges that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit. The Parties acknowledge that payment by Buyer of the Reverse Termination Fee shall is not constitute a penalty penalty, but rather is constitutes liquidated damages, damages in a reasonable amount that will compensate Sellers HD Supply in the circumstances in which the Reverse Termination Fee such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Saletransactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth . The Parties further agree that, notwithstanding anything to the contrary in Section 9.4(b)this Agreement, in if Buyer fails to effect the Closing for any circumstance in which Sellers have the right to receive the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination of reason or otherwise breaches this Agreement or fails to perform hereunder, then, except for an order of specific performance as and receipt of only to the Reverse Termination Fee shall be the extent expressly permitted by Section 8.12 HD Supply’s sole and exclusive remedy of Sellers and their Affiliates against Purchasers, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in equity, in contract, in tort or otherwise) against Buyer, the Debt Financing Sources (including the Committed Lenders) and their respective Affiliates or any of their or their Affiliates’ former, current or future officers, directors, partners, shareholders, managers, members, agents or financing sources (including the Debt Financing Sources) (each, a “Buyer Related Party”) for any breach, loss or damage will be to terminate this Agreement in accordance with this Article VII and receive full payment of the Reverse Termination Fee as may be payable hereunder and receive the expense reimbursement provided in this Section 7.3(b) and Section 7.3(d). (c) Upon full payment of the Reverse Termination Fee and any reimbursement in accordance with Section 7.3(b) and Section 7.3(d), (i) neither HD Supply nor any of its Affiliates will be entitled to bring, support or maintain any Action (whether in contract or in tort, in law or in equity, or granted by statute or otherwise) against any Buyer Related Party arising out of or in connection with this Agreement, any Contract executed in connection herewith (including the Commitment Letters) or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination and (ii) HD Supply will cause any Action pending in connection with this Agreement, any Contract executed in connection herewith (including the Commitment Letters) or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof), to the extent maintained by HD Supply or any of its Affiliates against any Buyer Related Party, to be dismissed with prejudice promptly, and in any event within five Business Days after the full payment of the Reverse Termination Fee and such reimbursement. For the avoidance of doubt, while HD Supply may pursue both a grant of specific performance pursuant to Section 8.12 and the full payment of the Reverse Termination Fee, under no circumstances will HD Supply be permitted or entitled to receive both a grant of specific performance (if the Closing actually occurs) and the Reverse Termination Fee. In no event will HD Supply be entitled to collect the Reverse Termination Fee on more than one occasion. (d) Notwithstanding any provision of this Agreement to the contrary, Buyer will not (i) commence any Action challenging the validity or enforceability of any provision of this Section 7.3 or (ii) raise, as a defense, the validity or enforceability of any provision of this Section 7.3, in any Action. Should Buyer violate any aspect of this Section 7.3(d), Buyer agrees (A) that, in the case of a breach of clause (i) of the preceding sentence, such Action will be summarily withdrawn or dismissed and (B) that Buyer will pay all reasonable, documented out-of-pocket costs and expenses (including outside attorneys’ fees) incurred by HD Supply and its Affiliates in responding to or in connection with a result of such Action, or such defense, as the case may be.

Reverse Termination Fee. (a) If this Agreement is validly terminated by Sellers Buyer pursuant to Section 9.1(b)(ii12.1(b)(iii) or by Seller pursuant to Section 9.1(c12.1(c)(iii), then Purchasers Buyer shall pay by wire transfer of immediately available fundspay, or cause to be paid, to Seller an account designated by Sellers, within aggregate amount equal to two percent (22.0%) Business Days after of the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) Base Purchase Price (the “Reverse Termination Fee”); provided, however, that Purchasers shall ) not be liable to Sellers for later than the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12fifth (5th) Business Day following such termination. (b) Notwithstanding anything to the contrary set forth in this Agreement, (i) the parties agree that in no event shall Buyer be required to pay the Reverse Termination Fee on more than one occasion; and (ii) the parties agree that the Reverse Termination Fee shall be reduced by any amounts as may be required to be deducted or withheld therefrom under applicable Law. (c) Notwithstanding anything to the contrary set forth in this Agreement, Seller’s right to receive payment of the Reverse Termination Fee pursuant to Section 12.2(a) shall constitute the sole and exclusive remedy of Seller and the Company against Buyer and any of its former, current or future direct or indirect general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates, or assignees (collectively, the “Buyer Related Parties”) for any and all Losses suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated under the circumstances described in Section 12.2(a) or any other breach or failure to perform hereunder, and upon payment of such amount, none of the Buyer Related Parties shall have any further Liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement. The Buyer Related Parties are third party beneficiaries of this Section 12.2. (d) Each Party of the parties acknowledges that (i) the agreements contained in this Section 9.4 12.2 are an integral part of the transactions contemplated by this Agreement and thatAgreement, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursementsii) in connection with such suit. The Parties acknowledge that the Reverse Termination Fee shall is not constitute a penalty penalty, but rather is constitutes liquidated damages, in a reasonable amount that will compensate Sellers Seller in the circumstances in which the Reverse Termination Fee such amount 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 Saletransactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement. (ce) Except as set forth in Section 9.4(b)For the avoidance of doubt, in any circumstance in which Sellers have under no circumstances shall Seller or the right Company be permitted or entitled to receive the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination of this Agreement both an equitable remedy and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates against Purchasers, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise).

Reverse Termination Fee. (a) If this Agreement is validly terminated by Sellers Seller pursuant to (i) Section 9.1(b)(ii7.1(f) and at such time the conditions set forth in Section 5.1 and Section 5.2 have been satisfied or (to the extent permitted by applicable Law) waived (other than those conditions that by their terms or nature are to be satisfied at the Closing, provided that such conditions would be satisfied at the Closing, would it occur), or (ii) Section 9.1(c7.1(d) (each, a “Specified Termination”), then Purchasers shall Buyer will pay by wire transfer of immediately available funds, Seller (or its designees) an amount equal to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) 65 million (the “Reverse Termination Fee”); provided, however, ) in immediately available funds within five (5) Business Days after the date of such termination. Each of the parties hereto acknowledges and agrees that Purchasers shall not be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (bi) Each Party acknowledges that the agreements contained in this Section 9.4 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due pursuant to this Section 9.4, Ancillary Agreements and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursementsii) in connection with such suit. The Parties acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation light of the consummation difficulty of accurately determining actual damages with respect to the Saleforegoing upon any Specified Termination, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have the right to receive the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt payment of the Reverse Termination Fee shall constitutes a reasonable estimate of the losses that will be suffered by reason of any such Specified Termination and constitutes liquidated damages (and not a penalty). (b) Notwithstanding anything to the contrary in this Agreement, if Buyer fails to effect the Closing or otherwise breaches this Agreement (including any willful or intentional breach) or fails to perform hereunder prior to the Closing, then, in addition to Seller’s rights to specific performance in accordance with (but subject to the limitations of) Section 6.10 and as a third party beneficiary under the Equity Financing Commitments, Seller’s sole and exclusive remedy of Sellers and their Affiliates against Purchasers, the financing sources (regardless of the Debt Theory of Liability asserted) against the Buyer Representatives prior to the Closing in respect of this Agreement, any Ancillary Agreement, any Financing Commitment and the transactions contemplated hereby and thereby in connection with a Specified Termination shall be to terminate this Agreement in accordance with the terms hereof and collect the Reverse Termination Fee (if applicable) from Buyer in accordance with the terms hereof and, upon payment of such amount by Buyer: (1) no Buyer Representative shall have any further liability or obligation relating to or arising out of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered including as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of, or the termination of) this Agreement, any Ancillary Agreement (but excluding the Confidentiality Agreement), any Financing Commitment, any Restructuring Agreement or any of the transactions contemplated hereby or thereby, and (2) Seller shall cause any legal proceedings brought by it or its Affiliates pending in connection with this Agreement, any Ancillary Agreement, any Financing Commitment, any Restructuring Agreement or any of the transactions contemplated hereby or thereby, to the extent maintained by Seller or any of its Affiliates against any of Buyer or any Buyer Representative (other than a breach of the Confidentiality Agreement), to be dismissed with prejudice promptly following the payment of any such amounts. For purposes hereof, the term “Theory of Liability” shall mean any claims, obligations, Liabilities, causes of action, or proceedings (in each case, whether in contract or in tort, at Law or in equity, or pursuant to Law) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner prior to the Closing to this Agreement (other than a breach of the Confidentiality Agreement), any Restructuring Agreement, any Ancillary Agreement or any Financing Commitment, or the negotiation, execution, performance, termination or breach of this Agreement, the transactions contemplated herebyany Ancillary Agreement or any Financing Commitment, including any representation or warranty made in, in connection with, or an as inducement to enter into this Agreement and including theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated forveil, and Sellers and their Subsidiaries may be entitled to remedies with respect tounfairness, any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in contract, in tort undercapitalization or otherwise). The parties acknowledge and agree that in no event will Buyer be required to pay the Reverse Termination Fee on more than one occasion and in no event shall the Reverse Termination Fee be awarded if the Closing occurs.

