Common use of Specific Performance Clause in Contracts

Specific Performance. (a) The parties to this Agreement agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occur.

Specific Performance. (a) The parties to this Agreement Parties agree that irreparable damage damage, for which monetary damages would not be an adequate remedy, would occur if in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedbreached by the Parties. Prior to the termination of this Agreement pursuant to Section 8.1, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It it is accordingly agreed that, subject to Section 8.15(b), that the parties to this Agreement Parties shall be entitled to an injunction or injunctions injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Agreement in the Chosen Courts, without proof of damages or otherwiseSection 9.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity. Each Party accordingly agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and the parties to obligations of such Party under this Agreement hereby waive all in accordance with the terms of this Section 9.11. Each Party further agrees that no other Party or any requirement for the posting of other Person shall be required to obtain, furnish or post any bond or similar collateral instrument in connection therewithwith or as a condition to obtaining any remedy referred to in this Section 9.11, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each party If prior to the End Date, any Party hereto agrees that it will not oppose brings an action to enforce specifically the granting performance of an injunctionthe terms and provisions hereof by any other Party, specific performance and the End Date shall automatically be extended by such other equitable relief on time period established by the basis that or otherwise assert that (i) court presiding over such action. Notwithstanding anything herein to the other party has an adequate remedy at law or (ii) an award contrary, while the Company may pursue both a grant of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in extent expressly permitted by this Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price 9.11 and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right payment of the Company to seek such injunctionsmonetary damages, specific performance under no circumstances shall Parent or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail be obligated to consummate both specifically perform the Closing on the date required in terms of this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurpay monetary damages.

Specific Performance. (a) The parties to this Agreement hereto agree that irreparable damage harm would occur if in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breachharm. It is accordingly agreed that, subject to unless this Agreement is validly terminated in accordance with Section 8.15(b)8.01 and any dispute over the right of termination has been finally resolved, (i) the parties to this Agreement hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in a court of competent jurisdiction as set forth in Section 9.07 and, in any action for specific performance, each party waives any requirement for the Chosen Courts, without proof securing or posting of damages or otherwiseany bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equityequity (subject to the limitations set forth in this Agreement), and (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement, including the Merger, and without that right, none of the Company, Parent or Merger Sub would have entered into this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the parties hereto agree that until this Agreement is validly terminated in accordance with Section 8.01, the Company shall be entitled to an injunction, specific performance or other equitable remedy requiring the Equity Financing to be funded and to specifically enforce Parent’s and Merger Sub’s obligations to effect the Closing on the terms and conditions set forth herein if and only if (A) all of the conditions precedent to the Closing set forth in Section 7.01 and Section 7.02 of this Agreement have been satisfied or waived in accordance with the terms and conditions thereof at the time the Closing should have occurred pursuant to Section 2.01 (other than those conditions that by their nature are to be satisfied at the Closing), (B) the Debt Financing Sources have confirmed in writing that the Debt Financing has been funded or will be funded at the Closing if the Equity Financing is funded, (C) the Company has irrevocably confirmed to Parent in writing that all conditions set forth in Section 7.03 have been satisfied or waived and the Company stands ready, willing and able to consummate the Merger, and (D) Parent and Merger Sub fail to complete the Closing on the date the Closing is required to have occurred pursuant to Section 2.01 (such clauses (A) through (D), together, the “Specific Performance Conditions”); provided, however, that if the Company receives a grant of specific performance pursuant to this Agreement hereby waive Section 9.09 and the Closing pursuant to Section 2.01 occurs, then the Company will be deemed to have waived any requirement and all rights to pursue and recover all or any portion of the Parent Termination Fee pursuant to Section 8.02 and any other remedy as a matter of Applicable Law, Contract, tort, equity or otherwise (for the posting money damages or otherwise) upon such receipt of specific performance, other than any bond or similar collateral expenses and costs incurred in connection therewithenforcing its rights under this Agreement. Each party of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and or other equitable relief on the basis that or otherwise assert that (i) the any other party of such parties has an adequate remedy at law or (ii) an that any such injunction or award of specific performance or other equitable relief is not an appropriate remedy for any reason at law or equityreason. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements The parties hereto further agree that (i) all by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement for breach of any of the Offer Conditions have provisions of this Agreement or in the event that this Agreement has been satisfied (other than those conditions terminated or in the event that by their terms the remedies provided for in this Section 9.09 are to be satisfied at the Acceptance Timenot available or otherwise are not granted, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, and (ii) Parent and Merger Sub fail to consummate the Closing on the date required nothing set forth in this Agreement and Section 9.09 shall require any party hereto to institute any Proceeding for (iiior limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8, nor shall the Company has irrevocably confirmed that it would take such actions required commencement of it by any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement to cause in accordance with the Closing to occurterms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance. (a) The parties to this Agreement agree Employee understands that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those obligations undertaken by Employee as set forth in Section 7.6) would not be an this Agreement are unique, and that Company will likely have no adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement at law in the Chosen Courtsevent such obligations are breached. Employee therefore confirms that Company has the right to seek specific performance if Company feels such remedy is essential to protect the rights of Company. Accordingly, without proof of damages or otherwise, this being in addition to any other remedy at law or remedies which Company might have in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything , it shall have the right to have all obligations specifically performed, and to obtain injunctive relief, preliminary or otherwise, to secure performance. Further, Employee acknowledges that he has carefully read and considered all the contrary terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Section 7. Employee agrees that each of the restraints contained in Section 8.15(a)7 are necessary for the protection of the goodwill, the right confidential information and other legitimate interests of the Company and its affiliates; that each and every one of these restraints is reasonable in respect to seek an injunctionsubject matter, specific performance length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other equitable relief suitable employment during the period in connection with enforcing Parent’s obligation which Employee is bound by such restraints. Employee further acknowledges that, were he to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right breach any of the covenants contained in Section 7, the damage to the Company and its affiliates would be irreparable. Employee therefore agrees that the Company, in addition to seek such injunctions, specific performance or other equitable relief for any other reason) remedies available to it, shall be subject entitled to injunctive relief against any breach or threatened breach by Employee of any of said covenants, without having to post bond. The parties further agree that, in the event that any provision of Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that maximum extent permitted by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurlaw.

Specific Performance. (a) The parties to this Agreement Parties agree that irreparable damage damage, for which monetary damages would not be an adequate remedy, would occur if in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedbreached by the Parties. Prior to the termination of this Agreement pursuant to Section 8.1, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It it is accordingly agreed that, subject to Section 8.15(b), that the parties to this Agreement Parties shall be entitled to an injunction or injunctions injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Agreement in the Chosen Courts, without proof of damages or otherwiseSection 9.10, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law Law or in equity. Each Party accordingly agrees (a) the non-breaching Party will be entitled to injunctive and other equitable relief, without proof of actual damages; and (b) the parties alleged breaching Party will not raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement hereby waive and will not plead in defense thereto that there are adequate remedies at Law, all in accordance with the terms of this Section 9.10. Each Party further agrees that no other Party or any requirement for the posting of other Person shall be required to obtain, furnish or post any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief instrument in connection with enforcing Parent’s obligation or as a condition to fund obtaining any remedy referred to in this Section 9.10, and each Party irrevocably waives any right it may have to require the Offer Price and obtaining, furnishing or posting of any such bond or similar instrument. If prior to the Merger Consideration and Parent’s and Merger Sub’s obligations Outside Date, any Party brings an action to cause enforce specifically the Acceptance Time to occur and to effect the Closing (but not the right performance of the Company to seek such injunctions, specific performance or other equitable relief for terms and provisions hereof by any other reason) Party, the Outside Date shall automatically be subject to extended by such other time period established by the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to court presiding over such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occuraction.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage would occur if In the event of any actual or threatened default in, or breach of, any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedterms, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms conditions and provisions of this Agreement in or any Ancillary Agreement, the Chosen Courtsparty or parties who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement or such Ancillary Agreement, without proof of damages or otherwise, this being in addition to any and all other remedy rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that the parties to this Agreement hereby waive remedies at law for any requirement breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond or similar collateral in connection therewithwith such remedy are waived. Each party hereto agrees that it will not oppose Party hereby submits to the granting exclusive jurisdiction of an injunction, specific performance and other Delaware for purposes of all legal proceedings for equitable relief on arising out of or relating to this Agreement or the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything transactions contemplated hereby. Each Party irrevocably waives, to the contrary in Section 8.15(a)fullest extent permitted by Law, any objection which it may now or hereafter have to the right laying of the Company to seek venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an injunctioninconvenient forum. EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctionsANY ANCILLARY AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurAND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Specific Performance. (a) The parties to this Agreement Parties agree that irreparable damage damage, for which monetary damages would not be an adequate remedy, would occur if in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedbreached by the Parties. Prior to the termination of this Agreement pursuant to Section 8.1, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It it is accordingly agreed that, subject to Section 8.15(b), that the parties to this Agreement Parties shall be entitled to an injunction or injunctions injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Agreement in the Chosen Courts, without proof of damages or otherwiseSection 9.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law Law or in equity. Each Party accordingly agrees (a) the non-breaching Party will be entitled to injunctive and other equitable relief, without proof of actual damages; and (b) the parties alleged breaching Party will not raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement hereby waive and will not plead in defense thereto that there are adequate remedies at Law, all in accordance with the terms of this Section 9.11. Each Party further agrees that no other Party or any requirement for the posting of other Person shall be required to obtain, furnish or post any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief instrument in connection with enforcing Parent’s obligation or as a condition to fund obtaining any remedy referred to in this Section 9.11, and each Party irrevocably waives any right it may have to require the Offer Price and obtaining, furnishing or posting of any such bond or similar instrument. If prior to the Merger Consideration and Parent’s and Merger Sub’s obligations Outside Date, any Party brings an action to cause enforce specifically the Acceptance Time to occur and to effect the Closing (but not the right performance of the Company to seek such injunctions, specific performance or other equitable relief for terms and provisions hereof by any other reason) Party, the Outside Date shall automatically be subject to extended by such other time period established by the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to court presiding over such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occuraction.

Specific Performance. (a) The Each of the parties to this Agreement hereto hereby agree that (i) the Importer Interest is a unique property, and (ii) irreparable damage would occur if in the event that any of the provisions provision of this Agreement were was not performed in accordance with their its specific terms or were was otherwise breached, and that money damages monetary Damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any failure to purchase or sell the Importer Interest or consummate the Brewery Transaction or for any such non-performance or breachDamages. It is accordingly agreed thatAccordingly, subject to except as otherwise provided in Section 8.15(b)12.5 and Section 12.7, the parties to hereto acknowledge and hereby agree that in the event of any Breach or threatened Breach by ABI, on the one hand, or the Buyer Parties, on the other hand, of any of their respective covenants or obligations set forth in this Agreement Agreement, ABI, on the one hand, and the Buyer Parties, on the other hand, shall be entitled entitled, in addition to all other remedies available under Law or equity, to an injunction or injunctions to prevent breaches or restrain Breaches or threatened breaches Breaches of this Agreement by the other (as applicable), and to specifically enforce specifically the terms and provisions of this Agreement in to prevent Breaches or threatened Breaches of, or to enforce compliance with, the Chosen Courts, without proof covenants and obligations of damages or otherwise, the other (as applicable) under this being in addition to any other remedy at law or in equityAgreement, and this right shall include the parties right of ABI to this Agreement hereby waive any requirement for cause CBI to fully enforce the posting terms of any bond the Financing Commitment, including by requiring CBI to file one or similar collateral in connection therewith. Each more lawsuits against the lenders party hereto agrees that it will not oppose to the granting Financing Commitment to fully enforce the obligations of an injunctionsuch lenders under the Financing Commitment, specific performance as well as the right of CBI to cause ABI to cause the Importer Interest to be transferred to Constellation Beers and other equitable relief on the basis that CBBH upon satisfaction or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award waiver of specific performance is not an appropriate remedy for any reason at law or equityall conditions to Seller Parties’ obligation to transfer such Importer Interest to Constellation Beers and CBBH. (b) Notwithstanding anything Each of ABI, on the one hand, and the Buyer Parties, on the other hand, hereby agrees not to raise any objections to the contrary in Section 8.15(a)availability of the equitable remedy of specific performance to prevent or restrain Breaches or threatened Breaches of this Agreement by ABI or the Buyer Parties, as applicable, and to specifically enforce the terms and provisions of this Agreement to prevent Breaches or threatened Breaches of, or to enforce compliance with, the right covenants and obligations of ABI or the Company Buyer Parties, as applicable, under this Agreement. Any party seeking an injunction or injunctions to seek an injunctionprevent Breaches or threatened Breaches of, specific performance or to enforce compliance with, the terms and provisions of this Agreement shall not be required to provide any bond or other equitable relief security in connection with enforcing Parentsuch Order or injunction. Subject to Section 12.5 and Section 12.7, the parties hereto further agree that (x) by seeking the remedies provided for in this Section 14.13, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary Damages) and (y) nothing set forth in this Section 14.13 shall require any party hereto to institute any Proceeding for (or limit any party’s obligation right to fund institute any Proceeding for) specific performance under this Section 14.13 prior or as a condition to exercising any termination right under Article 11 (and pursuing Damages after such termination), nor shall the Offer Price commencement of any legal Proceeding pursuant to this Section 14.13 or anything set forth in this Section 14.13 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 11 or pursue any other remedies under this Agreement that may be available then or thereafter. For the avoidance of doubt, the Buyer Parties acknowledge and hereby agree that ABI may pursue both a grant of specific performance and the Merger Consideration and Parent’s and Merger Sub’s obligations Drag-Along Right, provided that ABI shall not be permitted or entitled to cause the Acceptance Time to occur receive both a grant of specific performance and to effect consummate a Participatory Transaction. Unless the Closing (but not the has occurred, ABI’s right of the Company to seek such injunctions, specific performance or other equitable relief for any other reasoncontained in Section 14.13 and its rights pursuant to the Drag-Along Right in Section 12.5(b) shall be subject to the requirements that (i) all its sole and exclusive remedy for any Breach or threatened Breach of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) by the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurBuyer Parties.