Reverse Termination Fee. (a) If this Agreement is validly terminated (i) by Sellers Seller pursuant to Section 9.1(b)(ii9.1(e), or (ii) or by Seller pursuant to Section 9.1(c) where there has been a willful breach by Buyer that has resulted in the failure of a condition in Section 8.1 or 8.3 to be satisfied (each, a “Specified Seller Termination”), then Purchasers then, Buyer shall pay (or cause to be paid) by wire transfer of immediately available funds, to an account or accounts designated by SellersSeller, within two (2) ten Business Days after the date on which this Agreement is so terminated, terminated the amount of Five Million Dollars (equal to $5,000,000) 7,200,000 (the “Reverse Termination Fee”); provided, howeverthat in the event that Seller has exercised or attempted to exercise its rights to specific performance as provided in Section 11.11, that Purchasers Seller shall not be liable entitled to Sellers for the Reverse Termination Fee solely due unless Seller has effected a Specified Seller Termination within ten Business Days after an Order denying Seller a grant of specific performance to a failure to satisfy consummate the conditions of Closing as provided in Section 8.2(e)11.11 has become effective, provided that Purchasers have complied with its obligations under Section 5.12final and nonappealable. (b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties Party would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit. The Parties acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers Seller in the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Sale, which amount would otherwise be impossible to calculate with precision. Subject to Section 9.4(c), the Parties acknowledge that the right of Seller to pursue the Reverse Termination Fee shall not limit or otherwise affect Seller’s right to specific performance as provided in Section 11.11, or any of Seller’s rights set forth in Section 9.3 and Section 9.4(c); provided, however, that from and after such time as the Closing has occurred, Seller shall not under any circumstances be entitled to the Reverse Termination Fee. (c) Except as set forth in Section 9.4(b)the case of any fraud, in any circumstance in which Sellers have the right to receive Seller effects a Specified Seller Termination and receives the Reverse Termination Fee pursuant to in accordance with Section 9.4(a) and Section 9.4(b), Sellers’ Seller’s termination of this Agreement and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort or otherwise) of Sellers Seller and their Affiliates against Purchasersits Subsidiaries, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future equityholders, general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Seller Related Parties”) against Buyer, Sponsor, the Guarantor under the Limited Guaranty, and any of their respective, direct or indirect, former, current or future equityholders, general or limited partners, managers, Subsidiaries, Affiliates, officers, directors, employees, representatives, agents, successors and assigns (collectively, “Buyer Related Parties”) in connection with this Agreement, the Ancillary Agreements, the Limited Guaranty and the Equity Commitment Letter, including for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, the Ancillary Agreements or the Debt Financing AgreementsLimited Guaranty or the Equity Commitment Letter, and upon such termination by Sellers Specified Seller Termination and receipt of the Reverse Termination FeeFee by Seller, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Buyer Related Parties shall have any further liability Liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements Limited Guaranty or the Equity Commitment Letter (in each case, except that the applicable Purchaser Buyer Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers Seller and their Subsidiaries the other members of the Seller Group may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3Agreement, whether in equity or at law, in contract, in tort or otherwise). In the event of a Specified Seller Termination and receipt of the Reverse Termination Fee by Seller, then Seller agrees to cause any Action pending or contemplated in connection with this Agreement or any of the transactions contemplated hereby (including any Action related to the Equity Financing or Equity Commitment Letter) by Seller or any of its Subsidiaries, and to use their commercially reasonable best efforts to cause any such Action by any other Seller Related Party against Buyer or any Buyer Related Party, to be dismissed with prejudice promptly (or not undertaken, as applicable), and in any event within ten Business Days, after payment of the Reverse Termination Fee to Seller. For the avoidance of doubt, nothing in this Section 9.4(c) shall limit any remedies of Seller prior to a Specified Seller Termination by Seller, including specific performance under Section 11.11.

Reverse Termination Fee. (a) If In the event that this Agreement is validly terminated by the Companies or Sellers pursuant as a result of Buyer’s breach of this Agreement by failing to Section 9.1(b)(ii) pay the Purchase Price under the terms of this Agreement, unless the failure to do so is as a result of a breach of any representation, warranty or Section 9.1(c)covenant of Sellers contained in this Agreement, or as a result of a failure of any of the Seller’s Conditions to Closing set forth in Sections 8.01 and 8.02 hereof, then Purchasers Buyer shall pay by wire transfer of immediately available funds, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) Companies a reverse termination fee equal to US$447,375 (the “Reverse Termination Fee”); provided, however, that Purchasers shall not . Any payment required to be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due made pursuant to this Section 9.4, and, 10.03 shall be made to Companies promptly following termination of this Agreement (and in order any event not later than five (5) Business Days after such termination) and such payment shall be made by wire transfer of immediately available funds to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for an account to be designated by the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suitCompanies. The Parties parties hereto acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the damages resulting from termination of this Agreement under circumstances in which the Reverse Termination Fee is payable for are uncertain and incapable of accurate calculation and that the efforts and resources expended and opportunities foregone while negotiating amounts payable pursuant to this Agreement Section 10.03 are reasonable forecasts of the actual damages which may be incurred, and in reliance on this Agreement and on the expectation of event that the consummation of the Sale, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have the right to Companies shall receive the Reverse Termination Fee full payment pursuant to this Section 9.4(a)10.03, Sellers’ termination of this Agreement and the receipt of the Reverse Termination Fee shall be deemed to be liquidated damages, and not a penalty, for any and all losses or damages suffered or incurred by the sole Companies, the Sellers and exclusive remedy any of Sellers its and their Affiliates against Purchasers, the financing sources of the Debt Financing and or any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any other Person in connection with Buyer’s breach of any representation, warranty, covenant or agreement in this Agreement (and the termination hereof) by failing to pay the Purchase Price under the terms of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt payment of the Reverse Termination Fee, such amount none of the Purchasers, the financing sources of the Debt Financing, Buyer or any of their respective Purchaser Related Parties its Affiliates, including Parent, shall have any further liability or obligation relating to Sellers or any Company arising out of the termination of this Agreement, Agreement as a result of Buyer’s breach of this Agreement by failing to pay the transactions contemplated herebyPurchase Price hereunder. Nothing in this Section 10.03 limits Companies’ or Sellers’ ability to reject the Reverse Termination Fee in the event of fraud by Buyer, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties pursue any independent cause of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies action against Parent with respect to, any to a breach of the Confidentiality Agreement or between Parent and the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise)Companies.

Reverse Termination Fee. In the event that (ai) If Seller shall validly terminate this Agreement is validly terminated by Sellers pursuant to Section 9.1(b)(ii12.1(f), (ii) either party terminates pursuant to Section 12.1(e) when all of the conditions in Article IX and X (other than Section 9.4 and those conditions that by their nature are to be satisfied by actions at Closing or can only be satisfied if the Financing has been received) have been satisfied or waived or (iii) either party validly terminates this Agreement pursuant to Section 9.1(c12.1(g), then Purchasers no later than five (5) business days after such termination if such termination is by Seller or immediately prior to such termination if such termination is by Buyer, Buyer shall pay by wire transfer or cause to be paid to Seller a termination fee of immediately available funds, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Fifteen Million Dollars ($5,000,00015,000,000) (the “Reverse Termination Fee”); provided, however, that Purchasers ) in cash. If Buyer shall not be liable fail to Sellers for pay the Reverse Termination Fee solely due (or any portion thereof) when due, Buyer shall (a) pay to a failure Seller interest on the Reverse Termination Fee from the date five (5) business days after such termination to satisfy the conditions date of Section 8.2(e)payment thereof at the rate of five percent (5%) per annum, provided that Purchasers have complied with its obligations under Section 5.12. and (b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement reimburse Seller for all reasonable and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ documented out-of-pocket costs and expenses actually incurred by Seller (including reasonable attorney’s fees and disbursementsexpenses of counsel) in connection with such suitthe enforcement of this Section 12.3. The Parties acknowledge that Each of Buyer and Seller further acknowledges that, without the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in and the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Sale, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have the right to receive the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination other provisions of this Agreement and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates against PurchasersSection 12.3, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in Seller would not have entered into this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise).

Reverse Termination Fee. (a) If In the event that this Agreement is validly terminated by the Companies or Sellers pursuant as a result of Buyer’s breach of this Agreement by failing to Section 9.1(b)(ii) pay the Purchase Price under the terms of this Agreement, unless the failure to do so is as a result of a breach of any representation, warranty or Section 9.1(c)covenant of Sellers contained in this Agreement, or as a result of a failure of any of the Seller’s Conditions to Closing set forth in Sections 8.01 and 8.02 hereof, then Purchasers Buyer shall pay by wire transfer of immediately available funds, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) Companies a reverse termination fee equal to US$447,375 (the “Reverse Termination Fee”); provided, however, that Purchasers shall not . Any payment required to be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due made pursuant to this Section 9.4, and, 10.03 shall be made to Companies promptly following termination of this Agreement (and in order any event not later than five (5) Business Days after such termination) and such payment shall be made by wire transfer of immediately available funds to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for an account to be designated by the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suitCompanies. The Parties parties hereto acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the damages resulting from termination of this Agreement under circumstances in which the Reverse Termination Fee is payable for are uncertain and incapable of accurate calculation and that the efforts and resources expended and opportunities foregone while negotiating amounts payable pursuant to this Agreement Section 10.03 are reasonable forecasts of the actual damages which may be incurred, and in reliance on this Agreement and on the expectation of event that the consummation of the Sale, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have the right to Companies shall receive the Reverse Termination Fee full payment pursuant to this Section 9.4(a)10.03, Sellers’ termination of this Agreement and the receipt of the Reverse Termination Fee shall be deemed to be liquidated damages, and not a penalty, for any and all losses or damages suffered or incurred by the sole Companies, the Sellers and exclusive remedy any of Sellers its and their Affiliates against Purchasers, the financing sources of the Debt Financing and or any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any other Person in connection with Buyer's breach of any representation, warranty, covenant or agreement in this Agreement (and the termination hereof) by failing to pay the Purchase Price under the terms of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt payment of the Reverse Termination Fee, such amount none of the Purchasers, the financing sources of the Debt Financing, Buyer or any of their respective Purchaser Related Parties its Affiliates, including Parent, shall have any further liability or obligation relating to Sellers or any Company arising out of the termination of this Agreement, Agreement as a result of Buyer’s breach of this Agreement by failing to pay the transactions contemplated herebyPurchase Price hereunder. Nothing in this Section 10.03 limits Companies’ or Sellers’ ability to reject the Reverse Termination Fee in the event of fraud by Buyer, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties pursue any independent cause of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies action against Parent with respect to, any to a breach of the Confidentiality Agreement or between Parent and the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise)Companies.