Specific Performance. (a) The parties to this Agreement Parties acknowledge and agree that the failure of Buyer or Seller to perform its agreements and covenants hereunder and in the Ancillary Agreements, including its failure to take all actions as are necessary on its part to consummate the transactions contemplated hereby and thereby, will cause irreparable damage would occur injury to Seller or Buyer, respectively, for which damages, even if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedavailable, and that money damages or other legal remedies (including those as set forth in Section 7.6) would will not be an adequate remedy for any such non-performance or breachremedy. It is accordingly agreed thatAccordingly, subject each party hereby consents to Section 8.15(b), the parties issuance of injunctive relief (without requirement to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of post any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose other security) by any court of competent jurisdiction to compel performance of each Party’s obligations and to the granting by any court of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy of its obligations hereunder and the terms hereof. For the avoidance of doubt, the Parties agree that Buyer or Seller may seek to compel specific performance by Seller or Buyer, respectively, for any reason at law or equity. (b) the consummation of the transactions contemplated hereunder. Notwithstanding anything to the contrary in Section 8.15(a)this Agreement, the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) if all of the Offer Conditions have been satisfied conditions under Sections 6.1 and 6.2 (other than those conditions that by their terms are to may only be satisfied at on the Acceptance TimeClosing Date, but subject to provided that such conditions are capable of being able to be satisfied) have been satisfied on or prior to the Outside Date, or have been waived at in whole or in part by Buyer prior to the Expiration TimeOutside Date, and Buyer fails to effect the Closing in breach of its obligations hereunder, then (a) Seller shall have been caused irreparable harm, (iib) Parent money damages will be inadequate to remedy such harm, and Merger Sub fail (c) Seller shall be entitled, without the requirement of posting a bond or other security, to consummate obtain equitable relief, including obtaining an order requiring specific performance by Buyer of the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement, if all of the conditions under Sections 6.1 and 6.3 (other than those conditions that may only be satisfied on the Closing Date, provided that such conditions are capable of being satisfied) have been satisfied on or prior to the date required Outside Date, or have been waived in this Agreement whole or in part by Seller prior to the Outside Date, and Seller fails to effect the Closing in breach of its obligations hereunder, then (a) Buyer shall have been caused irreparable harm, (b) money damages will be inadequate to remedy such harm, and (iiic) Buyer shall be entitled, without the Company has irrevocably confirmed that it would take such actions required requirement of it posting a bond or other security, to obtain equitable relief, including obtaining an order requiring specific performance by Seller of the terms of this Agreement to cause the Closing to occurAgreement.

Specific Performance. (a) The parties to this Agreement Parties acknowledge and agree that irreparable damage harm would occur if and that the Parties would not have any adequate remedy at Law (i) for any actual or threatened breach of the provisions of this Agreement or (ii) in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breachterms. It is accordingly agreed that, subject to Section 8.15(b), that the parties to this Agreement Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to specifically enforce specifically the terms and provisions of this Agreement (including Section 6.3) and any other agreement or instrument executed in the Chosen Courtsconnection herewith, without proof of damages or otherwise, this being in addition to any other remedy at law or in equityactual damages, and the parties each Party further agrees to this Agreement hereby waive any requirement for the securing or posting of any bond or similar collateral in connection therewithwith such remedy. Each party hereto of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the any other party Party has an adequate remedy at law Law or (ii) an that any award of specific performance is not an appropriate remedy for any reason at law Law or in equity. . The Parties further agree that (bx) by seeking the remedies provided for in this Section 10.15, a Party shall not in any respect waive its right to seek any other form of relief that may be available to a Party under this Agreement, including monetary damages (or the right to reimbursement of its costs and expenses relating to any enforcement actions hereunder) and (y) nothing contained in this Section 10.15 shall require any Party to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section 10.15 before exercising any termination right under Section 9.1 (and pursuing damages after such termination) nor shall the commencement of any action pursuant to this Section 10.15 or anything contained in this Section 10.15 restrict or limit any Party’s right to terminate this Agreement in accordance with the terms of Section 9.1 or pursue any other remedies under this Agreement that may be available then or thereafter. Notwithstanding anything the foregoing, under no circumstances shall any Seller be permitted to receive both (1) a grant of specific performance to require Purchaser or Purchaser Parent to consummate, and that results in the contrary in Section 8.15(a)consummation of, the right Closing and (2) payment of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Purchaser Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurTermination Fee.

Specific Performance. (ai) The parties to this Agreement Parties acknowledge and agree that (A) irreparable damage (for which monetary damages would not be an adequate remedy) would occur if any of the Parties do not perform or otherwise breach the provisions of this Agreement were not performed in accordance with their its specified terms; (B) the Parties will be entitled, in addition to any other remedy to which they are entitled at Law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions hereof; (C) the provisions of Section 8.3 are not intended to and do not adequately compensate the Company, on the one hand, or were otherwise breachedParent and Merger Sub, on the other hand, for the harm that would result from a breach of this Agreement, and that money damages or other legal remedies (including those as set forth in Section 7.6) would will not be construed to diminish or otherwise impair in any respect any Party’s right to seek any other form of relief, including an adequate remedy for any such non-injunction, specific performance or breach. It is accordingly agreed thatand other equitable or, subject to Section 8.15(b8.3(e), monetary relief; and (D) the parties right of specific enforcement is an integral part of the Merger and without that right, neither the Company nor Parent or Merger Sub would have entered into this Agreement. The Parties agree not to raise any objections to the granting of an injunction, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement shall be entitled to by the Company, on the one hand, or Parent and Merger Sub, on the other hand. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with such injunction or enforcement. The Parties further agree that by seeking the remedies provided for in this Section 9.8, a Party shall not in any respect waive its right to seek any other form of relief that may be available to a Party under this Agreement. Nothing contained in this Section 9.8 shall require any Party to institute any Legal Proceeding for (or limit any party’s right to institute any Legal Proceeding for) specific performance under this Section 9.8 before exercising any termination right under Section 8.1 or pursuing damages, nor shall the commencement of any Legal Proceeding pursuant to this Section 9.8 or anything contained in this Section 9.8 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Section 8.1 or pursue any other remedies under this Agreement that may be available then or thereafter. (ii) Notwithstanding anything to the contrary in this Agreement, if prior to the Termination Date any Party initiates a Legal Proceeding to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in Agreement, then the Chosen Courts, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it Termination Date will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that be automatically extended by (iA) the other party has an adequate remedy at law amount of time during which such Legal Proceeding is pending plus 10 Business Days; or (iiB) an award of specific performance is not an appropriate remedy for any reason at law or equitysuch other time period established by the court presiding over such Legal Proceeding. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occur.

Specific Performance. (a) The Subject to Section 9.08(b) and Section 9.08(c), the parties to this Agreement hereto agree that irreparable damage would occur if in the event any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breachedhereof by the parties, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breachdamages. It is accordingly agreed thatAccordingly, subject to Section 8.15(b9.08(b) and Section 9.08(c), the parties hereto acknowledge and hereby agree that in the event of any breach by the Company, on the one hand, or Parent or Merger Sub, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, the Company, on the one hand, or Parent or Merger Sub, on the other hand, shall, subject to this Agreement shall Section 8.06, each be entitled to specific performance of the terms hereof (including the obligation of the parties to consummate the Merger, subject in each case to the terms and conditions of this Agreement), including an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courtsby any party, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a)foregoing, the Company’s right of the Company to seek or obtain an injunctioninjunction or injunctions, or other appropriate form of specific performance or other equitable relief relief, in connection each case, with enforcing Parent’s obligation respect to fund the Offer Price and the causing Parent and/or Merger Consideration and Parent’s and Merger Sub’s obligations Sub to cause the Acceptance Time Equity Financing to occur and be funded at any time and/or to effect the Closing (but not in accordance with Section 1.02, on the right of terms and subject to the Company to seek such injunctionsconditions in this Agreement, specific performance or other equitable relief for any other reason) shall be subject to the requirements that satisfaction of each of the following conditions: (i) all of the Offer Conditions have been satisfied conditions in Section 7.01 and Section 7.02 (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfiedClosing) have been satisfied or waived at the Expiration Timewaived, (ii) Parent and Merger Sub fail to consummate complete the Closing on by the date the Closing is required in this Agreement to have occurred pursuant to Section 1.02 and (iii) the Company has irrevocably confirmed in writing that (A) all conditions set forth in Section 7.03 have been satisfied or that it would take such actions required is willing to waive any of it by this Agreement the conditions to cause the extent not so satisfied in Section 7.03 and (B) if specific performance is granted and the Equity Financing is funded, then the Closing to will occur. (c) Each party waives (i) any defenses in any action for an injunction or other appropriate form of specific performance or equitable relief, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining an injunction or other appropriate form of specific performance or equitable relief. Notwithstanding anything herein to the contrary, (A) while the parties hereto may pursue an injunction or other appropriate form of specific performance or equitable relief and the payment of the applicable amounts set forth in Section 8.06, neither Parent and Merger Sub, on the one hand, nor the Company, on the other hand, shall be permitted or entitled to receive both a grant of specific performance that results in a Closing and payment of such amounts, and (B) upon the payment of such amounts, the remedy of specific performance shall not be available against the party making such payment and, if such party is Parent or Merger Sub, any other member of the Parent Group or, if such party is the Company, any other member of the Company Group. (d) This Section 9.08 shall not be deemed to alter, amend, supplement or otherwise modify the terms of any Equity Commitment Letter (including the expiration or termination provisions thereof).

Specific Performance. (a) The parties to this Agreement agree that irreparable damage for which monetary relief, even if available, would not be an adequate remedy, would occur if in the event that any of the provisions of this Agreement were not performed performed, or were threatened to be not performed, in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b)Accordingly, the parties to this Agreement acknowledge and agree that the parties shall be entitled to an injunction or injunctions injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwiseAgreement, this being in addition to any other remedy to which they are entitled at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right Each of the Company parties agrees that, (i) the seeking of remedies pursuant to this Section 8.10 shall not in any way constitute a waiver by any party seeking such remedies of its right to seek an injunctionany other form of relief that may be available to it under this Agreement, including under Section 7.02, in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 8.10 are not available or otherwise are not granted, (ii) nothing set forth in this Agreement shall require a party to institute any Proceeding for (or limit a party’s right to institute any Proceeding for) specific performance or other equitable relief under this Section 8.10 prior, or as a condition, to exercising any termination right under Article VII (and pursuing damages after such termination), nor shall the commencement of any Proceeding seeking remedies pursuant to this Section 8.10 or anything set forth in connection this Section 8.10 restrict or limit a party’s right to terminate this Agreement in accordance with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right terms of the Company to seek such injunctions, specific performance Article VII or other equitable relief for pursue any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in remedies under this Agreement that may be available then or thereafter and (iii) no party shall require the Company has irrevocably confirmed that it would take such actions required of it by other to post any bond or other security as a condition to institute any Proceeding for specific performance under this Agreement to cause the Closing to occurSection 8.10.

Specific Performance. (a) The parties Parties agree and acknowledge that the failure to perform under this Agreement agree will cause an actual, immediate and irreparable harm and injury and that irreparable damage the Parties would occur if not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms (including failing to take such actions as are required of them hereunder to consummate the Transactions) or were otherwise breached. Accordingly, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It it is accordingly agreed that, subject to Section 8.15(b), (i) each of the parties to this Agreement Parties shall be entitled to seek an injunction or injunctions injunctions, specific performance or other equitable relief, each without proof of damages prior to the valid termination of this Agreement in accordance with Section 9.1, to prevent breaches or threatened breaches of this Agreement by any other Party and to specifically enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwiseAgreement, this being in addition to any other remedy at law or in equityto which they are entitled under this Agreement, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award prior to the Closing or any termination of this Agreement in accordance with Section 9.1, damages shall be awarded only in a case where a court of competent jurisdiction determines that, notwithstanding the Parties’ intention for specific performance to be the applicable remedy prior to termination or the Closing, such specific performance is not an appropriate remedy for any reason at law available or equityotherwise will not be granted as a remedy. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements The Parties further agree that (i) all by seeking the remedies provided for in this Section 10.9, a Party shall not in any respect waive its right to seek any other form of the Offer Conditions have been satisfied (other than those conditions relief that by their terms are may be available to be satisfied at the Acceptance Timea party under this Agreement, but including monetary damages, subject to such conditions being able to be satisfied) or waived at the Expiration Timeterms hereof, (ii) Parent and Merger Sub fail to consummate the Closing on the date required nothing contained in this Section 10.9 shall require any Party to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section 10.9 before exercising any termination right under Section 9.1 (and pursuing damages after such termination), nor shall the commencement of any Action pursuant to this Section 10.9 or anything contained in this Section 10.9 restrict or limit any Party’s right to terminate this Agreement and in accordance with the terms of Section 9.1 or to pursue any other remedies under this Agreement that may be available then or thereafter; (iii) the Company has right of specific enforcement is an integral part of the Transactions and without that right, none of the Parties would have entered into this Agreement; and (iv) no Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 10.9, and each Party irrevocably confirmed that waives any right it would take may have to require the obtaining, furnishing or posting of any such actions required bond or similar instrument. (c) To the extent either party hereto brings any Action to enforce specifically the performance of it by the terms and provisions of this Agreement to cause in accordance with this Section 10.9, the Closing to occurOutside Date shall automatically be extended by (i) the amount of time during which such Action is pending, plus twenty (20) Business Days, or (ii) such other time period established by the court presiding over such Action.