Reverse Termination Fee. (a) If this Agreement is validly terminated by Sellers Supervalu pursuant to Section 9.1(b)(ii9.1(c)(i), or 9.1(c)(ii) or Section 9.1(c9.1(c)(iii) (each a “Specified Termination”), then Purchasers Purchaser shall pay by wire transfer of immediately available funds, to an account or accounts designated by SellersSupervalu, within two (2) Business Days after the date on which this Agreement is so terminated, the an amount of Five Million Dollars (in cash equal to $5,000,000) 88,725,000 (the “Reverse Termination Fee”); provided, however, that Purchasers shall not be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties Party would not enter into this Agreement. Accordingly, if Purchasers fail Purchaser fails promptly to pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence Supervalu commences a suit that results in a judgment against Purchasers Purchaser for the amounts set forth in this Section 9.4, Purchasers Purchaser will pay to SellersSupervalu, Sellers’ from the date such payment was required to be made, the Interest Rate on the amounts set forth in this Section 9.4 and Supervalu’s reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and disbursementsexpenses) incurred in connection with such suit. The Parties acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Sale, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth Supervalu agrees that in Section 9.4(b), in any circumstance in which Sellers have the right to receive the Reverse event that (i) Supervalu effects a Specified Termination Fee pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt (ii) Supervalu receives full payment of the Reverse Termination Fee Fee, the remedy provided for in Section 9.4(a) shall thereafter be the sole and exclusive remedy of Sellers and their Affiliates Supervalu against Purchasers, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) Parties for any loss Losses suffered or Liabilities incurred as a result of any the failure of the Merger to be consummated or for a breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, failure to perform hereunder or the Debt Financing Agreementsotherwise, and upon payment of such termination by Sellers and receipt of the Reverse Termination Feeamount, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the Commitment Letters or the Guaranty. For the avoidance of doubt, the preceding sentence shall not limit the rights of Supervalu under Section 11.11 prior to the satisfaction of the conditions in clauses (i) and (ii) of the preceding sentence. (d) In connection with any Loss suffered as a result of any willful and intentional breach of this Agreement by Purchaser, other than in a circumstance in which Supervalu is entitled to receive the Reverse Termination Fee pursuant to Section 9.4(a), Supervalu agrees that the maximum aggregate Liability of Purchaser shall be limited to an amount equal to the amount of the Reverse Termination Fee, and in no event shall Supervalu be entitled to seek or obtain any recovery or judgment in excess of such amount; provided that nothing in this Section 9.4(d) shall limit any rights of Supervalu or its Affiliates under Article X after the Closing (other than with respect to any such breach with respect to Section 5.11 or Purchaser’s or Merger Sub’s obligation to consummate the Closing) or under Section 11.11 prior to the termination of this Agreement; provided, further, that in no event shall Supervalu or its Affiliates be entitled to both specific performance under Section 11.11 and recovery of Losses pursuant to this Section 9.4(d). (e) In no event shall Purchaser be required to pay the Reverse Termination Fee on more than one occasion. In the event the Reverse Termination Fee is payable pursuant to this Section 9.4, the receipt of the Reverse Termination Fee, together with any amounts payable pursuant to Section 9.4(b), if any, shall, subject to Section 9.4(c), be deemed to be liquidated damages for any and all Losses suffered or Liabilities incurred by Supervalu or any other person in connection with this Agreement, the Commitment Letters or the Guaranty (and the termination thereof), the transactions contemplated herebyhereby and thereby (and the abandonment or termination thereof) or any matter forming the basis for such termination, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties and upon payment of the Purchasers (and not Reverse Termination Fee, neither Supervalu nor any other Person shall be entitled to bring or maintain any claim or Action against Purchaser or the Purchaser Related Parties arising out of or in connection with this Agreement, the Commitment Letters or the Guaranty, any of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement transactions contemplated hereby or thereby (or the provisions of Section 11.3, whether in equity abandonment or at law, in contract, in tort termination thereof) or otherwise)any matters forming the basis for such termination.

Reverse Termination Fee. (a) If Notwithstanding anything to the contrary herein and without limiting the foregoing, if this Agreement is validly terminated by (including following the Company or Sellers having sought relief pursuant to Section 9.1(b)(ii10.4 and such relief not being granted) by (i) Sellers’ Representative pursuant to Section 2.2.4; or (ii) either the Purchaser or the Sellers’ Representative pursuant to Section 9.1(c)2.2.1 (but only if all conditions to Closing in Section 7.1 (other than Section 7.1.4 (as it relates to any approval required under the HSR Act or other applicable Antitrust Law) and Section 7.1.6) have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the Closing, including delivery of the Closing deliverable contemplated by Article VIII, but subject to such conditions then being capable of being satisfied if the Closing were to take place on such date) , then Purchasers the Purchaser shall pay to the Company, by wire transfer of immediately available funds, funds to an account or accounts as designated by the Sellers’ Representative, within two (2) Business Days after the date on which this Agreement is so terminated, the a cash amount of Five Million Dollars (equal to $5,000,000) 35,000,000 (the “Reverse Termination Fee”); provided, however, that Purchasers shall not be liable to Sellers for ) within three (3) Business Days of the Reverse Termination Fee solely due to a failure to satisfy the conditions effective date of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges such termination. The parties acknowledge and agree that the agreements contained in this Section 9.4 2.5 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, neither the other Parties Purchaser nor the Sellers and the Company would not enter have entered into this Agreement. Accordingly; accordingly, if Purchasers fail promptly the Purchaser fails to timely pay the amounts due pursuant to this Section 9.4, Reverse Termination Fee and, in order to obtain such paymentspayment, Sellers commence the Company commences a suit that which results in a judgment against Purchasers the Purchaser for the amounts set forth in this Section 9.4amount of the Reverse Termination Fee, Purchasers will the Purchaser shall pay to Sellers, Sellers’ the Company the reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and disbursementsexpenses of enforcement) in connection with such suit, together with interest on the amounts owed at three (3) percentage points over the prime lending rate prevailing at such time, as published in The Wall Street Journal, from the date such amounts were required to be paid hereunder until the date actually received by the Company (the “Reverse Termination Fee Expenses”). The Parties acknowledge that Notwithstanding anything to the contrary contained herein, if this Agreement is terminated and such termination gives rise to the obligation of the Purchaser to pay the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damagesFee, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Sale, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have the right to receive the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt payment of the Reverse Termination Fee and any Reverse Termination Fee Expenses by the Purchaser shall constitute liquidated damages, not a penalty and shall be the Company’s and the Sellers’ sole and exclusive remedy of Sellers and their Affiliates against Purchasers, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any breach, loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or damage arising out of this Agreement, and the Company and the Sellers shall have no rights or claims against the Purchaser arising out of, or related to, this Agreement or the transactions contemplated hereby, whether at law or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at lawequity, in contract, in tort or otherwise); provided, that, nothing in this Section 2.5 shall relieve Purchaser from Liability for Fraud.