Specific Performance. (a) The parties to this Agreement hereto agree that irreparable damage would occur if in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breachdamages. It is accordingly agreed among the parties hereto that, subject in addition to Section 8.15(b)any other remedy to which they are entitled at law or in equity, in the event of any breach or threatened breach by the Company, on the one hand, or Sumitomo or Sumitovant Bio, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, the parties to this Agreement shall Company, on the one hand, and Sumitomo or Sumitovant Bio, on the other hand, will be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement or to enforce compliance with, the covenants and obligations of the other under this Agreement. The Company, on the one hand, and Sumitomo or Sumitovant Bio, on the other hand, hereby agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by such party (or parties), and to specifically enforce specifically the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party (or parties) under this Agreement. The parties hereto further agree that (x) by seeking the remedies provided for in the Chosen Courtsthis Section 8.13, without proof of damages or otherwise, this being a party will not in addition any respect waive its right to seek any other remedy at law or in equityform of relief that may be available to a party under this Agreement (including monetary damages), and (y) nothing set forth in this Section 8.13 will require any party hereto to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 8.13, nor will the parties commencement of any legal proceeding pursuant to this Agreement hereby waive Section 8.13 or anything set forth in this Section 8.13 restrict or limit any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything party’s right to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for pursue any other reason) shall be subject to the requirements that (i) all remedies for damages resulting from a breach of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurAgreement.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and Each Party acknowledges that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for in the event that any such non-performance of the covenants or breach. It is accordingly agreed thatagreements in this Agreement are not performed in accordance with its terms, and subject to Section 8.15(b)7.16 above it is therefore agreed that in addition to and without limiting any other remedy or right it may have, the parties non-breaching Party will have the right to this Agreement shall be entitled to seek an injunction injunction, temporary restraining order or injunctions to prevent breaches or threatened breaches other equitable relief in any court of this Agreement competent jurisdiction enjoining any such breach and to enforce enforcing specifically the terms and provisions hereof. Each Party agrees that the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, New York, United States, are a court of competent jurisdiction for seeking any such relief. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Transactions in the Chosen Courtscourts of the State of New York and the federal courts of the United States of America located in New York County, without proof of damages or otherwiseNew York, this being in addition to any other remedy at law or in equityUnited States, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each Party further irrevocably consents to the parties to this Agreement hereby waive any requirement for the posting service of process out of any bond of the aforementioned courts in any such suit, action or similar collateral other proceeding by the mailing of copies thereof by mail to such Party at its address set forth in connection therewith. Each party hereto agrees this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary nothing in this Section 8.15(a), shall affect the right of any Party to serve legal process in any other manner permitted by Law. The consent to jurisdiction set forth in this Section 7.17 shall not constitute a general consent to service of process in the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price State of New York and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to shall have no effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) purpose except as provided in this Section 7.17. The Parties agree that a final judgment in any such suit, action or proceeding shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (conclusive and may be enforced in other than those conditions that jurisdictions by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing suit on the date required judgment or in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it any other manner provided by this Agreement to cause the Closing to occurLaw.

Specific Performance. (a) The parties to Notwithstanding anything in this Agreement to the contrary, the Parties agree that irreparable damage would occur if any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or hereof (and, more specifically, that irreparable damage would occur if the Merger were otherwise breachednot consummated and the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares, Company Performance Shares and Company Restricted Stock Units did not receive the aggregate Merger Consideration in accordance with the terms but subject to the conditions of this Agreement) and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and or to enforce specifically the performance of the terms and provisions hereof (including the Parties’ obligation to consummate the Merger and Parent’s obligation to pay, and the Company’s stockholders’ and holders of Company Stock Options’, Company Restricted Shares’, Company Performance Shares’ and Company Restricted Stock Units’ right to receive, the aggregate Merger Consideration pursuant to the Merger, subject in each case to the terms and conditions of this Agreement Agreement) in any federal court located in the Chosen CourtsState of Delaware or any Delaware state court, without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled at law or in equity, and the parties to this Agreement hereby Parties further waive any requirement for the securing or posting of any bond or similar collateral proof of actual damages in connection therewithwith any such remedy. Each party hereto agrees that it will not oppose If, prior to the granting End Date, any Party brings an action to enforce specifically the performance of an injunctionthe terms and provisions of this Agreement by another Party, specific performance and other equitable relief on the basis that or otherwise assert that End Date shall automatically be extended by (ia) the other party has an adequate remedy at law amount of time during which such action is pending, plus twenty Business Days, or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to such other time period established by the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek court presiding over such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occuraction.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage would occur if any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breached, hereof and that an award of money damages or other legal remedies (including those as would be inadequate in such event. Accordingly, it is acknowledged that, subject to the limitations set forth in Section 7.69.02(b) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to and Section 8.15(b10.09(b), the parties to this Agreement Seller and Buyer shall be entitled to equitable relief without proof of actual damages, including an injunction or injunctions or Governmental Orders for specific performance to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courtsaccordance with its terms, without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled at law or in equityequity as a remedy for any such breach. Each party further agrees that no other party hereto or any other Person shall be required to obtain, and the parties to this Agreement hereby waive any requirement for the posting of furnish or post any bond or similar collateral instrument in connection therewith. Each with or as a condition to obtaining any remedy referred to in this Section 10.09, and each party hereto agrees that irrevocably waives any right it will not oppose may have to require the granting obtaining, furnishing or posting of an injunction, specific performance and other equitable relief on the basis that any such bond or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equitysimilar instrument. (b) Notwithstanding anything in this Agreement to the contrary in contrary, including Section 8.15(a10.09(a), the right of the Company it is acknowledged and agreed that Seller shall be entitled to seek an injunction, specific performance or other equitable relief in connection with enforcing Parentof Buyer’s obligation to fund satisfy its obligation to make the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations payment pursuant to cause the Acceptance Time to occur Section 2.05 and to effect consummate the Closing (but not the right transactions contemplated herein if, and only if, each of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) following shall be subject to the requirements that have been satisfied (i) all of the Offer Conditions have been satisfied conditions set forth in Section 8.02 (other than those conditions that by their terms or nature are to be satisfied at the Acceptance Time, Closing (but subject to such conditions being able to be satisfiedtheir satisfaction at Closing) have been satisfied or waived at by Buyer as of the Expiration Timetime when Closing is required to have occurred pursuant to Section 3.01 and Seller is not then in breach of this Agreement, (ii) Parent and Merger Sub fail Buyer fails to consummate the Closing on by three (3) Business Days following the date on which the Closing is required in to have occurred pursuant to Section 3.01 or would have been required to close but for breach hereof by Buyer, (iii) a Financing Failure Event (other than a Financing Failure Event arising out of or related to a Buyer’s breach) has not occurred, (iv) Seller has not terminated this Agreement and (iiiv) the Company Seller has irrevocably confirmed that it would take such actions required in writing that, if (x) specific performance is granted and (y) the Financing is funded in accordance with the terms of it the Debt Commitment Letter, the Closing will occur on the terms contemplated by this Agreement Agreement. (c) For the avoidance of doubt, while Seller may pursue both a grant of specific performance of Buyer’s obligations to cause consummate the Closing in accordance with the provisions set forth in Section 10.09(b) prior to occurthe termination of this Agreement, and after the termination of this Agreement, the payment of the Seller Termination Fee, in no event shall Seller be permitted or entitled to receive both such grant of specific performance and payment of any monetary damages, including all or any portion of the Seller Termination Fee in accordance with the first sentence of Section 9.02(b).

Specific Performance. (a) The parties to this Agreement agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of in the event that the parties hereto do not perform the provisions of this Agreement were not performed (including failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, breach such provisions. The parties acknowledge and agree that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement each party hereto shall be entitled to an injunction or injunctions injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically in any court of the State of Delaware located in New Castle County, Delaware (or, if such court declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware and any appellate court thereof) the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity. Without limitation of the foregoing and notwithstanding anything in this Agreement to the contrary, the parties hereby further acknowledge and agree that prior to the Closing: (i) the Company shall be entitled to seek specific performance (A) to enforce specifically the terms and provisions of, and to prevent or cure breaches of, Section 5.5 by Parent or Merger Sub and (B) if (x) all conditions in Sections 6.1 and 6.2 (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied and (y) Parent and Merger Sub fail to complete the Closing by the date the Closing is required to have occurred pursuant to Section 1.2, to prevent or cure breaches of this Agreement by Parent or Merger Sub and/or to enforce specifically the terms and provisions of this Agreement Agreement, including to cause Parent and/or Merger Sub to consummate the transactions contemplated hereby, including to effect the Closing in accordance with Section 1.2, on the Chosen Courtsterms and subject to the conditions of this Agreement; and (ii) Parent and Merger Sub shall be entitled to seek specific performance if (A) all conditions in Sections 6.1 and 6.3 (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied and (B) the Company fails to complete the Closing by the date the Closing is required to have occurred pursuant to Section 1.2, without proof to prevent or cure breaches of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for by the posting Company and/or to enforce specifically the terms and provisions of any bond or similar collateral this Agreement, including to cause the Company to consummate the transactions contemplated hereby, including to effect the Closing in connection therewithaccordance with Section 1.2, on the terms and subject to the conditions of this Agreement. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and or other equitable relief on the basis that or otherwise assert that (ix) the other party has an adequate remedy at law or (iiy) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements The parties further agree that (i) all the seeking of the Offer Conditions have remedies provided for in Section 8.14(a) shall not in any respect constitute a waiver by any party seeking such remedies of its respective right to seek any other form of relief that may be available to it under this Agreement, including under Section 7.2, in the event that this Agreement has been satisfied (other than those conditions terminated or in the event that by their terms the remedies provided for in Section 8.14(a) are to be satisfied at the Acceptance Timenot available or otherwise are not granted, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, and (ii) Parent and Merger Sub fail to consummate the Closing on the date required nothing set forth in this Agreement shall require a party to institute any proceeding for (or limit a party’s right to institute any proceeding for) specific performance under Section 8.14(a) prior or as a condition to exercising any termination right under Article VII (and (iiipursuing damages after such termination), nor shall the commencement of any legal proceeding pursuant to Section 8.14(a) the Company has irrevocably confirmed that it would take such actions required of it by or anything set forth in this Section 8.14(b) restrict or limit a party’s right to terminate this Agreement to cause in accordance with the Closing to occurterms of Article VII or pursue any other remedies under this Agreement that may be available then or thereafter.

Specific Performance. (a) The parties to this Agreement hereto agree that irreparable damage would occur if in the event that any of the provisions of this Agreement were not performed by the parties hereto in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed thatthat Parent and Purchaser, subject to Section 8.15(b)on the one hand, and Seller, on the parties to this Agreement other hand, shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement by the other (as applicable) and to enforce specifically the terms and provisions of this Agreement exclusively in the Chosen CourtsDelaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, without proof if the Delaware Court of damages Chancery declines to accept jurisdiction over a particular matter, any state or otherwisefederal court within the State of Delaware) and this right shall include the right of Seller to cause the Offer, the Merger and the transactions contemplated thereby to be consummated on the terms and subject to the conditions thereto set forth in this being Agreement. Each of the parties hereto hereby waives (i) any defenses in addition any action for specific performance, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. If any party brings any Action to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (x) the amount of time during which such Action is pending, plus twenty (20) Business Days or (y) such other time period established by the Delaware court presiding over such Action. (b) For the avoidance of doubt, Seller may contemporaneously commence an action for specific performance and seek any other form of remedy at law or in equity, and the parties to equity that may be available for breach under this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation this Agreement or the transactions contemplated hereby (including monetary damages), but no such alternative remedy may be granted unless and until the court has declined to fund award specific performance. If a court of competent jurisdiction has declined to specifically enforce the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations of Parent or Purchaser to cause the Acceptance Time Offer, the Merger and the transactions contemplated thereby to occur and be consummated pursuant to effect the Closing (but not the right of the Company to seek such injunctions, a claim for specific performance brought against Parent or other equitable relief Purchaser in connection with this Agreement, any award of damages may be granted by such court for any other reason) shall be subject to such breach by Parent or Purchaser in accordance with the requirements that (i) all provisions of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurSection 9.2.

Specific Performance. (a) The parties to this Agreement agree Each of the Parties acknowledges and agrees that irreparable damage the other Party would occur if be irreparably damaged in the event that any of the provisions of this Parental Guarantee Agreement were not performed or complied with in accordance with their specific terms or were otherwise breached, and violated or unfulfilled. Accordingly, each of the Parties agrees that money damages or the other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement Party shall be entitled to an injunction or injunctions to prevent noncompliance with, or breaches or threatened breaches violations of, the provisions of this Parental Guarantee Agreement by the other Party and to enforce specifically this Parental Guarantee Agreement and the terms and provisions of this Agreement hereof in the Chosen Courtsany action instituted in accordance with Section 5.5, without proof of damages or otherwise, this being in addition to any other remedy to which such Party may be entitled, at law or in equity. In the event that any action is brought in equity to enforce the provisions of this Parental Guarantee Agreement, no Party will allege, and each Party hereby waives the parties to this Agreement hereby waive any requirement for the posting of any bond defense or similar collateral in connection therewithcounterclaim, that there is an adequate remedy at law. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert The Parties further agree that (i) by seeking the remedies provided for in this Section 5.9, a Party shall not in any respect waive its right to seek any other party form of relief that may be available to a Party under this Parental Guarantee Agreement, including monetary damages in the event that this Parental Guarantee Agreement has an adequate remedy at law been terminated or in the event that the remedies provided for in this Section 5.9 are not available or otherwise are not granted and (ii) an award of nothing contained in this Section 5.9 shall require any Party to institute any action for (or limit any Party’s right to institute any action for) specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in under this Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for 5.9 before exercising any other reason) remedies under this Parental Guarantee Agreement that may be available then or thereafter nor shall be subject the commencement of any action pursuant to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) this Section 5.9 or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required anything contained in this Section 5.9 restrict or limit any Party’s right to pursue any other remedies under this Parental Guarantee Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurmay be available then or thereafter.

Specific Performance. (a) The parties to this Agreement hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) irreparable damage would not be an occur, no adequate remedy for any such non-performance or breach. It is accordingly agreed at law would exist and damages would be difficult to determine, and that, subject to the following provisions of this Section 8.15(b)10.7, the parties to this Agreement shall be entitled to an injunction injunction, specific performance or injunctions other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen CourtsAgreement, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity. Except as otherwise contemplated by this Section 10.7, and the parties further agree not to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate a remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunctioninjunctive relief, specific performance or other equitable relief is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Except as otherwise contemplated by this Section 10.7, each of the parties hereto hereby waives (a) any defenses in connection with enforcing Parent’s obligation any action for specific performance, including the defense that a remedy at law would be adequate and (b) any requirement under any Law to fund post a bond or other security as a prerequisite to obtaining equitable relief. The parties hereto agree that, notwithstanding anything herein to the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations contrary, Seller shall be entitled to specific performance (or any other equitable relief), to cause Buyer to consummate the Acceptance Time to occur and transactions contemplated hereby, including to effect the Closing (but not in accordance with Section 2.2, on the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be terms and subject to the requirements that conditions in this Agreement, if, and only if: (i) all of the Offer Conditions conditions in Section 8.1 and Section 8.3 have been satisfied as of the date on which the Closing would otherwise be required to occur (other than those conditions that that, by their terms nature, are to be satisfied at the Acceptance Time, but subject to Closing (provided such conditions being able to be satisfied) or waived at the Expiration Timewould have been satisfied as of such date)), (ii) Parent and Merger Sub fail Buyer fails to consummate complete the Closing on by the date the Closing would otherwise be required in this Agreement and to have occurred pursuant to Section 2.2, (iii) the Company full proceeds of the Debt Financing would be available to Buyer at the Closing and (iv) Seller has irrevocably confirmed in a written notice delivered to the Buyer that it would take such actions required Seller is prepared to and able to, and will, effect the Closing upon the funding of it by the Debt Financing. The parties hereto agree that Seller shall be entitled to enforce specifically Buyer’s obligations under this Agreement to cause draw upon the Debt Financing if, and only if, each of the following conditions has been satisfied: (x) all of the conditions set forth in Section 8.1 and Section 8.3 and all of the conditions precedent set forth in the Debt Commitment Letter have been satisfied as of the date on which the Closing would otherwise be required to occuroccur (other than those conditions that, by their nature, are to be satisfied at the Closing (provided such conditions would have been satisfied as of such date)), (y) Buyer fails to complete the Closing by the date the Closing would otherwise be required to have occurred pursuant to Section 2.2 and (z) Seller has confirmed in a written notice delivered to Buyer that Seller is prepared to and able to, and will, effect the Closing upon the funding of the Debt Financing. The election of Seller to pursue an injunction or specific performance shall not restrict, impair or otherwise limit Seller from subsequently seeking to terminate this Agreement and seeking to collect the Reverse Termination Fee pursuant to Section 9.2(b); provided, however, that under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance of the consummation of the transactions contemplated hereby pursuant to this Section 10.7 and the payment of the Reverse Termination Fee.

Specific Performance. (a) The Except as set forth in Section 8.03(b)(iii), the parties to this Agreement hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of the parties hereto do not perform their obligations under the provisions of this Agreement were not performed (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, breach such provisions. The parties acknowledge and agree that money damages or other legal remedies (including those as set forth in Section 7.6i) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement shall be entitled to an injunction or injunctions injunctions, specific performance, or other equitable relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement hereof (in the Chosen Courts, courts described in Section 9.09(b)) without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement, at law or in equity, and (ii) the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into the Transaction Agreements; provided that it is acknowledged and agreed by each party that: (a) the Company shall be entitled to seek specific performance to cause Parent and Acquisition Sub to consummate the Charter Closing, the Partnership Agreement Amendment and Restatement, the Merger and the other Transactions if, but only if, (i) either Parent or Acquisition Sub fails to consummate the Charter Closing or any other Transaction (other than a Requested Transaction) within five (5) Business Days of the date the Charter Closing or such other Transaction was required to occur pursuant to and in accordance with Section 2.03, (ii) the financing provided for by the Financing Commitment (or, if Alternative Financing, such Alternative Financing, as the case may be) has been funded or is reasonably expected to be funded at the closing of the Transactions and (iii) the Company has confirmed in writing that, if specific performance is granted and the Committed Financing is funded, then the Company will take all such actions in its power to cause the Charter Closing and the Merger to occur; and (b) Notwithstanding anything else to the contrary in this Agreement, for the avoidance of doubt, while the Company may concurrently seek, as alternative remedies, (i) specific performance or other equitable relief, subject in all respects to this Section 9.08 and (ii) payment of the Reverse Termination Fee or monetary damages, if, as and when required pursuant to this Agreement, under no circumstances shall the Company be permitted or entitled to receive a grant of specific performance to cause the Committed Financing to be funded or other equitable relief if this Agreement has been validly terminated in accordance with its terms and the Company has requested and received payment of the Reverse Termination Fee and all of the other amounts, as and when due, owing to the Company pursuant to Section 5.04, Section 6.14 and Section 6.19. The remedies available to the Company pursuant to this Section 9.08 shall be in addition to any other remedy to which it is entitled at law or in equity, and the parties election to this Agreement hereby waive any requirement for the posting of any bond pursue an injunction or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that shall not restrict, impair or otherwise assert limit the Company from seeking to obtain such other remedies. For the avoidance of doubt, the parties hereto further agree that (i) by seeking the equitable remedies provided for in this Section 9.08, a party shall not in any respect waive its right to seek at any time any other form of relief that may be available to a party in accordance with the terms of this Agreement in the event that this Agreement has an adequate remedy at law been terminated or in the event that the equitable remedies provided for in this Section 9.08 are not available or otherwise are not granted, and (ii) an award of nothing set forth in this Section 9.08 shall require any party hereto to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance is not an appropriate remedy for under this Section 9.08 prior or as a condition to exercising any reason at law or equity. termination right under Article VIII (b) Notwithstanding anything and pursuing monetary damages and/or the Reverse Termination Fee (and any of the other amounts, as and when due, owing to the contrary Company pursuant to Section 5.04, Section 6.14 and Section 6.19) after such termination to the extent permitted in Section 8.15(aaccordance with this Agreement), nor shall the commencement of any legal proceeding pursuant to this Section 9.08 or anything set forth in this Section 9.08 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of the Company to seek an injunction, specific performance Article VIII or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for pursue any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in remedies under this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurAgreement.

Specific Performance. (a) The parties to this Agreement acknowledge and agree that irreparable damage would occur if in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) monetary damages, even if available, would not be an adequate remedy for any such non-performance or breachtherefor. It is accordingly agreed that, subject to Section 8.15(b), that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in Agreement, including the Chosen Courtsright of a party to cause the other parties to consummate the Transactions. It is agreed that the parties are entitled to enforce specifically the performance of terms and provisions of this Agreement, without proof of actual damages (and each such party hereby waives any requirement for the securing or otherwiseposting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Such action shall be brought in the Court of Chancery of the State of Delaware or, and if that court does not have jurisdiction, any court of the United States located in the State of Delaware. The parties further agree not to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has a remedy of specific enforcement is unenforceable, invalid, contrary to any applicable Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. Each of the parties hereby further waives any defense in any action for specific performance that a remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equitywould be adequate. (b) Notwithstanding anything to the contrary in Section 8.15(a)this Agreement, the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject if prior to the requirements that (i) all Outside Date any party initiates an Action to prevent breaches or threatened breaches of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and to enforce specifically the terms and provisions of this Agreement, then the Outside Date will be automatically extended by: (iiiA) the Company has irrevocably confirmed that it would take amount of time during which such actions required of it Action is pending plus 20 Business Days; or (B) such other time period established by this Agreement to cause the Closing to occurcourt presiding over such Action.

Specific Performance. (a) The parties to this Agreement hereto agree that irreparable damage harm would occur if in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breachharm. It is accordingly agreed that, subject to unless this Agreement is validly terminated in accordance with Section 8.15(b)8.01 and any dispute over the right of termination has been finally resolved, (i) the parties to this Agreement hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in a court of competent jurisdiction as set forth in Section 9.07 and, in any action for specific performance, each party waives any requirement for the Chosen Courts, without proof securing or posting of damages or otherwiseany bond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equityequity (subject to the limitations set forth in this Agreement), and (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement, including the Merger, and without that right, none of the Company, Parent or Merger Sub would have entered into this Agreement. Each of the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and or other equitable relief on the basis that or otherwise assert that (i) the any other party of such parties has an adequate remedy at law or (ii) an that any such injunction or award of specific performance or other equitable relief is not an appropriate remedy for any reason at law or equityreason. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements The parties hereto further agree that (i) all by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement for breach of any of the Offer Conditions have provisions of this Agreement or in the event that this Agreement has been satisfied (other than those conditions terminated or in the event that by their terms the remedies provided for in this Section 9.09 are to be satisfied at the Acceptance Timenot available or otherwise are not granted, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, and (ii) Parent and Merger Sub fail to consummate the Closing on the date required nothing set forth in this Agreement and Section 9.09 shall require any party hereto to institute any Proceeding for (iiior limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8, nor shall the Company has irrevocably confirmed that it would take such actions required commencement of it by any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement to cause in accordance with the Closing to occurterms of Article 8 or pursue any other remedies under this Agreement that may be available at any time.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage would occur if in the event that any of the provisions of this Agreement were not performed in accordance with their its specific terms or were otherwise breached. Each party agrees that, and that money damages in the event of any breach or threatened breach by any other legal remedies (including those as set forth party of any covenant or obligation contained in Section 7.6) would not be an adequate remedy for any such this Agreement, the non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement breaching party shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwise, this being (in addition to any other remedy at that may be available to it whether in law or in equity, including monetary damages, but only to the extent expressly permitted by Section 7.2(b), Section 7.3 or Section 7.4) to seek and the parties to this Agreement hereby waive any requirement for the posting of any bond obtain (a) a decree or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award order of specific performance is not an appropriate remedy for any reason at law to enforce the observance and performance of such covenant or equity. obligation, and (b) Notwithstanding anything an injunction restraining such breach or threatened breach. In circumstances where the Parent and Merger Sub are obligated to consummate the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price Merger and the Merger Consideration and has not been consummated on or prior to the earlier of the last day of the Marketing Period or the Termination Date (other than as a result of the Company’s refusal to close in violation of this Agreement) the parties acknowledge that the Company shall not be entitled to enforce specifically the obligations of Parent or Merger Sub to consummate the Merger; provided, that notwithstanding the foregoing, it is agreed that the Company shall be entitled to enforce specifically the Parent’s and Merger Sub’s obligations obligation to draw upon and cause the Acceptance Time Financing to occur be funded if the conditions set forth in Section 6.1 and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions Section 6.2 have been satisfied (other than those conditions that which by their terms are to nature cannot be satisfied at until Closing) and the Acceptance Timefunds contemplated by the Financing or any Alternate Financing shall be available. Each party further agrees that no other party hereto or any other Person shall be required to obtain, but subject furnish or post any bond or similar instrument in connection with or as a condition to such conditions being able obtaining any remedy referred to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement Section 8.11, and (iii) each party hereto irrevocably waives any right it may have to require the Company has irrevocably confirmed that it would take obtaining, furnishing or posting of any such actions required of it by this Agreement to cause the Closing to occurbond or similar instrument.

Specific Performance. (a) The Subject to Section 9.08(b) and Section 9.08(c), the parties to this Agreement hereto agree that irreparable damage would occur if in the event any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breachedhereof by the parties, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breachdamages. It is accordingly agreed thatAccordingly, subject to Section 8.15(b9.08(b) and Section 9.08(c), the parties hereto acknowledge and hereby agree that in the event of any breach by the Company, on the one hand, or Parent or Merger Sub, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, the Company, on the one hand, or Parent or Merger Sub, on the other hand, shall, subject to this Agreement shall Section 8.06, each be entitled to specific performance of the terms hereof (including the obligation of the parties to consummate the Merger, subject in each case to the terms and conditions of this Agreement), including an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courtsby any party, without proof of damages or otherwise, this being in addition to any other remedy at law or equity (including, subject to Section 9.08(b), the Company demanding that Parent and Merger Sub use reasonable best efforts to obtain the Debt Financing in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equityaccordance with Section 6.07). (b) Notwithstanding anything to the contrary in Section 8.15(a)foregoing, the Company’s right of the Company to seek or obtain an injunctioninjunction or injunctions, or other appropriate form of specific performance or other equitable relief relief, in connection each case, with enforcing Parent’s obligation respect to fund the Offer Price and the causing Parent and/or Merger Consideration and Parent’s and Merger Sub’s obligations Sub to cause the Acceptance Time Equity Financing to occur and be funded at any time and/or to effect the Closing (but not in accordance with Section 1.02, on the right of terms and subject to the Company to seek such injunctionsconditions in this Agreement, specific performance or other equitable relief for any other reason) shall be subject to the requirements that satisfaction of each of the following conditions: (i) all of the Offer Conditions have been satisfied conditions in Section 7.01 and Section 7.02 (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfiedClosing) have been satisfied or waived at the Expiration Timewaived, (ii) Parent and Merger Sub fail to consummate complete the Closing on by the date the Closing is required to have occurred pursuant to Section 1.02, (iii) the Debt Financing (or, if applicable, Alternative Financing) has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing in this Agreement accordance with the terms thereof, and (iiiiv) the Company has irrevocably confirmed in writing that (A) all conditions set forth in Section 7.03 have been satisfied or that it would take such actions required is willing to waive any of it by this Agreement the conditions to the extent not so satisfied in Section 7.03 and (B) if specific performance is granted and the Equity Financing and Debt Financing are funded, then the Closing will occur. For the avoidance of doubt, in no event shall the Company be entitled to specific performance to cause Parent and/or Merger Sub to cause the Equity Financing to be funded and/or to effect the Closing in accordance with Section 1.02 if the Debt Financing (or, if applicable, Alternative Financing) has not been funded (or will not be funded at the Closing even if the Equity Financing is funded at the Closing). (c) Each party waives (i) any defenses in any action for an injunction or other appropriate form of specific performance or equitable relief, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to occurpost a bond or other security as a prerequisite to obtaining an injunction or other appropriate form of specific performance or equitable relief. Notwithstanding anything herein to the contrary, (A) while the parties hereto may pursue an injunction or other appropriate form of specific performance or equitable relief and the payment of the applicable amounts set forth in Section 8.06, neither Parent and Merger Sub, on the one hand, nor the Company, on the other hand, shall be permitted or entitled to receive both a grant of specific performance that results in a Closing and payment of such amounts, and (B) upon the payment of such amounts, the remedy of specific performance shall not be available against the party making such payment and, if such party is Parent or Merger Sub, any other member of the Parent Group or, if such party is the Company, any other member of the Company Group. (d) This Section 9.08 shall not be deemed to alter, amend, supplement or otherwise modify the terms of any Financing Commitments (including the expiration or termination provisions thereof).