Reverse Termination Fee. (a) If this Agreement is validly terminated by (i) Sellers pursuant to Section 9.1(b)(ii8.1(c) or Section 9.1(c)8.1(e) or (ii) by Sellers or Buyer pursuant to Section 8.1(d) at a time when Sellers have the right to terminate this Agreement pursuant to Section 8.1(c) or Section 8.1(e) but have not exercised that right, then Purchasers Buyer shall pay by wire transfer of immediately available funds, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, Sellers a fee in the aggregate amount of Two Hundred Forty-Five Million Dollars ($5,000,000245,000,000) (the “Reverse Termination Fee”); provided, however, that Purchasers shall not be liable in cash by wire transfer of immediately available funds to Sellers for the an account designated by Sellers. The Reverse Termination Fee solely due to a failure to satisfy the conditions shall be paid as promptly as reasonably practicable, but in no event later than three (3) Business Days after notice of termination of this Agreement as provided in this Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.128.3. (b) Each Party If Sellers commence an Action against Buyer alleging that Buyer has failed to pay the Reverse Termination Fee when due, (i) if the Reverse Termination Fee is ultimately paid by Buyer, Buyer shall pay to Sellers, together with the Reverse Termination Fee, Sellers’ reasonable, documented out-of-pocket costs and expenses (including outside attorneys’ fees) incurred in connection with such Action and (ii) if the Reverse Termination Fee is determined not to be payable, Sellers shall pay to Buyer, Buyer’s reasonable, documented out-of-pocket costs and expenses (including outside attorneys’ fees) incurred in connection with such Action. Buyer acknowledges and agrees that the agreements contained in this Section 9.4 8.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties Sellers would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay Each of the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit parties hereto further acknowledges that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit. The Parties acknowledge that payment by Buyer of the Reverse Termination Fee shall is not constitute a penalty penalty, but rather is constitutes liquidated damages, damages in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Saletransactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. (c) Except . The parties further agree that, notwithstanding anything to the contrary in this Agreement, if Buyer fails to effect the Closing for any reason or otherwise breaches this Agreement or fails to perform hereunder, then, except for an order of specific performance as set forth in and only to the extent expressly permitted by Section 9.4(b), in any circumstance in which Sellers have the right to receive the Reverse Termination Fee pursuant to Section 9.4(a)9.12, Sellers’ termination of this Agreement and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates against Purchasers, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in equity, in contract, in tort or otherwise) against Buyer, the Debt Financing Sources (including the Committed Lenders) and their respective Affiliates or any of their or their Affiliates’ former, current or future officers, directors, partners, shareholders, managers, members, agents or financing sources (including the Debt Financing Sources) (each, a “Buyer Related Party”) for any breach, loss or damage shall be to terminate this Agreement in accordance with Article VIII and receive full payment of the Reverse Termination Fee as may be payable hereunder. (c) Upon full payment of the Reverse Termination Fee, (i) neither Sellers nor any of their Affiliates shall be entitled to bring, support or maintain any Action (whether in contract or in tort, in law or in equity, or granted by statute or otherwise) against any Buyer Related Party arising out of or in connection with this Agreement, any contract or agreement executed in connection herewith (including the Commitment Letters) or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination and (ii) each Seller shall cause any Action pending in connection with this Agreement, any contract or agreement executed in connection herewith (including the Commitment Letters) or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof), to the extent maintained by Sellers or any of their Affiliates against any Buyer Related Party, to be dismissed with prejudice promptly, and in any event within five (5) Business Days after the full payment of the Reverse Termination Fee. For the avoidance of doubt, while Sellers may pursue both a grant of specific performance pursuant to Section 9.12 and the full payment of the Reverse Termination Fee, under no circumstances will Sellers be permitted or entitled to receive both a grant of specific performance (if the Closing actually occurs) and the Reverse Termination Fee. In no event shall Sellers be entitled to collect the Reverse Termination Fee on more than one occasion. (d) Notwithstanding any provision of this Agreement to the contrary, Buyer covenants and agrees that Buyer will not (i) commence any Action challenging the validity or enforceability of any provision of this Section 8.3, or (ii) raise, as a defense, the validity or enforceability of any provision of this Section 8.3, in any Action. Should Buyer violate any aspect of this Section 8.3(d), Buyer agrees (A) that, in the case of a breach of clause (i) of the preceding sentence, such claim, lawsuit, demand for arbitration, or other proceeding shall be summarily withdrawn and/or dismissed; and (B) that Buyer will pay all reasonable, documented out-of-pocket costs and expenses (including outside attorneys’ fees) incurred by Sellers and their Affiliates in responding to or in connection with a result of such Action, or such defense, as the case may be.

Reverse Termination Fee. (a) If this Agreement is validly terminated by Sellers pursuant to Section 9.1(b)(ii8.1(b) or Section 9.1(c8.1(e), then Purchasers shall pay by wire transfer or pursuant to any other provision of immediately available fundsSection 8.1 if at the time of or prior to such termination this Agreement was terminable pursuant to Section 8.1(b) or Section 8.1(e) (each of the foregoing termination events, to an account designated by Sellersa “Specified Termination”), then, in such case, Purchaser shall, within two (2) Business Days after of such Specified Termination, pay to Neptune Parent, in cash by wire transfer of immediately available funds to the date on which this Agreement is so terminatedaccount designed by Neptune Parent in writing, the amount of Five Million Dollars fifty-five million dollars ($5,000,00055,000,000) (the “Reverse Termination Fee”); provided, however, that Purchasers shall not be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges that the agreements contained in this Section 9.4 8.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail If Purchaser fails to promptly to pay the Reverse Termination Fee when due, Purchaser will reimburse Neptune Parent for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such amounts and the enforcement by Neptune Parent of its rights under this Section 8.3 (collectively, the “Collection Fees and Expenses”) within two (2) Business Days after Neptune Parent provides Purchaser with a notice of such Collection Fees and Expenses. If Purchaser fails to promptly pay any amounts due pursuant to this Section 9.48.3, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers Purchaser will pay to SellersNeptune Parent, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with from the date such suitpayment was required to be paid until the date of actual payment, interest at the Interest Rate on such amounts. The Parties acknowledge that the Reverse Termination Fee shall will not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in Neptune Parent, other than for willful breach of this Agreement, for the circumstances in which the Reverse Termination Fee is payable disposition of its rights under this Agreement and 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 SaleTransaction, which amount would otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, if Purchaser is required by applicable Law to deduct or withhold any Tax from the Reverse Termination Fee, the amount payable by Purchaser under this Section 8.3 shall be increased as necessary so that, after such deduction or withholding has been made (taking into account such deductions and withholdings required in respect of any additional amounts payable under this sentence), Neptune Parent receives an amount equal to the sum it would have received had no deduction or withholding been required in respect of the Reverse Termination Fee. The Parties shall reasonably cooperate to mitigate, to the extent permitted by applicable Law, the amount of any deduction or withholding required in respect of the Reverse Termination Fee. (c) Except Subject to Section 8.2 and except as set forth provided in Section 9.4(b5.1(d), Section 5.3, Section 5.5, Section 5.14(d)(ii) and Section 8.3(b), in any a circumstance in which Sellers have the right to receive Neptune Parent effects a Specified Termination and the Reverse Termination Fee is paid in full pursuant to Section 9.4(a8.3(a), Sellers’ termination of this Agreement and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates against PurchasersPurchaser, the financing sources of parties to the Debt Financing Commitment Letters and any of their respective, direct or indirect, former, current or future respective general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) directors or employees for any loss suffered as a result of any breach such Specified Termination. For the avoidance of any representationdoubt, warranty, covenant or agreement nothing in this AgreementSection 8.3(c) shall limit (i) any remedies of Sellers prior to a Specified Termination, the transactions contemplated herebyincluding specific performance pursuant to Section 10.6, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee, none of the Purchasers, the financing sources of the Debt Financing, or (ii) any of their respective Purchaser Related Parties shall have any further liability Purchaser’s obligations under or obligation relating remedies available to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of to the Confidentiality Agreement or the provisions of Section 11.3Agreement, whether in equity or at lawLaw, in contract, in tort or otherwise).

Reverse Termination Fee. (a) In the event that this Agreement is validly terminated (i) by the Group Companies pursuant to Section 8.1(c) or Section 8.1(e) or (ii) by Buyer or the Group Companies pursuant to Section 8.1(b)(iii) if a Purchaser Closing Failure has occurred, then upon written notice from the Group Companies to Buyer, Buyer will pay the Group Companies an amount equal to $44,000,000 (the “Reverse Termination Fee”) and any of the other Obligations owed pursuant to Section 8.4(b) in immediately available funds within three (3) Business Days after the date of such notice. Each of the Seller Representatives, each Seller Party, the Group Companies and Buyer acknowledges and agrees that (x) the agreements contained in this Section 8.4 are an integral part of this Agreement and the transactions contemplated hereby and (y) in light of the difficulty of accurately determining actual damages with respect to the foregoing, upon any such termination of this Agreement and payment in full of the Reverse Termination Fee and the other amounts payable, if any, pursuant to this Section 8.4(a), the right to such payment(s) constitutes a reasonable estimate of all damages, losses, expenses and other costs that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages (and not a penalty). (b) In the event that Buyer fails to timely pay the Reverse Termination Fee, or any portion thereof, when due and payable in accordance with Section 8.4(a), then Buyer shall reimburse the Group Companies for their reasonable and documented out-of-pocket fees, costs and expenses of enforcement (including reasonable and documented out-of-pocket attorneys’ fees, as well as expenses incurred in connection with any Action initiated by the Group Companies), together with interest on the amount of the Reverse Termination Fee at the prime lending rate as published in The Wall Street Journal in effect on the date such payment is required to be made, by wire transfer of immediately available funds to an account designated in writing by the Group Companies (the Reverse Termination Fee, the costs and expenses pursuant to this Section 8.4(b) and any amounts for which the Group Companies are entitled to reimbursement pursuant to Section 6.15(f), the “Obligations”). In the event that any Action is initiated against Buyer or any of its Affiliates alleging that Buyer has failed to timely pay the Reverse Termination Fee, or any portion thereof, when due and payable in accordance with Section 8.4(a) and if Buyer is the prevailing party in such Action, the Group Companies shall reimburse Buyer and its applicable Affiliates for their reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) to the extent incurred in connection with such Action promptly following the entry of a final and non-appealable judgment in such Action by wire transfer of immediately available funds to an account designated in writing by Buyer. (c) If this Agreement is validly terminated by Sellers pursuant to Section 9.1(b)(ii) or Section 9.1(c), then Purchasers shall pay by wire transfer of immediately available funds, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) (the “Reverse Termination Fee”); provided, however, that Purchasers shall not be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit. The Parties acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Sale, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have the right to receive the Reverse Termination Fee pursuant to Section 9.4(a8.4(a), Sellersthen notwithstanding any other provision herein, the Group Companies’ termination of this Agreement and receipt of the Reverse Termination Fee Obligations owed to the Group Companies shall be the sole and exclusive remedy of Sellers and their Affiliates against Purchasersthe Group Companies, the financing sources of the Debt Financing Seller Representatives, each Seller Party, their respective Representatives and Affiliates and any other Person against Buyer and any of their respective, direct or indirect, its respective former, current or future Representatives, Affiliates, direct or indirect equity holders, incorporators, stockholders, general or limited partners, managerssuccessors or assignees, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns including the Debt Financing Sources (collectively, the “Purchaser Related Parties”) for any loss damages, losses, charges, Liabilities, Taxes, claims, demands, Action, suits, Orders, settlements, awards, interest, penalties, fees, costs and expenses (including reasonable attorneys’, accountants’ and experts’ fees and disbursements) relating to, arising out of or suffered as a result of any breach of any representation, warranty, covenant or agreement in connection with this Agreement, any Ancillary Agreement and the transactions contemplated herebyhereby and thereby, under any theory of law or equity or in respect of any representations, warranties, covenants or other agreements made or alleged to have been made in connection herewith or therewith, through Buyer or otherwise, whether by or through attempted piercing of the corporate or other entity form veil, by or through a claim by or on behalf of Buyer against any other Purchaser Related Party, whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Action or other Action, by virtue of any statute, regulation or other applicable Law, or otherwise. None of the Group Companies, the Seller Representatives, or any Seller Party, in each case, on its own behalf or on behalf of any of its Affiliates, directors, officers, employees, partners, managers, members, stockholders, Representatives, successors and assigns (collectively, the “Seller Related Parties”) shall be entitled to bring or maintain any Action against any Purchaser Related Party arising out of or in connection with this Agreement or any Ancillary Agreement (including any Action relating to the Debt Financing Agreementsor Debt Commitment Letter) or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, other than an Action to recover the Obligations when due and payable, and upon such termination by Sellers and receipt of under no circumstances shall any Seller Related Party be entitled to monetary damages, except for the Obligations. The Parties acknowledge that the right to receive the Reverse Termination Fee, none Fee shall not limit or otherwise affect the right of the PurchasersSeller Related Parties to specific performance as provided in Section 7.2, the financing sources provided that under no circumstances shall any Seller Related Party be permitted or entitled to receive both a grant of specific performance pursuant to Section 7.2 and any portion of the Debt Financing, Obligations. (d) The parties hereto shall cause any Action pending in connection with this Agreement or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, hereby or thereby (or the Debt Financing Agreements abandonment or termination thereof) to be dismissed with prejudice promptly upon, and in any event within five (except that 5) Business Days after, the applicable Purchaser Related Parties payment in full of the Purchasers (and not Obligations to the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may extent required to be entitled paid pursuant to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise8.4(b). (e) For the avoidance of doubt, under no circumstances shall more than one Reverse Termination Fee become payable hereunder.