Specific Performance. (a) The parties to this Agreement hereto agree that irreparable damage would could occur if in the event any of the provisions provision of this Agreement were Agreement, including Article III hereof, was not performed in accordance with their specific the terms or were otherwise breachedhereof. Without limiting the generality of the foregoing, A-C hereby acknowledges that (i) the obligation of A-C to issue shares of A-C Common Stock to the Shareholders is fundamental and required for the protection of the Shareholders and to preserve for the Shareholder the benefits of the Merger, (ii) the A-C Common Shares are of a unique character, and that money (iii) a breach of such obligation will result in irreparable harm and damages or other legal remedies (including those as set forth in Section 7.6) would to the Shareholders which cannot be an adequate remedy for any such nonadequately compensated by a monetary award. Accordingly, A-performance or breach. It is accordingly agreed C hereby expressly agrees that, subject should the Merger be consummated, in addition to Section 8.15(b)all other remedies available to law or in equity, the parties to this Agreement Shareholders shall be entitled to an the immediate remedy of specific performance, a temporary and/or permanent restraining order, preliminary injunction or injunctions such other form of injunctive or equitable relief as may used by the court to prevent breaches competent jurisdiction to restrain or threatened breaches enjoin any of the parties hereto from breaching any representations, warranties, covenants or restrictions set forth in Article III of this Agreement and Agreement, or to specifically enforce specifically the terms and provisions of Article III hereof. A-C further agrees that neither the Shareholders nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in Section 10.11, and A-C irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If any legal action or other legal proceeding relating to this Agreement in or the Chosen Courtsenforcement of any provision of this Agreement is brought by a party hereto, without proof of damages or otherwisethe prevailing party shall be entitled to recover reasonable attorneys' fees, this being costs and disbursements (in addition to any other relief to which the prevailing party nay be entitled). The foregoing rights shall be in addition to any other right or remedy any person hereto may have at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occur.

Specific Performance. (a) The parties to this Agreement Parties hereto agree that immediate, extensive and irreparable damage damage, for which monetary damages would not be an adequate remedy, would occur if any of in the event that the Parties hereto do not perform their obligations under the provisions of this Agreement were not performed in accordance with their specific its specified terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any breach such non-performance or breachprovisions. It is accordingly agreed that, subject to Section 8.15(b)Accordingly, the parties Parties acknowledge and agree that the Parties will be entitled, in addition to this Agreement shall be any other remedy to which they are entitled at law or in equity, to an injunction or injunctions injunctions, specific performance or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof (including the obligation of the Parties hereto to consummate the Merger and the obligation of Parent and Merger Sub to pay, and the Company’s shareholders’ right to receive, the Merger Consideration payable to them pursuant to the Merger, in each case in accordance with the terms and subject to the conditions of this Agreement Agreement) in the Chosen Courts, Courts without proof of damages or otherwise, and that such explicit rights of specific enforcement are an integral part of the Transactions and, without such rights, neither the Company nor Parent would have entered into this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewithAgreement. Each party of the Parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has Parties hereto have an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity. (b) Notwithstanding anything . The Parties hereto acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the contrary in Section 8.15(a), the right terms and provisions of the Company this Agreement will not be required to seek an injunction, specific performance provide any bond or other equitable relief security in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek any such injunctions, specific performance order or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurinjunction.

Specific Performance. (a) The parties to this Agreement agree hereby acknowledge that irreparable damage would occur if in the event any of the provisions provision of this Agreement (including failing to take such actions as are required of it hereunder to consummate the Offer or the transactions contemplated hereby) were not performed in accordance with their the terms hereof. Accordingly, the parties acknowledge and agree that, prior to the valid termination of this Agreement in accordance with Section 8.01 and in all cases subject to the specific terms or were otherwise breached, and that money damages or other legal remedies (including those as requirements set forth in Section 7.69.09(b) would (as it relates to obtaining a remedy contemplated by this Section 9.09(a) with respect to the Company’s right to specific performance of the obligations of Buyer or Parent, as applicable, to (i) accept for payment Company Shares validly tendered and not withdrawn pursuant to the Offering, (ii) pay for Company Shares validly tendered and not withdrawn pursuant to the Offering, and (iii) cause the Equity Financing to be an adequate funded) or Section 9.09(c) (as it relates to obtaining a remedy for any such non-performance or breach. It is accordingly agreed that, subject contemplated by this Section 9.09(a) with respect to Section 8.15(bthe Bridge Take Down), the parties to this Agreement each party shall be entitled to an injunction or injunctions injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwisehereof, this being in addition to any other remedy to which, subject to the terms and conditions of this Agreement, they are entitled at law or in equity. (b) Notwithstanding the foregoing, the right of the Company to obtain an injunction, or other appropriate form of specific performance or equitable relief, in each case, solely with respect to causing Buyer or Parent, as applicable, to (i) accept for payment Company Shares validly tendered and not withdrawn pursuant to the Offering, (ii) pay for Company Shares validly tendered and not withdrawn pursuant to the Offering, and (iii) cause the Equity Financing to be funded and the transactions contemplated hereby to be consummated at the Closing, shall be subject to the requirements that (x) all Offer Conditions have been satisfied (or, with respect to certificates to be delivered at the Closing pursuant to Annex I, are capable of being satisfied upon the Closing), (y) the financing provided for by the Debt Financing Commitments (or any Alternative Financing) in an amount no less than US$430,000,000 has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing, and (z) the Company has irrevocably confirmed that if specific performance is granted and the Equity Financing and Debt Financing are funded, then the Closing pursuant to Section 2.01(d) will occur. (c) The right of the Company to obtain an injunction, or other appropriate form of specific performance or equitable relief, in each case, solely with respect to causing Buyer to effect a Bridge Take-Down shall be subject to the requirements set forth in Section 7.08(d). (d) Each of the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has parties have an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. . For the avoidance of doubt, (b1) Notwithstanding anything under no circumstances will the Company be entitled to, nor will Buyer, Parent or any Financing Source be liable under or in connection with this Agreement or the Offer for, aggregate monetary damages in excess of the aggregate amount of the Buyer Termination Fee (or, solely in the case of Buyer and solely pursuant to and in accordance with the contrary in terms of Section 8.15(a8.03(e) and Section 8.03(h), the right Nonclearance Termination Fee), (2) under no circumstances will Buyer be entitled to, nor will the Company be liable under or in connection with this Agreement or the Offer for, aggregate monetary damages in excess of the aggregate amount of the Company to seek an injunctionTermination Fee, and (3) while the Company may pursue both a grant of specific performance and the payment of either the Buyer Termination Fee or Nonclearance Termination Fee under Section 8.03, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance and any money damages, including all or any portion of the Buyer Termination Fee or Nonclearance Termination Fee, and in no circumstances shall the Company be entitled to receive all or any portion of both the Buyer Termination Fee and the Nonclearance Termination Fee. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other equitable relief security in connection with enforcing Parent’s obligation any such order or injunction. To the extent any party hereto brings an action, suit or proceeding to fund enforce specifically the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right performance of the Company terms and provisions of this Agreement (other than an action to seek specifically enforce any provision that expressly survives termination of this Agreement) when expressly available to such injunctions, specific performance or other equitable relief for any other reason) shall be subject party pursuant to the requirements that terms of this Agreement, the Termination Date shall automatically be extended to (i) all the twentieth (20th) business day following the resolution of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Timesuch action, but subject to such conditions being able to be satisfied) suit or waived at the Expiration Timeproceeding, or (ii) Parent and Merger Sub fail such other time period established by the court presiding over such action, suit or proceeding (it being understood that this Section 9.09 shall not be deemed to consummate alter, amend, supplement or otherwise modify the Closing on terms of any Financing Commitment (including the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurexpiration or termination provisions thereof).

Specific Performance. (aEmployee acknowledges that the information received by him in the course of his employment with the Company is of such character as to render the same unique and, therefore, agrees disclosure thereof in violation of the covenants of Sections 7(a) The parties to this Agreement agree that or 7(b) would be of irreparable damage would occur if any to the Company. Employee acknowledges and agrees that the terms of this Section 7 (i) are reasonable in light of all of the circumstances, (ii) are sufficiently limited to protect the legitimate interests of the Company and its affiliates, (iii) impose no undue hardship on Employee, and (iv) are not injurious to the public. Employee further acknowledges and agrees that Employee’s breach of the provisions of this Agreement were Section 7 will cause the Company irreparable harm, which cannot performed in accordance with their specific terms or were otherwise breachedbe adequately compensated by money damages, and that money damages if the Company elects to prevent Employee from breaching such provisions by obtaining an injunction against Employee, there is a reasonable probability of the Company’s eventual success on the merits. In the event of a breach or other legal remedies (including those as set forth in threatened breach of this Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that7, subject to Section 8.15(b), Employee agrees that the parties to this Agreement Company shall be entitled to an injunction or injunctions injunctive relief in a court of appropriate jurisdiction to prevent breaches remedy any such breach or threatened breaches breach, and Employee acknowledges that damages alone would be inadequate and insufficient. Accordingly, Employee agrees and consents that in the event that any action or proceeding shall be instituted by the Company to enforce any provision of this Agreement and to enforce specifically Agreement, Employee waives the terms and provisions of this Agreement claim or defense in the Chosen Courts, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees such action that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has there is an adequate remedy at law available to the company, and Employee shall not urge in any such action or (ii) an award of specific performance is not an appropriate proceeding the claim or defense that such remedy for any reason at law exists. The parties agree that the Company’s remedies for breach of this Agreement expressly described herein shall be cumulative and the seeking or equity. (b) Notwithstanding anything obtainment of injunctive relief shall not preclude a claim or award for damages or other relief as provided for herein or as otherwise may be available to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurCompany.

Specific Performance. (a) The Subject to the limitations set forth herein, the parties to this Agreement hereto agree that irreparable damage harm would occur if in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breachharm. It The parties hereto agree that unless and until this Agreement is accordingly agreed thatterminated in accordance with Section 8.01 and any dispute over the right to termination has been finally resolved, subject to Section 8.15(b), (i) the parties to this Agreement hereto shall be entitled to an injunction or injunctions injunctions, specific performance and other equitable relief from a court of competent jurisdiction as set forth in Section 9.07 to prevent breaches (or threatened breaches breaches) of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen CourtsAgreement, without proof of damages bond or otherwiseother security being required, this being in addition to any other remedy to which they are entitled pursuant to Section 8.02 or Section 9.04, at law or in equity, and (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement, including the Merger, and without that right, none of the Company, Parent or Merger Sub would have entered into this Agreement. Notwithstanding anything to the contrary in this Agreement, the parties hereto further agree that unless and until this Agreement is terminated in accordance with Section 8.01, the Company shall be entitled to an injunction, specific performance or other equitable remedy to specifically enforce Parent’s and Merger Sub’s obligations to consummate the Closing on the terms and conditions set forth herein and cause the Equity Financing to be funded under each of the Equity Commitment Letters (including to cause Parent to enforce the obligations of the Equity Investors under the respective Equity Commitment Letter in order to cause the Equity Financing to be timely completed in accordance with and subject to the terms and conditions set forth in the respective Equity Commitment Letter) if, and only if, (1) all of the conditions set forth in Section 7.01 and Section 7.02 of this Agreement have been and continue to be satisfied or waived (other than those that, by their nature, are to be satisfied at the Closing; provided, that those conditions could be satisfied if the Closing were to occur), (2) the Company has irrevocably confirmed by written notice to Parent that (x) all conditions set forth in Section 7.03 have been satisfied (other than those that, by their nature, are to be satisfied at the Closing) or that they would be willing to waive any unsatisfied conditions in Section 7.03 and (y) they are ready, willing, and able to consummate the Closing if specific performance is granted and the Debt Financing is funded, (3) the Debt Financing has been funded or will be funded at the Closing (in each case, in accordance with the terms and conditions thereof) and (4) the Merger has not been consummated in accordance with Section 2.01, and under no other circumstances. For the avoidance of doubt, if the Debt Financing has not been funded and will not be funded at the Closing for any reason (including a breach of Section 6.17), the Company shall not be entitled to enforce Parent’s and Merger Sub’s obligation to consummate the Merger and the Equity Investor’s obligation to provide the Equity Financing pursuant to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewithSection 9.09. Each party of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and or other equitable relief on the basis that or otherwise assert that (i) the any other party of such parties has an adequate remedy at law or (ii) an that any such injunction or award of specific performance or other equitable relief is not an appropriate remedy for any reason at law or equityreason. (b) Notwithstanding anything Subject to the contrary in Section 8.15(a9.04(h), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements parties hereto further agree that (i) all by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the Offer Conditions have provisions of this Agreement or in the event that this Agreement has been satisfied terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing damages after such termination), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time. (c) In no event shall the Company seek or permit to be sought on behalf of the Company any monetary damages of any kind, including consequential, indirect, or punitive damages, from any officer, director, agent or employee of Parent or Merger Sub any Parent Related Party, in connection with this Agreement or the transactions contemplated by this Agreement (other than those conditions that as expressly provided by their terms are to be satisfied at the Acceptance Time, but Section 8.02 (subject to such conditions being able Section 9.04(h)) and this Section 9.09, and as expressly provided by and subject to be satisfiedthe terms of the Equity Commitment Letters and the Guarantees). (d) or waived at Notwithstanding anything herein to the Expiration Timecontrary and for the avoidance of doubt, (ii) Parent and Merger Sub fail to consummate the Closing on the date required nothing in this Agreement and (iii) Section 9.09 nor Section 9.04 shall limit in any way the Company has irrevocably confirmed that it would take such actions required remedies of it by this Agreement to cause the Closing to occurparties under the Confidentiality Agreement, as modified hereunder.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage would occur if and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject prior to Section 8.15(b)the termination of this Agreement, the parties to this Agreement shall be entitled to an injunction or injunctions in any court referred to in Section 10.13 to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwiseAgreement, this being in addition to any other remedy to which they are entitled at law or in equity; provided, and that Synacor shall only be entitled to enforce or seek to enforce specifically Qumu’s obligation to consummate the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that Merger if: (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary conditions set forth in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price 2.2(a) and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reasonSection 2.2(b) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms nature are to be satisfied at the Acceptance Time, Closing but subject to such conditions which are then capable of being able to be satisfied) or waived satisfied at the Expiration TimeClosing), (ii) Parent the Closing has not occurred by the date the Closing is required to have occurred pursuant to Section 2.1, (iii) Synacor has irrevocably confirmed to Qumu in writing that it is ready, willing and Merger Sub fail able to consummate the Merger and that if specific performance is granted the Closing on will occur, and (iv) Qumu has failed to consummate the Merger within three (3) business days of receipt of such written confirmation; provided, further, that Qumu shall only be entitled to enforce or seek to enforce specifically Synacor’s obligation to consummate the Merger if: (A) the conditions set forth in Section 2.2(a) and Section 2.2(c) have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing but which are then capable of being satisfied at the Closing), (B) the Closing has not occurred by the date the Closing is required to have occurred pursuant to Section 2.1, (C) Qumu has irrevocably confirmed to Synacor in writing that it is ready, willing and able to consummate the Merger and that if specific performance is granted the Closing will occur, and (D) Synacor has failed to consummate the Merger within three (3) business days of receipt of such written confirmation. (b) Notwithstanding anything in this Agreement to the contrary, while either party may seek (i) specific performance, subject in all respects to this Section 10.7, and (iiiii) payment of the Company has irrevocably confirmed that it would take such actions required Qumu Termination Fee Amount or the Synacor Termination Fee Amount, as applicable, if, as and when payable pursuant to Section 9.3, under no circumstances shall either Synacor or Qumu, directly or indirectly, be permitted or entitled to receive (A) both a grant of it by this Agreement specific performance to cause the Closing other parties hereto to occurconsummate the Merger, on the one hand, and payment of monetary damages for liability hereunder or the payment of the Qumu Termination Fee Amount or the Synacor Termination Fee Amount, on the other hand, or (B) both payment of monetary damages for liability hereunder, on the one hand, and payment of the Qumu Termination Fee Amount or the Synacor Termination Fee Amount, on the other hand.

Specific Performance. (ai) The parties to this Agreement Parties agree that irreparable damage would occur for which monetary damages, even if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedavailable, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for would occur in the event that the Parties do not perform the provisions of this Agreement (including any Party failing to take such non-performance actions as are required of it hereunder in order to consummate this Agreement) in accordance with its specified terms or breachotherwise breach such provisions. It is accordingly agreed The Parties acknowledge and agree that, subject to Section 8.15(b8.6, (A) the Parties will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions hereof; (B) the provisions of Section 8.3 are not intended to and do not adequately compensate the Company, on the one hand, or the Buyer Parties, on the other hand, for the harm that would result from a breach of this Agreement, and will not be construed to diminish or otherwise impair in any respect any Party’s right to an injunction, specific performance and other equitable relief; and (C) the right of specific enforcement is an integral part of the Merger and without that right, neither the Company nor the Buyer Parties would have entered into this Agreement. It is explicitly agreed that the Company shall have the right to an injunction, specific performance or other equitable remedies in connection with enforcing the Buyer Parties’ obligations to consummate the Merger and cause the Equity Financing to be funded to fund the Merger (including to cause Parent to enforce the obligations of the Guarantor under the Equity Commitment Letter in order to cause the Equity Financing to be timely completed in accordance with and subject to the terms and conditions set forth in the Equity Commitment Letter), . Notwithstanding the foregoing and subject to the rights of the parties to this Agreement the definitive agreements for any Debt Financing under the terms thereof, none of the Company and its Affiliates and their direct and indirect equityholders shall have any rights or claims (whether in contract or in tort or otherwise) against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, and in no event shall the Company, any of its Affiliates or its or their direct or indirect equityholders be entitled to directly seek the remedy of specific performance of this Agreement against any Financing Source. (ii) The Parties agree not to raise any objections to (A) the granting of an injunction, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement by the Company, on the one hand, or Parent, on the other hand; and (B) the specific performance of the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants, obligations and agreements of the Buyer Parties pursuant to this Agreement. Each of the Parties hereto agrees that it will not oppose the granting of an injunction, specific performance or any other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement will not be required to provide any bond or other security in the Chosen Courts, without proof of damages connection with such injunction or otherwise, this being in addition to any other remedy at law or in equityenforcement, and each Party irrevocably waives any right that it may have to require the parties to this Agreement hereby waive any requirement for the obtaining, furnishing or posting of any such bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equitysecurity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occur.

Specific Performance. The parties acknowledge and agree that irreparable harm would occur and that the parties would not have any adequate remedy at Law (a) The parties to for any actual or threatened breach of the provisions of this Agreement agree or (b) in the event that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breachterms. It is accordingly agreed that, subject prior to the valid termination of this Agreement pursuant to Section 8.15(b)8.1, the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to specifically enforce specifically the terms and provisions of this Agreement and any instrument executed in the Chosen Courts, without proof of damages or otherwise, this being in addition to any other remedy at law or in equityconnection herewith, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a), right shall include the right of the Company to cause Parent and Purchaser to seek an injunctionto enforce the terms of the Financing against the Financing Parties if the conditions to funding set forth in the Commitment Letter are satisfied and to thereafter cause the Offer and the Merger to be consummated, specific performance in each case, if the Offer Conditions (with respect to the Offer) and the conditions set forth in Section 7.1 (with respect to the Merger) have been satisfied or other equitable relief waived and this Agreement shall not have been terminated in accordance with its terms. Each party further agrees to waive any requirement for the securing or posting of any bond or proving actual damages in connection with enforcing Parent’s obligation such remedy. Each party hereby consents to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company other parties to seek the issuance of such injunction or injunctions, specific performance or other equitable relief for any other reason) shall be subject and to the requirements grant of such injunction or injunctions. The parties further agree that (i) all by seeking the remedies provided for in this Section 9.13, a party shall not in any respect waive its right to seek any other form of the Offer Conditions have been satisfied (other than those conditions relief that by their terms are may be available to be satisfied at the Acceptance Timea party under and pursuant to this Agreement, but including, subject to such conditions being able to be satisfied) Section 8.2(e), monetary damages, or waived at in the Expiration Time, event that the remedies provided for in this Section 9.13 are not available or otherwise are not granted and (ii) Parent and Merger Sub fail to consummate the Closing on the date required nothing contained in this Agreement Section 9.13 shall require any party to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 9.13 before exercising any termination right under Section 8.1 (and (iiipursuing damages after such termination) nor shall the Company has irrevocably confirmed that it would take such actions required commencement of it by any action pursuant to this Section 9.13 or anything contained in this Section 9.13 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Section 8.1 or pursue any other remedies under and pursuant to cause the Closing to occurthis Agreement that may be available then or thereafter.

Specific Performance. (a) The parties to this Agreement Parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms on a timely basis or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) irreparable damage would not be an occur, no adequate remedy for any such non-performance or breach. It is accordingly agreed at law would exist (even if damages would be available) and damages would be difficult to determine, and that, subject to Section 8.15(b)unless this Agreement has been terminated in accordance with its terms, the parties to this Agreement Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and Agreement, to enforce specifically the terms and provisions of this Agreement and to compel performance by the Parties of their respective obligations set forth in the Chosen Courtsthis Agreement, without proof the necessity of proving the inadequacy of money damages or otherwiseas a remedy, this being in addition to any other remedy at law or in equity. (b) Without limiting the general right to specific performance set forth in Section 9.15(a), each of the Parties acknowledges and agrees that, due to the parties nature of the Company, including the unique nature of the customer relationships and other facts and circumstances, a non-breaching Party would be damaged irreparably if a Party breaches its obligation to consummate the transactions contemplated by this Agreement hereby waive any requirement for as required hereunder, provided that all of the posting conditions to Closing set forth hereunder have been satisfied or waived by the Party seeking to enforce this Agreement (other than the covenants in Section 1.3 and Section 1.6, which the Party seeking enforcement would be otherwise prepared to satisfy). Accordingly, in the event of any bond such breach of a Party’s obligation to consummate the Closing, provided that all of the conditions to Closing set forth hereunder have been satisfied or similar collateral waived by the Party seeking to enforce this Agreement (other than the covenants in connection therewith. Section 1.3 and Section 1.6, which the Party seeking enforcement would be otherwise prepared to satisfy), then the Parties acknowledge and agree that the Party seeking to enforce this Agreement shall be entitled, at its election, to specifically enforce the performance of the other Party’s obligation to consummate the Closing as required hereunder in any Proceeding, including a Proceeding for injunctive relief. (c) Each party hereto of the Parties agrees that it will not oppose the granting of an injunction, specific performance and or other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that or otherwise assert that (i) the other party has an there is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason in equity or at law or equity. (b) Notwithstanding anything law, other than on the basis that such remedy is not expressly available pursuant to the contrary in Section 8.15(a), terms of this Agreement. Any Party seeking an injunction or injunctions to prevent breaches or threatened breaches of this Agreement when expressly available pursuant to the right terms of this Agreement and to enforce specifically the Company terms and provisions of this Agreement when expressly available pursuant to seek an injunction, specific performance the terms of this Agreement shall not be required to provide any bond or other equitable relief security in connection with enforcing Parent’s obligation to fund any such order or injunction. Without limiting the Offer Price and generality of the Merger Consideration and Parent’s and Merger Sub’s obligations to cause foregoing, the Acceptance Time to occur and to effect the Closing (but not the Parties hereto hereby irrevocably waive any right of the Company rescission they may otherwise have or to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurwhich they may become entitled.

Specific Performance. (ai) The parties to this Agreement Parties agree that irreparable damage would occur for which monetary damages, even if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedavailable, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for would occur in the event that the Parties do not perform the provisions of this Agreement (including any Party failing to take such non-performance actions as are required of it hereunder in order to consummate this Agreement) in accordance with its specified terms or breachotherwise breach such provisions. It is accordingly agreed The Parties acknowledge and agree that, subject to Section 8.15(b8.6, (A) the Parties will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions hereof; (B) the provisions of Section 8.3 are not intended to and do not adequately compensate the Company, on the one hand, or Parent and Merger Sub, on the other hand, for the harm that would result from a breach of this Agreement, and will not be construed to diminish or otherwise impair in any respect any Party’s right to an injunction, specific performance and other equitable relief; and (C) the right of specific enforcement is an integral part of the Merger and without that right, neither the Company nor Parent would have entered into this Agreement. It is explicitly agreed that the Company shall have the right to an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s and Merger Sub’s obligations to consummate the Merger and cause the Equity Financing to be funded to fund the Merger (including to cause Parent to enforce the obligations of the Guarantor under the Equity Commitment Letter in order to cause the Equity Financing to be timely completed in accordance with and subject to the terms and conditions set forth in the Equity Commitment Letter), . Notwithstanding the foregoing and subject to the rights of the parties to this Agreement the definitive agreements for any Debt Financing under the terms thereof, none of the Company and its Affiliates and their direct and indirect equityholders shall have any rights or claims (whether in contract or in tort or otherwise) against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, and in no event shall the Company, any of its Affiliates or its or their direct or indirect equityholders be entitled to directly seek the remedy of specific performance of this Agreement against any Financing Source. (ii) The Parties agree not to raise any objections to (A) the granting of an injunction, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement by the Company, on the one hand, or Parent and Merger Sub, on the other hand; and (B) the specific performance of the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants, obligations and agreements of Parent and Merger Sub pursuant to this Agreement. Any Party seeking an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement will not be required to provide any bond or other security in the Chosen Courts, without proof of damages connection with such injunction or otherwise, this being in addition to any other remedy at law or in equityenforcement, and each Party irrevocably waives any right that it may have to require the parties to this Agreement hereby waive any requirement for the obtaining, furnishing or posting of any such bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equitysecurity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occur.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of in the event that the parties do not perform their obligations under the provisions of this Agreement were not performed (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, breach such provisions. The parties acknowledge and agree that money damages or other legal remedies (including those as set forth in Section 7.6i) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement shall be entitled to an injunction injunction, specific performance, or injunctions other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 8.1, this being in addition to any other remedy to which they are entitled under this Agreement, (ii) the provisions set forth in Section 8.2 (A) are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement and (B) shall not be construed to diminish or threatened otherwise impair in any respect any party’s right to specific enforcement and (iii) the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor the Parent Entities would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The parties acknowledge and agree that any party entitled to an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwise, accordance with this being in addition Section 9.11 shall not be required to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of provide any bond or similar collateral other security in connection with any such injunction and any party against whom such injunction is entered expressly waives any bond or security in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a)foregoing, the right of it is acknowledged and agreed that the Company shall only be entitled to seek an injunction, specific performance or other equitable relief in connection with enforcing remedies to enforce Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time Equity Financing to occur be funded and to effect consummate the Closing (but not Transactions, in the right event that each of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that following conditions has been satisfied: (i) all of the conditions to the Offer Conditions have been satisfied set forth in Annex A (other than those conditions that by their terms nature are not to be first satisfied at until the Acceptance Time, but subject that are capable of being satisfied if the Acceptance Time were the time of Merger Sub’s failure to such consummate the Acceptance Time or Closing, and other than those conditions being able to be satisfiedthat have not been satisfied as a result of Guarantor’s or any Parent Entity’s breach of this Agreement, the Debt Commitment Letter, the Equity Commitment Letter or the Guarantee) have been satisfied or waived at the Expiration Timewaived, (ii) Parent and Merger Sub fail (or its applicable Affiliate) fails to consummate accept for payment the Shares tendered in the Offer or complete the Closing on the date required the Closing should have occurred in this Agreement accordance with Section 1.1 or Section 2.3, respectively, and (iii) the Debt Financing is Available (without giving effect to the proviso contained in the definition of “Available”). (c) If a court of competent jurisdiction has declined to specifically enforce the obligations of the Parent Entities to take all actions under this Agreement up to and including the consummation of the Acceptance Time and the Closing pursuant to a claim for specific performance pursuant to this Section 9.11, then the sole and exclusive remedies of the Company has irrevocably confirmed that it would take such actions required will be (i) payment of it a Reverse Termination Fee in accordance with the terms and conditions of Section 8.2(g) or Section 8.2(h), payment of any Recovery Costs, as applicable, the remedies contemplated by Section 8.2(a), as applicable, and (iii) the payment of any amounts pursuant to Section 6.12(c), if applicable. For the avoidance of doubt, while the Company may pursue both a grant of specific performance to the extent permitted by this Agreement Section 9.11 and the payment of a Reverse Termination Fee (and the payment of any amounts pursuant to cause Section 6.12(c), if applicable), under no circumstances shall the Company be permitted or entitled to receive both (i) a grant of specific performance to require the Parent Entities to consummate the Acceptance Time and the Closing (and the payment of any fees, costs and expenses (including legal fees) incurred by the Company and its Affiliates in connection with the Company’s pursuit of such grant of specific performance, which the Parent Entities shall pay to occurthe Company if the Company is actually granted specific performance in accordance with this Section 9.11) and (ii) payment of a Reverse Termination Fee, payment of any Recovery Costs, as applicable, the remedies contemplated by Section 8.2(a), as applicable, and the payment of any amounts pursuant to Section 6.12(c), if applicable. (d) For the avoidance of doubt, Parent shall not be permitted to pay a Reverse Termination Fee during the pendency of any Action by the Company for specific performance pursuant to this Section 9.11.