Reverse Termination Fee. (a) If this Agreement is validly terminated by Sellers the Seller pursuant to Section 9.1(b)(ii9.01(f) or Section 9.1(c)9.01(c) with respect to a breach of the covenants set forth in Section 8.08, then Purchasers the Purchaser shall pay pay, or cause to be paid, within five (5) Business Days after such termination, to Seller a cash fee equal to $37,100,000 (the “Termination Fee”) by wire transfer of immediately available funds, funds to an account or accounts designated in writing by Sellersthe Seller, within two it being understood that in no event shall the Purchaser be required to pay or cause to be paid the Termination Fee on more than one occasion. If the Purchaser fails to timely pay the Termination Fee when due pursuant to this Section 9.03(a), and in order to obtain payment, the Seller commences a Proceeding which results in a final, non-appealable judgment against the Purchaser and/or the Guarantors, the Purchaser shall pay, or cause to be paid, to Seller its reasonable out-of-pocket costs and expenses (2including reasonable attorneys’ fees) Business Days after in connection with such Proceeding, together with interest on the Termination Fee at a rate per annum equal to the prime rate as published in The Wall Street Journal, in effect on the date on which this Agreement is so terminatedhereof, compounding quarterly from the date such payment was required to be made through the date such payment was actually received (collectively, the amount of Five Million Dollars ($5,000,000) (the “Reverse Termination FeeSeller Recovery Costs”); provided, however, that Purchasers shall not be liable to Sellers for if the Reverse Termination Fee solely due to a failure to satisfy Purchaser and/or the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges that Guarantors is the agreements contained prevailing party in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreementssuch Proceeding, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will Seller shall pay to Sellers, Sellers’ the Purchaser any reasonable out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursementsattorneys’ fees) incurred by the Purchaser and/or the Guarantors in connection with such suitProceeding. The Parties acknowledge that Upon payment of the Reverse Termination Fee (and any Seller Recovery Costs payable under and in accordance with this Section 9.03(a) and any amounts payable under and in accordance with Section 7.06(c)) when due pursuant to this Section 9.03(a), neither the Purchaser nor any other Purchaser Related Party shall have any further Liability with respect to this Agreement or the transactions contemplated hereby (including the Equity Financing and the Debt Financing) to the Company and its Subsidiaries, the Seller, any other Seller Related Party or any other Person (whether at law, in equity, in contract, in tort or otherwise), and upon such payment none of the Company or any of its Subsidiaries, the Seller, any other Seller Related Party or any other Person shall have any claim or recourse against any Purchaser Related Party as a result of the breach of any representation, warranty, covenant or agreement of the Purchaser contained herein or otherwise arising out of or in connection with the transactions contemplated hereby (including the Equity Financing and the Debt Financing). Without limiting the foregoing, in no event shall any Seller Related Party seek, or permit to be sought, on behalf of any of the Seller Related Parties, any monetary damages from any Purchaser Related Party in connection with this Agreement or any of the transactions contemplated hereby (including the Equity Financing and the Debt Financing), other than (without duplication) from the Purchaser (i) to the extent provided in this Section 9.03(a), or (ii) pursuant to a claim for monetary damages by Seller (brought in the appropriate court with jurisdiction in accordance with Sections 13.16 and 13.17) for a Purchaser Willful Breach against Purchaser (a “Purchaser Willful Breach Claim”) (provided that (A) the Seller Related Parties, in the aggregate, shall not constitute be permitted or entitled to recover damages in excess of an amount equal to two times (2x) the Termination Fee in the aggregate (the “Purchaser Damages Cap”), and (B) for the avoidance of doubt, none of the Seller Related Parties shall be permitted or entitled to recover damages that have not been awarded to the Seller Related Parties in respect of a penalty but rather Purchaser Willful Breach by the appropriate court (with jurisdiction in accordance with Sections 13.16 and 13.17), as finally determined by a judgment of such court (which is liquidated damages, no longer subject to further appeal or review)). Nothing in a reasonable amount that will compensate Sellers this Section 9.03(a) shall in any way expand or be deemed to expand the circumstances in which the Reverse Purchaser or any other Purchaser Related Party may be liable under this Agreement or any of the transactions contemplated hereby (including the Equity Financing and the Debt Financing). Notwithstanding anything herein to the contrary (but subject to Section 13.19), while Seller may pursue both (x) a grant of a decree or order of specific performance or other equitable relief, as and only to the extent expressly permitted by Section 13.19, to enforce the Purchaser’s obligations under this Agreement to cause the Equity Financing to be funded pursuant to the terms and conditions of the Equity Commitment Letter and to effect the Closing in accordance with Section 2.01 and (y) a Purchaser Willful Breach Claim (only to the extent expressly permitted by this Section 9.03), under no circumstances shall Seller be permitted or entitled to receive both (i) such grant of a decree or order of specific performance or other equitable relief to cause the Equity Financing to be funded and to effect the Closing and (ii) damages in respect of a Purchaser Willful Breach Claim. Notwithstanding anything to the contrary herein, in no event shall (i) the Seller Related Parties be entitled to receive both the Termination Fee and monetary damages in respect of a Purchaser Willful Breach Claim, or (ii) any Seller Related Party be entitled to recover any monetary damages for a Purchaser Willful Breach Claim prior to the termination of this Agreement in accordance with Section 9.01; provided, nothing in this sentence shall preclude Seller from pursuing a Purchaser Willful Breach Claim prior to the termination of this Agreement so long as any award of monetary damages in respect thereof is payable conditioned upon the prior or concurrent termination of this Agreement in accordance with Section 9.01. (b) Notwithstanding anything in this Agreement or the Commitment Letters to the contrary, in the event that the Purchaser fails to effect the Closing for any reason or no reason or otherwise breaches this Agreement (or any representation, warranty or covenant hereof) (whether willfully, intentionally, unintentionally or otherwise (other than a Purchaser Willful Breach)) or otherwise fails to perform hereunder (whether willfully, intentionally, unintentionally or otherwise (other than a Purchaser Willful Breach)), then, except for the efforts right of the Seller to enforce the Equity Commitment Letter and resources expended the Guarantee and opportunities foregone while negotiating to an injunction or injunctions, specific performance or other equitable relief pursuant to, and only to the extent expressly permitted by, Section 13.19 and Section 6 of the Equity Commitment Letter, the right of Seller (subject to the terms, conditions and limitations hereof) to terminate this Agreement and in reliance on this Agreement and on the expectation right, if applicable, of the consummation of the Sale, which amount would otherwise be impossible Seller to calculate with precision. (cwithout duplication) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have the right to (x) receive the Reverse Termination Fee pursuant to Section 9.4(a9.03(a) and the Seller Recovery Costs pursuant to Section 9.03(a), Sellers’ termination including from the Guarantors pursuant to the Guarantee, or (y) make a Purchaser Willful Breach Claim (provided that (A) the Seller Related Parties, in the aggregate, shall not be permitted or entitled to recover damages in excess of this Agreement an amount equal to the Purchaser Damages Cap, and receipt (B) for the avoidance of doubt, none of the Reverse Termination Fee Seller Related Parties shall be permitted or entitled to recover damages that have not been awarded to the Seller Related Parties in respect of a Purchaser Willful Breach by the appropriate court (with jurisdiction in accordance with Sections 13.16 and 13.17), as finally determined by a judgment of such court (which is no longer subject to further appeal or review)), shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of Sellers (i) the Company and their Affiliates against Purchasersits Subsidiaries, (ii) the financing sources of the Debt Financing and Seller, (iii) any of their respectiveformer, current or future, direct or indirect, stockholder, member, owner, member, director, manager, officer, employee, agent, representative, Affiliate or assignee of any of the Company or its Subsidiaries or of the Seller or (iv) any former, current or future, director, manager, officer, employee, agent, representative, Affiliate or assignee of any of the foregoing (the Persons described in clauses (i) through (iv) shall be collectively referred to as the “Seller Related Parties” and individually as a “Seller Related Party”) against (A) the Purchaser or any of the Guarantors, (B) any former, current or future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, managersstockholders, owners or assignees of any of the Purchaser or the Guarantors, (C) any lender, prospective lender, arranger or agent of or under the Debt Financing or any of their respective former, current or future equityholders, controlling persons, directors, officers, employees, Affiliates, managers or agents (including the Debt Financing Sources and the Debt Financing Source Related Parties), or (D) any holders or future holders of any capital stock or other equity or ownership interest (including any options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock or equity rights, stock or equity appreciation rights, stock or equity based performance units with respect to such interest or stock), controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns owners or assignees of any of the foregoing (collectively, the Persons described in clauses (A) through (D) shall be collectively referred to as the “Purchaser Related Parties” and individually as a “Purchaser Related Party”) ), for any loss and all Losses of any kind or nature suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) in this AgreementAgreement or failure to perform under this Agreement (whether willfully, intentionally, unintentionally or otherwise) or other failure of the transactions contemplated herebyhereby to be consummated (whether willfully, intentionally, unintentionally or otherwise). Notwithstanding anything herein to the contrary, the Seller and the Company (on behalf of themselves and any of their respective stockholders, partners, members, owners, Affiliates, directors, officers, employees, agents and representatives) hereby waive any rights or claims against any Debt Financing Sources or any Debt Financing Source Related Party in connection with this Agreement or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee, none of the Purchasers, the financing sources of Commitment Letter or the Debt Financing, whether at law or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at lawequity, in contract, in tort or otherwiseotherwise and the Seller and the Company (on behalf of themselves and any of their respective stockholders, partners, members, owners, Affiliates, directors, officers, employees, agents and representatives) agree not to commence any Proceeding against any Debt Financing Sources or any Debt Financing Source Related Party in connection with this Agreement (including any Proceeding relating to the Debt Financing) and agree to cause any such Proceeding asserted by the Seller or the Company (whether on behalf of themselves or any of the Company’s stockholders, partners, members, owners, Affiliates, directors, officers, employees, agents and representatives) in connection with this Agreement (including any action related to the Debt Financing) against any Debt Financing Sources to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Debt Financing Sources or Debt Financing Source Related Parties shall have any Liability for any claims, losses, settlements, liabilities, damages (whether special, consequential, punitive, or indirect damages or damages of a tortious nature), costs, expenses, fines or penalties to the Company or the Seller (or any of their respective stockholders, partners, members, owners, Affiliates, directors, officers, employees, agents and representatives) in connection with this Agreement or the transactions contemplated hereby; provided that, following consummation of the Transaction, the foregoing will not limit the rights of the parties to the Debt Financing under any commitment letter related thereto. (c) The parties acknowledge that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other parties would not enter into this Agreement, and that the Termination Fee payable pursuant to Section 9.03(a) does not constitute a penalty but constitutes payment of liquidated damages and that the Company’s and the Seller’s liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the Purchaser’s breach or default under this Agreement, the non-feasibility of proof of loss and damages, the inconvenience and difficulty of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. (d) The provisions of this Section 9.03 are for the benefit of, and shall be enforceable by, each of the Purchaser Related Parties.