Specific Performance. (a) The Subject to Section 9.08(b) and Section 9.08(d), the parties to this Agreement hereto agree that irreparable damage would occur if in the event any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breachedhereof by the parties, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breachdamages. It is accordingly agreed thatAccordingly, subject to Section 8.15(b9.08(b) and Section 9.08(d), the parties to hereto acknowledge and hereby agree that in the event of any breach by the Company, on the one hand, or Parent or Merger Sub, on the other hand, of any of their respective covenants or obligations set forth in this Agreement Agreement, the Company, on the one hand, or Parent or Merger Sub, on the other hand, shall each be entitled to specific performance of the terms hereof (including the obligation of the parties to consummate the Merger, subject in each case to the terms and conditions of this Agreement), including an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courtsby any party, without proof of damages or otherwise, this being in addition to any other remedy at law or equity (including, subject to Section 9.08(b), the Company demanding that Parent and Merger Sub use reasonable best efforts to obtain the Debt Financing in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equityaccordance with Section 6.07). (b) Notwithstanding anything to the contrary in Section 8.15(a)foregoing, the Company’s right of the Company to seek or obtain an injunctioninjunction or injunctions, or other appropriate form of specific performance or other equitable relief relief, in connection each case, with enforcing Parent’s obligation respect to fund the Offer Price and the causing Parent and/or Merger Consideration and Parent’s and Merger Sub’s obligations Sub to cause the Acceptance Time Equity Financing to occur and be funded at any time and/or to effect the Closing (but not in accordance with Section 1.02, on the right of terms and subject to the Company to seek such injunctionsconditions in this Agreement, specific performance or other equitable relief for any other reason) shall be subject to the requirements that satisfaction of each of the following conditions: (i) all of the Offer Conditions have been satisfied conditions in Section 7.01 and Section 7.02 (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfiedClosing) have been satisfied or waived at the Expiration Timewaived, (ii) Parent and Merger Sub fail to consummate complete the Closing on by the date the Closing is required in this Agreement to have occurred pursuant to Section 1.02, (iii) the Debt Financing or, if applicable, Alternative Financing) has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing and (iiiiv) the Company has irrevocably confirmed in writing that (A) all conditions set forth in Section 7.03 have been satisfied or that it would take such actions required is willing to waive any of it by this Agreement the conditions to the extent not so satisfied in Section 7.03 and (B) if specific performance is granted and the Equity Financing and Debt Financing are funded, then the Closing will occur. For the avoidance of doubt, in no event shall the Company be entitled to specific performance to cause Parent and/or Merger Sub to cause the Equity Financing to be funded and/or to effect the Closing in accordance with Section 1.02 if the Debt Financing (or, if applicable, Alternative Financing) has not been funded (or will not be funded at the Closing even if the Equity Financing is funded at the Closing). (c) Each party (i) waives any defenses in any action for an injunction or other appropriate form of specific performance or equitable relief, including the defense that a remedy at law would be adequate and (ii) waives any requirement under any Law to occurpost a bond or other security as a prerequisite to obtaining an injunction or other appropriate form of specific performance or equitable relief. (d) Notwithstanding anything herein to the contrary, (i) Parent and Merger Sub on the one hand and the Company on the other hand, agree that the election to pursue an injunction or other appropriate form of specific performance or equitable relief shall not restrict, impair or otherwise limit Parent and Merger Sub or the Company from, in the alternative, seeking to terminate the Agreement and collect the Company Termination Fee pursuant to Section 8.06(a) and expenses under Section 8.06(d), by Parent on the one hand, or the Parent Termination Fee pursuant to Section 8.06(b) and expenses under Section 8.06(d), by the Company on the other hand and (ii) upon the payment of such amounts, the remedy of specific performance shall not be available against the party making such payment and, if such party is Parent or Merger Sub, any other member of the Parent Group or, if such party is the Company, any other member of the Company Group. (e) This Section 9.08 shall not be deemed to alter, amend, supplement or otherwise modify the terms of any Financing Commitments (including the expiration or termination provisions thereof).

Specific Performance. (a) Except as otherwise expressly provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties to this Agreement agree that irreparable damage harm would occur if and the parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject that prior to Section 8.15(b)the valid and effective termination of this Agreement in accordance with Article 8, the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwiseAgreement, this being in addition to any other remedy to which they are entitled at law Law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a)this Agreement, the right of the Company shall not be entitled to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund cause Parent and Merger Sub to consummate the Offer Price Mergers and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur Closing and to effect make the payments contemplated by this Agreement unless (A) the conditions to Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions set forth in Section 7.1 and Section 7.2 have been satisfied or waived (other than those conditions that that, by their terms terms, are to be satisfied at the Acceptance TimeClosing; provided, but subject to such that those conditions are then capable of being able to be satisfied) or waived satisfied at the Expiration TimeClosing), (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iiiB) the Company has irrevocably confirmed by written notice that it would take the Company is ready, willing and able to consummate the Mergers on the date of such actions required written notice. In any Legal Proceeding seeking monetary damages against a party or to compel a party to specifically perform its obligations hereunder, the non-prevailing party in such Legal Proceeding (after a final, non-appealable judgment of it by this Agreement to cause a court of competent jurisdiction) shall promptly reimburse the Closing to occurprevailing party its costs and expenses (including reasonable attorneys’ fees and disbursements) in connection with such Legal Proceeding.

Specific Performance. (a) The parties to hereto acknowledge and agree that, in the event of any breach of this Agreement agree that Agreement, irreparable damage harm would occur if any of the provisions of this Agreement were that monetary damages could not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breachmake whole. It is accordingly agreed that, subject to Section 8.15(b8.13(c), the parties (i) each party hereto will be entitled, in addition to this Agreement shall any other remedy to which it may be entitled at law or in equity, to an injunction or injunctions compel specific performance to prevent or restrain breaches or threatened breaches of this Agreement in any action without the posting of a bond or undertaking and (ii) the parties hereto will, and hereby do, waive, in any action for specific performance, the defense of adequacy of a remedy at law and any other objections to enforce specifically the terms and provisions specific performance of this Agreement in Agreement. (b) Notwithstanding the Chosen Courtsparties’ rights to specific performance pursuant to Section 8.13(a), without proof of damages or otherwise, this being in addition to each party may pursue any other remedy available to it at law or in equity, and the parties including monetary damages; provided that under no circumstances will a party be permitted or entitled to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that receive both (ix) the other party has an adequate remedy at law or (ii) an award a grant of specific performance is not an appropriate remedy for that results in the occurrence of the Closing and (y) monetary damages (including the Company Termination Fee, the Parent Termination Fee or any reason at law or equitymonetary damages in lieu of specific performance). (bc) Notwithstanding anything in this Agreement to the contrary in Section 8.15(a)contrary, the right parties hereby acknowledge and agree that the Company shall be entitled to seek specific performance to cause Parent to draw down the full proceeds of the Company Cash Equity pursuant to the terms and conditions of the Equity Commitment Letter and to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and Parent to effect the Closing (but not the right of the Company to seek such injunctionsin accordance with Section 1.2, specific performance or other equitable relief for any other reason) shall be subject to the requirements that in each case, only if (i) all of the Offer Conditions conditions in Section 6.1 and Section 6.2 have been satisfied (other than those conditions that by their terms are to be satisfied by the delivery of documents or the taking of actions at the Acceptance TimeClosing, but subject to such conditions being able to be satisfied) or waived each of which would be, at the Expiration Timetime of the termination of this Agreement, satisfied if the Closing were to occur at such time), (ii) the Debt Financing (or Alternative Debt Financing in accordance with Section 5.17) has been funded or will be funded at the Closing, (iii) the Company has confirmed to Parent and Merger Sub by irrevocable written notice that (A) all of the conditions in Section 6.1 and Section 6.2 have been satisfied (other than conditions that by their terms are to be satisfied by the delivery of documents or the taking of actions at the Closing, each of which would be, at the time of the termination of this Agreement, satisfied if the Closing were to occur at such time) or that the Company is irrevocably waiving any such condition that remains unsatisfied, (B) the Company is ready, willing and able to effect the Closing on such date of notice and at all times during the three (3) Business Day period immediately thereafter, and (iv) Parent and Merger Sub fail to consummate the Closing prior to 5:00 p.m. Eastern Time on the third (3rd) Business Day following the date required in this Agreement and of delivery of such written notification by the Company. In no event shall Parent be obligated to both (iiix) specifically perform the Company has irrevocably confirmed that it would take such actions required of it by this Agreement obligation to cause the Cash Equity to be funded and consummate the Closing to occurand (y) pay the Parent Termination Fee or any other monetary damages whatsoever.

Specific Performance. (a) The parties to Each Party acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement agree by such Party and that any such breach would cause the other Parties irreparable damage would occur if harm. Accordingly, each Party also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any by such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b)Party, the parties to this Agreement other Parties shall be entitled to an injunction equitable relief without the requirement of posting a bond or injunctions to prevent breaches or threatened breaches of this Agreement other security, and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwiseactual damages, this being including in the form of injunctions and orders for specific performance, in addition to any all other remedy remedies available to such other Parties at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees The Parties agree that it they will not oppose contest the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award appropriateness of specific performance is not an appropriate remedy for any reason at law or equityas a remedy. (b) Notwithstanding Section 10.14(a) or anything else in this Agreement to the contrary in Section 8.15(a)contrary, the right of the Company shall not be entitled to enforce or seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and enforce specifically Parent’s and Merger Sub’s obligations to cause consummate the Acceptance Time to occur and to effect Offer or the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that Merger unless (i) all of the Offer Conditions and the conditions set forth in Section 8.01(b) have been satisfied or waived (other than those conditions that by their terms nature are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration TimeOffer Closing or the Closing, provided that such conditions are reasonably capable of being satisfied), (ii) the Company has given notice in writing to Parent representing that it is ready, willing and able complete the Offer Closing and the Closing, (iii) the full amount of the Financing has been funded or will be funded at the Offer Closing or the Closing and (iv) Parent and Merger Sub fail have failed to consummate complete the Offer Closing or the Closing on by the respective date the Offer Closing or the Closing is required in to have occurred pursuant to this Agreement and (iii) Agreement. For the avoidance of doubt, under no circumstances shall the Company has irrevocably confirmed that it would take such actions required be permitted or entitled to receive both a grant of it by this Agreement to cause specific performance and payment of the Closing to occurParent Termination Fee.

Specific Performance. (a) The parties to this Agreement hereto each acknowledge and agree that irreparable damage the other parties hereto would occur if be damaged irreparably in the event any of the provisions provision of this Agreement were is not performed in accordance with their its specific terms or were is otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) monetary damages, even if available, would not be an adequate remedy for any such non-performance or breachtherefor. It is accordingly agreed thatAccordingly, subject to except as otherwise provided in this Section 8.15(b)9.11, each of the Company, Parent and Merger Sub agrees that the other parties to this Agreement hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions of this Agreement hereof in any action instituted in any court in the Chosen CourtsUnited States or in any state having jurisdiction over the parties hereto and the matter, without proof of damages or otherwise, this being in addition to any other remedy to which they may be entitled pursuant hereto or at law or in equity, equity (and the parties to this Agreement each party hereto hereby waive waives any requirement for the securing or posting of any bond or similar collateral in connection therewithwith such remedy). Each party of the parties hereto further acknowledges and agrees that it will shall not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has a remedy of specific enforcement is unenforceable, invalid, contrary to applicable Law, or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equitysuch breach. (b) Notwithstanding anything In furtherance of the foregoing, the parties hereto hereby further acknowledge and agree that prior to the contrary in Section 8.15(a)Closing, the right of the Company shall be entitled to seek an injunction, specific performance (i) to enforce specifically the terms and provisions of, and to prevent or other equitable relief in connection with enforcing Parent’s obligation cure breaches of, this Agreement by Parent and (ii) to fund cause Parent to consummate the Offer Price Merger and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and Transactions, including to effect the Closing (but not in accordance with the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be terms and subject to the requirements that conditions in this Agreement, if, solely in the case of this clause (iii), (A) all of the Offer Conditions have been satisfied conditions in Section 6.1 and Section 6.3 (other than those conditions that by their terms nature are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfiedClosing) have been satisfied or waived at the Expiration Timewaived, (iiB) Parent and Merger Sub fail fails to consummate complete the Closing on by the date the Closing is required in this Agreement to have occurred pursuant to Section 1.2, and (iiiC) the Company has irrevocably confirmed to Parent in writing that it would if specific performance were granted and the Debt Financing were funded, then the Company will take such actions required of it by this Agreement to cause the Closing to occur.