Reverse Termination Fee. (a) If this Agreement is validly terminated by Sellers pursuant to Section 9.1(b)(ii9.1(b) or Section 9.1(c9.1(f) (or pursuant to another provision of Section 9.1 at a time when this Agreement is terminable pursuant to Section 9.1(b) or Section 9.1(f)) (a “Specified Termination”), then Purchasers shall Purchaser shall, within three (3) Business Days following any such Specified Termination, pay to Seller, in cash by wire transfer of immediately available funds, funds to an the account designated in writing by SellersSeller, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) 770,000,000 (the “Reverse Termination Fee”); provided, however, that Purchasers . In no event shall not be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12be payable on more than one occasion. (b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly If Purchaser fails to pay the amounts due pursuant to this Section 9.4Reverse Termination Fee when due, and, and in order to obtain such payments, Sellers commence payment Seller commences a suit Proceeding against Purchaser that results in a judgment Judgment against Purchasers Purchaser requiring Purchaser to pay any or all of such amount, then Purchaser will (x) reimburse Seller for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ all reasonable and documented out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursementsdisbursements of outside counsel) incurred in connection with the collection of such suitamounts and the enforcement by Seller of its rights under this Section 9.4 and (y) pay Seller interest on the amount of the Reverse Termination Fee from the date such payment was required to be paid until the date of actual payment, at the Interest Rate, in each case within five (5) Business Days after the entry of such Judgment (such costs and expenses and interest, collectively, the “Collection Costs”); provided that in no event will the Collection Costs exceed $5,000,000 in the aggregate (the “Cap”) and neither Purchaser nor any other Purchaser Related Party shall be required to pay more than the Cap in respect of the Collection Costs. The Parties acknowledge that the Reverse Termination Fee shall will not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable Seller 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 SaleTransaction, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth provided in Section 9.4(b5.3(a), in any a circumstance in which Sellers have the right to receive Seller effects a Specified Termination and the Reverse Termination Fee pursuant and any Collection Costs (subject to Section 9.4(a)the Cap) are paid in full, Sellers’ termination of this Agreement and receipt of (i) the Reverse Termination Fee and any Collection Costs (subject to the Cap) to the extent payable pursuant to this Article IX shall be the sole and exclusive remedy of Sellers and their Affiliates against Purchasersthe Seller Entities, the financing sources Purchased Entity (or any of the Debt Financing and its Subsidiaries) or any of their respective, direct or indirect, respective former, current or future general or limited partners, managersdirectors, officers, employees, agents, members, stockholdersequityholders, managers, attorneys or representatives or successors or permitted assigns or any of their respective Affiliates or Representatives (the “Seller Related Parties”) against (A) Purchaser or Debt Merger Subs, (B) the Guarantors under the Guaranty, (C) the parties to the Debt Commitment Letter or the Equity Commitment Letter and all other Financing Entities and (D) any former, current or future general or limited partners, directors, officers, directors, Affiliates, employees, representatives, agents, members, equityholders, managers, attorneys or representatives or successors and or permitted assigns of any Person named in the foregoing clauses (collectivelyA), (B) or (C) or any of their respective Affiliates or Representatives (the “Purchaser Related Parties”) for any loss loss, Liability or damage suffered as a result of, based upon, relating to or arising out of any breach of any representationsuch Specified Termination, warranty, covenant or agreement in this Agreement, the Guaranty, the Equity Commitment Letter, the other Transaction Documents and the transactions contemplated herebyhereby or thereby (including the Financing), including any breach or threatened or attempted breach of this Agreement or any other Transaction Document, the termination of this Agreement or the Debt Financing Agreementsfailure to consummate the Transaction or any of the other transactions contemplated hereby (including the Closing and the funding of the Financing), and upon such termination by Sellers and receipt of the Reverse Termination Fee, (ii) none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability Liability or obligation to any Seller Related Party as a result of, based upon, relating to or arising out of this Agreement, the transactions contemplated herebyGuaranty, the Equity Commitment Letter, the other Transaction Documents, or the transactions contemplated hereby or thereby (including the Financing), or any claims, actions or Proceedings (whether sounding in law (whether for breach of contract, tort or otherwise) or in equity) resulting from or arising out of any breach or threatened or attempted breach of this Agreement or any other Transaction Document by Purchaser or Debt Financing Agreements (except that Merger Subs, the applicable Purchaser Related Parties termination of this Agreement or the failure to consummate the Transaction or any of the Purchasers other transactions contemplated hereby (including the Closing and not the Purchaser Related Parties of the financing sources funding of the Debt Financing or the Equity Financing) ). In the case of a Specified Termination, the Seller Related Parties shall remain obligated for, and Sellers and their Subsidiaries may not be entitled to remedies with respect tocommence or pursue any Proceeding against the Purchased Related Parties as a result of, based upon, relating to or arising out of such Specified Termination, this Agreement, the Guaranty, the Equity Commitment Letter, the other Transaction Documents and the transactions contemplated hereby or thereby (including the Financing), including any breach or threatened or attempted breach of this Agreement or any other Transaction Document, the Confidentiality termination of this Agreement or the provisions failure to consummate the Transaction or any of the other transactions contemplated hereby (including the Closing and the funding of the Financing), other than (x) against Purchaser and Debt Merger Subs under this Agreement and the Guarantors under the Guaranty to enforce any rights such Seller Related Party may have hereunder and thereunder (including to enforce the payment of the Reverse Termination Fee and any Collection Costs (subject to the Cap) hereunder and thereunder) and (y) under the Confidentiality Agreement. For the avoidance of doubt, nothing in this Section 11.39.4(c) shall limit (i) any remedies of Seller or the Purchased Entity prior to a Specified Termination, including specific performance pursuant to Section 11.7, or (ii) any of Purchaser’s or its Affiliates’ obligations under or remedies available to Seller with respect to the Confidentiality Agreement, whether in equity or at law, in contract, in tort or otherwise). In no event will any Seller Related Party be entitled to receive both (1) a grant of specific performance which results in the consummation of the Closing as contemplated in this Agreement and (2) payment of the Reverse Termination Fee.

Reverse Termination Fee. (a) If In the event that this Agreement is validly terminated (i) by Sellers Buyer or Seller pursuant to Section 9.1(b)(ii6.1(b)(i), in a circumstance in which Seller would then have been entitled to terminate this Agreement pursuant to Section 6.1(c) or Section 9.1(c6.1(e) or (ii) by Seller pursuant to Section 6.1(c) or Section 6.1(e), then Purchasers then, upon Seller’s written request, Buyer or the Guarantor under each Limited Guarantee shall promptly pay by wire transfer of immediately available funds, or cause to be paid to Seller an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars (equal to $5,000,000) 180,000,000 (the “Reverse Termination Fee”); provided, howeverby wire transfer of immediately available funds to an account or accounts designated in writing by Seller as promptly as reasonably practicable (and, in any event, within five (5) Business Days) following any termination described in the foregoing clauses (i) and (ii). The Parties agree that Purchasers in no event shall not be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12. be payable on more than one (b1) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreementoccasion. Accordingly, if Purchasers fail promptly If Buyer fails to pay the amounts any amount due by it pursuant to this Section 9.46.3(a), and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will Buyer shall pay to Sellers, Sellers’ all costs and expenses (including reasonable attorney’s fees attorneys’ fees) incurred by Seller and disbursements) its Subsidiaries in connection with enforcing this Section 6.3(a), together with interest on such suitamount at the annual rate equal to the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law; provided, that the maximum amount payable by Buyer pursuant to this sentence shall not exceed $5,000,000 (the “Enforcement Cap”). The Parties acknowledge that Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the Reverse Termination Fee shall not constitute a penalty but rather or expanding the circumstances in which it is liquidated damagesto be paid, in a reasonable amount that will compensate Sellers each Party acknowledges that, in the circumstances in which the Reverse Termination Fee is payable payable, the Reverse Termination Fee constitutes liquidated damages, and not a penalty, in a reasonable amount that will compensate Seller and the Related Parties of Seller for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the SaleTransactions, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have and the right to receive the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt payment of the Reverse Termination Fee in such circumstances is supported by due and sufficient consideration. Xxxxx and Seller acknowledge that the agreements contained in this Section 6.3 and the limitations on remedies set forth in Section 8.4 are integral parts of the Transactions without which the Parties would not have entered into this Agreement. (b) Notwithstanding anything to the contrary in this Agreement (but subject to the limited right of Seller, prior to the termination of this Agreement, to seek specific performance pursuant to, but solely to the extent permitted by, and subject to the terms and conditions of, Section 8.4), Seller’s right to terminate this Agreement in accordance with Section 6.1 and to receive payment of the Reverse Termination Fee if payable pursuant to, and subject to the terms and conditions of, Section 6.3(a), from Buyer shall be constitute the sole and exclusive remedy of Sellers Seller, its Subsidiaries and their Affiliates the Related Parties of Seller against Purchasers, Buyer and the financing sources Related Parties of Buyer (including the Debt Financing Sources) for all Losses or other Liabilities, arising out of, relating to or in connection with (i) the failure of the Transactions or the Debt Financing to be consummated, (ii) any breach or threatened or attempted breach of this Agreement or any certificate required to be delivered hereunder (but subject to the limited right of Seller, prior to the termination of this Agreement, to seek specific performance pursuant to, but solely to the extent permitted by, and subject to the terms and conditions of, Section 8.4), (iii) any failure or threatened or attempted failure to perform hereunder or otherwise (but subject to the limited right of their respectiveSeller, direct prior to termination of this Agreement, to seek specific performance pursuant to, but solely to the extent permitted by, and subject to the terms and conditions of, Section 8.4) or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectivelyiv) the Commitment Letters, the “Purchaser Related Parties”) for Definitive Agreements, the Limited Guarantee, the Ancillary Agreements or any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreementother document, the transactions contemplated herebythereby, any statement or representation (written or oral) made in connection therewith, or the Debt Financing Agreementstermination of this Agreement or any of the foregoing documents or transactions (the matters collectively described in the foregoing clauses (i) through (iv), the “Transaction Matters”), in each case, including in any Action under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity and whether willfully, intentionally, unintentionally or otherwise, and upon such termination except for full payment to Seller by Sellers and receipt Buyer or its designee of the Reverse Termination FeeFee (if payable), none Buyer and the Related Parties of the Purchasers, the financing sources of Buyer (including the Debt Financing, Financing Sources) shall not have any Liability or obligation to Seller or any of their respective Purchaser Related Parties shall have of Seller or any further liability or obligation other Person relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions Transactions or the Commitment Letters or Limited Guarantee or any other Transaction Matters. (c) For the avoidance of doubt, the Parties acknowledge and agree that, subject to the limited right of Seller, prior to the termination of this Agreement, to seek specific performance pursuant to, but solely to the extent permitted by, and subject to the terms and conditions of Section 11.38.4, if the Transactions are not consummated for any reason or no reason, whether willfully, intentionally, unintentionally or otherwise, or any failure to perform hereunder, or in equity respect of any statement or at lawrepresentation (whether written or oral) made or alleged to have been made, in each case, whether arising in law (whether for breach of contract, in tort or otherwise)) or in equity, (i) the maximum aggregate Liability (whether in damages, through the payment of the Reverse Termination Fee, both or otherwise) of the Buyer Related Parties under or in connection with this Agreement or the Transactions shall in no event exceed the amount of the Reverse Termination Fee (plus any accrued interest on the applicable Liability, subject to the Enforcement Cap) and (ii) in no event will Seller or any Seller Related Party seek to recover any amounts in excess of the Reverse Termination Fee (plus any accrued interest on the applicable Liability, subject to the Enforcement Cap) or bring any Action against a Buyer Related Party except as expressly permitted by the Limited Guarantee, and in no event shall Seller be entitled to receive both a grant of specific performance of the obligation to close hereunder and the Reverse Termination Fee.

Reverse Termination Fee. (a) If this In the event that the Agreement is validly terminated by Sellers pursuant to Section 9.1(b)(ii10.2(c) or (Occurrence of Outside Date) due to the fact that the condition set forth in Section 9.1(c)6.3(1) (Required Regulatory Approvals) is otherwise not satisfied by the Outside Date, then Purchasers the Purchaser shall pay by wire transfer of immediately available funds, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars SIXTY MILLION DOLLARS ($5,000,00060,000,000) (the “Reverse Termination Fee”); provided, however, that Purchasers shall not be liable ) to Sellers for the Reverse Termination Fee solely due to a failure to satisfy Vendor within two (2) Business Days of the conditions occurrence of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12such termination. (b) Each Party acknowledges The Parties acknowledge and agree that because of the unique nature of the subject matter hereof, it is difficult or impossible to determine with precision the actual economic impact as a result of the failure of the Purchaser to satisfy its obligations under this Section 5.3 or any other circumstances giving rise to the obligation of the Purchaser to pay to the Vendor the Reverse Termination Fee. As such, any sums payable under this Section 5.3(7)(b) shall constitute minimum liquidated damages (whether or not expressly stated to be so) and have been agreed to as a genuine, fair and reasonable estimate of the minimum actual damages that will be suffered in the circumstances giving rise thereto. The Purchaser agrees that the agreements contained in amounts of such minimum liquidated damages shall be due and payable to the Vendor regardless of the actual economic impact caused by the circumstances giving rise to the obligation of the Purchaser to pay to the Vendor the Reverse Termination Fee. The Parties agree to waive their right to seek a declaration, judgment or order from a court of competent jurisdiction or other dispute resolution body that this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due pursuant to this Section 9.4, and, 5.3(7)(b) is unenforceable in order to obtain such payments, Sellers commence a suit that results accordance with Applicable Law or should otherwise be altered or amended in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suitany way. The Parties acknowledge and agree that nothing in this Section 5.3(7)(b) is intended to cap, waive, derogate from or otherwise limit the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation right of the consummation of Vendor to pursue any claims against the Sale, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers Purchaser it may have the right to receive the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates against Purchasers, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of the failure of the Purchaser to satisfy its obligations under Section 5.3 or any breach other circumstances giving rise to the obligation of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, or Purchaser to pay to the Debt Financing Agreements, and upon such termination by Sellers and receipt of Vendor the Reverse Termination Fee, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise).

Reverse Termination Fee. (a) If In the event this Agreement is validly terminated (i) by Sellers Purchaser pursuant to Section 9.1(b)(ii8.1(b) and the condition set forth in Section 2.1(e) has not been satisfied on or before the Termination Date, (ii) by Seller pursuant to Section 8.1(b) and the condition set forth in Section 2.2(d) has not been satisfied on or before the Termination Date, or (iii) by Purchaser or Seller pursuant to Section 8.1(c) (or Section 9.1(c8.1(d) where an Order exists that permanently restrains, enjoins, or otherwise prohibits the consummation of the Transaction on the basis of Antitrust Laws), then Purchasers Purchaser shall promptly pay to Seller an amount in cash equal to $15,000,000 (Fifteen Million Dollars) (the “Purchaser Termination Fee”) by wire transfer of immediately available funds, funds to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) (the “Reverse Termination Fee”)Seller in writing; provided, however, that Purchasers Purchaser shall not be liable required to Sellers for pay Seller the Reverse Purchaser Termination Fee solely due pursuant to this Section 8.3(a) unless each other condition to Purchaser’s obligation to consummate the Closing set forth in Section 2.1 (other than Section 2.1(c) where a failure Law or Order exists that prohibits, enjoins or restrains the consummation of the Closing on the basis of Antitrust Laws) shall have been duly satisfied prior to satisfy the Termination Date (other than such conditions of Section 8.2(eas may, by their terms, only be satisfied at the Closing or on the Closing Date), provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges In the event that this Agreement is terminated by either party pursuant to Section 8.1(b) and there shall have occurred a Purchaser Financing Event which is continuing as of the Termination Date, Purchaser shall promptly pay to Seller an amount in cash equal $18,750,000 (Eighteen Million Seven Hundred Fifty Thousand Dollars) (the “Purchaser Financing Event Termination Fee”), by wire transfer of immediately available funds to an account designated by Seller in writing; provided, that Purchaser shall not be required to pay Seller the Purchaser Financing Event Termination Fee pursuant to this Section 8.3(b) unless each other condition to Purchaser’s obligations to consummate the Closing set forth in Section 2.1 (including, for the avoidance of doubt, Section 2.1(e)) shall have been duly satisfied prior to the Termination Date. (c) The parties hereto acknowledge that the agreements contained in this Section 9.4 8.3 are an integral part of the transactions contemplated by this Agreement Transactions, and that, without these agreements, the other Parties parties hereto would not otherwise enter into this Agreement. Accordingly; accordingly, if Purchasers fail promptly Purchaser (or one or more Purchaser Designees) fails to pay either the amounts due Purchaser Termination Fee or the Purchaser Financing Event Termination Fee (each, a “Reverse Termination Fee”), as the case may be, required pursuant to this Section 9.48.3, on or prior to the date such amount is due hereunder, and, in order to obtain such paymentspayment, Sellers commence a suit Seller commences an action or proceeding that results in a final, nonappealable judgment against Purchasers for the amounts set forth in this Section 9.4payment of such Reverse Termination Fee, Purchasers will pay Purchaser (or one or more Purchaser Designees) shall pay, or cause to Sellersbe paid, Sellers’ to Seller (i) reimbursement for all costs and expenses (including disbursements and reasonable attorney’s fees and disbursementsof counsel) incurred in the collection of such overdue amount, including in connection with any related claims, actions or proceedings commenced, and (ii) interest on such suit. The Parties acknowledge amount at an annual rate equal to 8% per annum which shall accrue from such date through the date such payment is actually delivered to Seller. (d) In the event that the Purchaser (or one or more Purchaser Designees) is required to pay a Reverse Termination Fee pursuant to this Section 8.3, and it pays such Reverse Termination Fee, payment of such fee (together with any amounts paid or payable pursuant to Section 8.3(c)) shall be the sole and exclusive remedy of Seller against Purchaser, except in the case of fraud or any deliberate and intentional action or omission by or on behalf of Purchaser (it being understood that, without limiting the foregoing, in the case of fraud or any deliberate and intentional action or omission by or on behalf of Purchaser in breach of any provision of this Agreement occurring prior to termination, any prior payment of the Termination Fee shall be taken into account when determining any remedies). (e) The parties hereto acknowledge and agree that in no event shall Purchaser be required to pay more than one Reverse Termination Fee and any payment of a Reverse Termination Fee described in this Section 8.3 is not constitute a penalty but rather is liquidated damages, damages in a reasonable amount that will compensate Sellers Seller in the circumstances in which the Reverse Termination Fee is payable such fees are payable, and which do not involve fraud or any deliberate and intentional action or omission in breach of any provision of this Agreement, for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the SaleTransactions, which amount would otherwise be impossible to calculate with precision. (c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have the right to receive the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates against Purchasers, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements, and upon such termination by Sellers and receipt of the Reverse Termination Fee, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement or the provisions of Section 11.3, whether in equity or at law, in contract, in tort or otherwise).

Reverse Termination Fee. (a) If this Agreement is validly terminated (i) by Sellers pursuant to Section 9.1(b)(ii8.1(e) or Section 9.1(c8.1(c) ,(ii) by Buyer or Sellers pursuant to Section 8.1(a) if, at the time of such termination, Sellers would have been entitled to terminate this Agreement pursuant to Section 8.1(e), then Purchasers Buyer shall pay by wire transfer to the Sellers a fee in an amount equal to five and one half percent (5.5%) of immediately available funds, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) Base Purchase Price (the “Reverse Termination Fee”) in cash by wire transfer of immediately available funds to an account designated by the Sellers. The Reverse Termination Fee shall be paid no later than three (3) Business Days after any such notice of termination of this Agreement. If Buyer fails to promptly pay the Reverse Termination Fee when due pursuant to this Section 8.3, then interest shall accrue on the amount of the Reverse Termination Fee from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at a rate per annum equal to four percent (4%) plus the prime rate as published in the Xxxx Xxxxxx Journal, Eastern Edition in effect from time to time during such period. In addition, if Buyer fails to pay the Reverse Termination Fee when due, Buyer also shall pay Sellers’ reasonable, out-of-pocket costs and expenses (including attorneys’ fees) in connection with efforts to collect the Reverse Termination Fee and interest thereon. (b) The Parties agree that the Reverse Termination Fee (together with the interest obligations and cost and expense reimbursement obligations set forth in Sections 5.1(c), 5.17 and 8.3(a)) shall be the sole and exclusive monetary remedy of Sellers against Buyer or any of its Affiliates (including the Guarantor), any Debt Financing Source or any director or indirect, former, current or future, general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, representatives, successors or assigns of any of the foregoing (each a “Buyer Related Party”), for any Damages incurred by Sellers and their Affiliates in the circumstances in which a Reverse Termination Fee is payable; provided, however, that Purchasers shall not be liable subject to Sellers for the Reverse Termination Fee solely due to a failure to satisfy foregoing and the conditions of Section 8.2(e)Liability Limitation, provided that Purchasers have complied with its obligations under Section 5.12. (b) Each Party acknowledges that the agreements contained nothing in this Section 9.4 are an integral part 8.3(b) shall be deemed to release Buyer from any other Damages incurred by Sellers and their Affiliates for any breach by Buyer of the transactions contemplated by this Agreement and thatany of its representations, without these agreementswarranties, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts covenants or agreements set forth herein in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit. The Parties acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable not payable, in which case Sellers shall be entitled to pursue all remedies available at Law or in equity, including equitable relief, damages for the efforts and resources expended and benefit of the bargain lost by the Sellers (taking into consideration relevant matters, including potentially the opportunities foregone while negotiating this Agreement and in reliance Agreement, relying on this Agreement and on the expectation of expecting the consummation of the Sale, which amount would otherwise transactions contemplated by this Agreement). The Parties acknowledge and agree that the Buyer Related Parties are intended third-party beneficiaries of this Section 8.3 and that in no event shall Sellers or any of their respective Affiliates be impossible entitled to calculate with precision. (c) Except as set forth in both specific performance pursuant to Section 9.4(b), in any circumstance in which Sellers have the right to receive 9.13 and the Reverse Termination Fee Fee. Notwithstanding anything in this Agreement to the contrary, Sellers acknowledge and agree that other than pursuant to Section 9.4(a)the Buyer Parent Guarantee, Sellers’ termination of this Agreement and receipt of the Reverse Termination Fee no Buyer Related Party shall be the sole and exclusive remedy of have any personal liability to Sellers and their Affiliates against Purchasers, the financing sources of the Debt Financing and or any of their respective, direct Affiliates or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered other Person as a result of any the breach of any representation, warranty, covenant covenant, agreement or agreement obligation of Buyer in this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, in the event the Closing is not consummated, the maximum aggregate liability of the Buyer Related Parties under or in connection with this Agreement and the transactions contemplated herebyhereby shall be limited to five and one half percent (5.5%) of the Base Purchase Price in addition to any interest or expense reimbursement and indemnification obligations contained in Sections 5.1(c), or 5.17 and 8.3 (the Debt Financing Agreements“Liability Limitation”), and upon such termination by in no event shall Sellers and receipt of the Reverse Termination Fee, none of the Purchasers, the financing sources of the Debt Financing, or any of their respective Purchaser Related Parties shall have any further liability Affiliates seek or obligation relating to or arising out of this Agreement, the transactions contemplated hereby, or the Debt Financing Agreements (except that the applicable Purchaser Related Parties of the Purchasers (and not the Purchaser Related Parties of the financing sources of the Debt Financing) shall remain obligated for, and Sellers and their Subsidiaries may be entitled to remedies multiple, special, punitive, exemplary, incidental, consequential or indirect damages against any Buyer Related Party, or any recovery, judgment or damages of any kind against any Buyer Related Party in excess of the Liability Limitation (it being agreed and understood for the avoidance of doubt that under no circumstances shall any Debt Financing Source have any Liability in respect of the Reverse Termination Fee or any other Liability to Sellers or any of their Affiliates arising hereunder or in connection herewith). Sellers acknowledge, covenant and agree that neither of Sellers nor any of their Affiliates has and shall have a right of recovery against, and no Liability shall attach to, including in each case with respect toto any actual or claimed loss or damages of any kind of the Sellers or any of their subsidiaries, Affiliates, representatives or stockholders or any other Person claiming by, through or for the benefit of the Sellers, any breach of the Confidentiality Buyer Related Parties (other than Sellers’ right to recover against Buyer to the extent provided in this Agreement or and against the provisions of Section 11.3Guarantors to the extent provided in the Buyer Parent Guarantee), whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Buyer, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, through a claim based in equity or at lawtort, in contract, in tort statute or otherwise).