Specific Performance. (a) The parties to this Agreement Parties agree that irreparable damage would could occur if in the event that any of the provisions Parties fails to take any action required of it hereunder to consummate the transactions contemplated by this Agreement were not performed in accordance with their specific terms or were otherwise breachedits specified terms. Accordingly, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject notwithstanding anything herein to Section 8.15(b)the contrary, the parties to this Agreement shall Parties explicitly agree that: (a) Each Party will be entitled to seek an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwiseposting a bond or other security to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, including specific performance of the covenants, promises or agreements contained in this being Agreement or an Order enjoining the applicable Party from any threatened, or from the continuation of any actual, breach of such Party’s covenants, promises or agreements, in each case in this sentence, in addition to any other remedy to which the non-breaching Party is entitled at law or in equity; provided, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a)that, the right of the Company any Party to seek an injunction, specific performance or other equitable relief remedies solely in connection with enforcing Parentthe other Party’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect consummate the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements requirement that (i) all of the Offer Conditions have been satisfied conditions set forth in Article 9 and Article 10 with respect to Buyer, or Article 10 and Article 11 with respect to Seller or any Selling Entity, as applicable (in each case, other than those conditions that by their terms nature are to be satisfied by the delivery of documents or taking of actions at the Acceptance TimeClosing) have been satisfied or waived, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, and (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company such Party has irrevocably confirmed that if specific performance is granted, then it would take such actions required of it by this Agreement to cause the Closing to occur. Unless otherwise expressly stated in this Agreement, no right or remedy described or provided in this Agreement is intended to be exclusive or to preclude any Party from pursuing other rights and remedies to the extent available under this Agreement, at law or in equity. (b) The rights of specific performance and other equitable relief to the extent explicitly set forth and granted in this Section 14.08 are an integral part of the transactions contemplated by this Agreement and without that right, neither Seller nor Buyer would have entered into this Agreement.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of in the event that the parties hereto do not perform the provisions of this Agreement were not performed (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any breach such non-performance or breachprovisions. It is accordingly agreed that, subject to Section 8.15(b)Accordingly, the parties to this Agreement acknowledge and agree that the parties shall be entitled to an injunction or injunctions injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courtshereof, without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled at law or in equity, equity in any such event and prior to the valid exercise of any termination right by the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewithaccordance with Section 8.1. Each party hereto of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the any other party has an adequate remedy at law or (ii) an that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement or the Financing and to enforce specifically the terms and provisions of this Agreement or the Financing shall not be required to provide any bond or other security in connection with any such order or injunction. (b) Notwithstanding anything herein to the contrary in Section 8.15(a)contrary, the right of the Company shall not be entitled to seek an injunction, specific performance or any other equitable relief in connection with enforcing Parent’s obligation order to fund cause Parent and Acquisition Sub to consummate the Offer Price and or the Merger Consideration and Parent’s and Merger Sub’s obligations to or cause the Acceptance Time Equity Financing to occur and to effect be funded (whether under this Agreement or the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reasonEquity Commitment Letter) shall be subject to the requirements that unless: (i) all of the Offer Conditions have been satisfied conditions in Annex I or Section 7.1 (other than those conditions that by their terms are to be satisfied at the Acceptance TimeOffer Closing or Merger Closing, as applicable, but subject to the satisfaction of such conditions being able to be satisfied) or waived at the Expiration TimeOffer Closing or Merger Closing, as applicable) have been satisfied or waived; (ii) Parent and Acquisition Sub have failed to complete the Merger Sub fail to consummate the Closing on by the date the Merger Closing is required in this Agreement and to occur pursuant to Section 2.2; (iii) the Debt Financing has been funded or the Lenders have irrevocably confirmed to Parent in writing that the Debt Financing will be funded at the Offer Closing (if the Equity Financing is funded); and (iv) the Company has irrevocably confirmed to Parent in writing that it would take such actions required of it by this Agreement to cause if specific performance is granted and the Debt Financing and the Equity Financing are funded, then the Offer Closing to or Merger Closing, as applicable, will occur.

Specific Performance. (a) The parties to this Agreement Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of in the event that the Parties hereto do not perform the provisions of this Agreement were not performed (including failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, breach such provisions. The Parties acknowledge and agree that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement each Party hereto shall be entitled to an injunction or injunctions injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courtshereof, without proof of actual damages (and each Party hereby waives any requirement for the securing or otherwiseposting of any bond or other undertaking in connection with such remedy), this being in addition to to, and not exclusive of, any other remedy to which they are entitled at law or in equity. Without limitation of the foregoing and notwithstanding anything in this Agreement to the contrary, the Parties hereby further acknowledge and agree that prior to the Closing, each Party shall be entitled to seek specific performance (i) to enforce specifically the terms and provisions of, and to prevent or cure breaches of, Section 5.6 and Section 5.13; (ii) if (A) all conditions in Sections 6.1 and 6.2 (other than those conditions that by their nature are to be satisfied at the parties Closing) have been satisfied or waived and (B) Parent and Merger Sub fail to complete the Closing by the date the Closing is required to have occurred pursuant to Section 1.2, to cause Parent and/or Merger Sub to draw down the full amount of the Financing and (iii) to prevent or cure breaches of this Agreement hereby waive any requirement for by the posting other Party and/or to enforce specifically the terms and provisions of any bond or similar collateral this Agreement, including to cause the other Party to consummate the transactions contemplated hereby, including to effect the Closing in connection therewithaccordance with Section 1.2, on the terms and subject to the conditions in this Agreement. Each party Party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (ix) the other party Party has an adequate remedy at law or (iiy) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to The Parties further agree that (x) the contrary seeking of the remedies provided for in Section 8.15(a), the 8.14(a) shall not in any respect constitute a waiver by any Party seeking such remedies of its respective right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reasonform of relief that may be available to it under this Agreement, including under Section 7.2, in the event that this Agreement has been terminated or in the event that the remedies provided for in Section 8.14(a) shall be subject to the requirements that are not available or otherwise are not granted, and (iy) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required nothing set forth in this Agreement shall require a Party to institute any proceeding for (or limit a Party’s right to institute any proceeding for) specific performance under Section 8.14(a) prior or as a condition to exercising any termination right under Article 7 (and (iiipursuing damages after such termination), nor shall the commencement of any legal proceeding pursuant to Section 8.14(a) the Company has irrevocably confirmed that it would take such actions required of it by or anything set forth in this Section 8.14(b) restrict or limit a Party’s right to terminate this Agreement to cause in accordance with the Closing to occurterms of Article 7 or pursue any other remedies under this Agreement that may be available then or thereafter.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Offer Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Offer Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, and (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occur.

Specific Performance. (a) The parties to this Agreement Parties agree that irreparable damage would occur if any of the provisions of this Agreement (including, without limitation, the covenants set forth in Section 6.15 or Section 6.16) were not performed in accordance with their specific terms on a timely basis or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) irreparable damage would not be an occur, no adequate remedy for any such non-performance or breach. It is accordingly agreed at law would exist (even if damages would be available) and damages would be difficult to determine, and that, subject to Section 8.15(b)unless this Agreement has been terminated in accordance with its terms, the parties to this Agreement Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and Agreement, to enforce specifically the terms and provisions of this Agreement and to compel performance by the Parties of their respective obligations set forth in the Chosen Courtsthis Agreement, without proof the necessity of proving the inadequacy of money damages or otherwiseas a remedy, this being in addition to any other remedy at law or in equity. (b) Without limiting the general right to specific performance set forth in Section 11.14(a), each of the Parties acknowledges and agrees that, due to the parties nature of the Companies, including the unique nature of the customer relationships and other facts and circumstances, a non-breaching Party would be damaged irreparably if a Party breaches its obligation to consummate the transactions contemplated by this Agreement hereby waive any requirement for as required hereunder, provided that all of the posting conditions to Closing set forth hereunder have been satisfied or waived by the Party seeking to enforce this Agreement (other than the covenants in Section 2.3 and Section 2.6, which the Party seeking enforcement would be otherwise prepared to satisfy). Accordingly, in the event of any bond such breach of a Party’s obligation to consummate the Closing, provided that all of the conditions to Closing set forth hereunder have been satisfied or similar collateral waived by the Party seeking to enforce this Agreement (other than the covenants in connection therewith. Section 2.3 and Section 2.6, which the Party seeking enforcement would be otherwise prepared to satisfy), then the Parties acknowledge and agree that the Party seeking to enforce this Agreement shall be entitled, at its election, to specifically enforce the performance of the other Party’s obligation to consummate the Closing as required hereunder in any Proceeding, including a Proceeding for injunctive relief. (c) Each party hereto of the Parties agrees that it will not oppose the granting of an injunction, specific performance and or other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that or otherwise assert that (i) the other party has an there is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason in equity or at law or equity. (b) Notwithstanding anything law, other than on the basis that such remedy is not expressly available pursuant to the contrary in Section 8.15(a), terms of this Agreement. Any Party seeking an injunction or injunctions to prevent breaches or threatened breaches of this Agreement when expressly available pursuant to the right terms of this Agreement and to enforce specifically the Company terms and provisions of this Agreement when expressly available pursuant to seek an injunction, specific performance the terms of this Agreement shall not be required to provide any bond or other equitable relief security in connection with enforcing Parent’s obligation to fund any such order or injunction. Without limiting the Offer Price and generality of the Merger Consideration and Parent’s and Merger Sub’s obligations to cause foregoing, the Acceptance Time to occur and to effect the Closing (but not the Parties hereto hereby irrevocably waive any right of the Company rescission they may otherwise have or to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurwhich they may become entitled.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of in the event that the parties hereto do not perform the provisions of this Agreement were not performed (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any breach such non-performance or breachprovisions. It is accordingly agreed that, subject Subject to Section 8.15(b9.8(b), the parties to this Agreement acknowledge and agree that the parties shall be entitled to an injunction or injunctions injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courtshereof, without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled at law or in equity. Subject to Section 9.8(b), and each of the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the any other party has an adequate remedy at law or (ii) an that any award of specific performance is not an appropriate remedy for any reason at law or in equity. If, prior to the Outside Date, any party brings a legal proceeding to enforce the terms and provisions hereof, the Outside Date may, to the extent determined to be appropriate by the court of competent jurisdiction presiding over such legal proceeding, be extended by any time period established by such court. (b) Notwithstanding anything herein to the contrary contrary, in Section 8.15(a), the right of no event shall the Company be entitled to enforce or seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and enforce specifically Parent’s and Merger Acquisition Sub’s obligations to cause consummate the Acceptance Time Offer or the Merger if a Funding Failure has occurred, in which case, subject to occur Section 8.2, the sole and to effect the Closing (but not the right exclusive remedy of the Company or its subsidiaries and their respective stockholders, affiliates, officers, directors, employees and representatives against Parent, Acquisition Sub, and any lender or other provider of Debt Financing in connection with the Debt Financing, or any attorney, accountant or other advisor, agent, representative or affiliate for such lender, shall be for payment of the Parent Termination Fee. Subject to Section 8.2, if the Parent Termination Fee is payable (or would become payable upon termination by the Company) and is promptly paid upon termination by the Company, none of the Company or its subsidiaries, or any of their respective stockholders, affiliates, officers, directors, employees and representatives may seek to recover any other money damages or seek any other remedy based on a claim in law or equity with respect to, any matter relating to or arising out of this Agreement, including, without limitation, (a) any loss suffered as a result of the failure of the Merger to be consummated, (b) the termination of this Agreement or (c) any liabilities or obligations arising under this Agreement. For the avoidance of doubt, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance and payment of the Parent Termination Fee. Furthermore, for the avoidance of doubt, this Section 9.8(b) shall not limit the Company’s ability to seek such injunctions, specific performance of Parent’s obligations pursuant to Section 6.9, or other equitable relief for any other reason) shall be subject to the requirements that (i) all seek specific performance of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent Parent’s and Merger Sub fail Acquisition Sub’s obligations to consummate the Closing on Offer and the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurMerger if a Funding Failure is cured.

Specific Performance. (a) The Subject to Section 9.08(b) and Section 9.08(c), the parties to this Agreement hereto agree that irreparable damage would occur if in the event any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breachedhereof by the parties, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breachdamages. It is accordingly agreed thatAccordingly, subject to Section 8.15(b9.08(b) and Section 9.08(c), the parties hereto acknowledge and hereby agree that in the event of any breach by the Company, on the one hand, or Parent or Merger Sub, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, the Company, on the one hand, or Parent or Merger Sub, on the other hand, shall, subject to this Agreement shall Section 8.06, each be entitled to specific performance of the terms hereof (including the obligation of the parties to consummate the Merger, subject in each case to the terms and conditions of this Agreement), including an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courtsby any party, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a)this Agreement, the obligation of Parent to consummate the Transactions and the Company’s right of the Company to seek or obtain an injunctioninjunction or injunctions, or other appropriate form of specific performance or other equitable relief relief, in connection each case, with enforcing Parent’s obligation respect to fund the Offer Price and the causing Parent and/or Merger Consideration and Parent’s and Merger Sub’s obligations Sub to cause the Acceptance Time Equity Financing to occur and be funded at any time and/or to effect the Closing (but not in accordance with Section 1.02, on the right of terms and subject to the Company to seek such injunctionsconditions in this Agreement, specific performance or other equitable relief for any other reason) shall be subject to the requirements that satisfaction of each of the following conditions: (i) all of the Offer Conditions have been satisfied conditions in Section 7.01 and Section 7.02 (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfiedClosing) have been satisfied or waived at the Expiration Timewaived, (ii) Parent and Merger Sub fail to consummate complete the Closing on by the date the Closing is required in this Agreement to have occurred pursuant to Section 1.02, (iii) the Debt Financing (or, if applicable, Alternative Financing) has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing, and (iiiiv) the Company has irrevocably confirmed in writing that (A) all conditions set forth in Section 7.03 have been satisfied or that it would take such actions required is willing to waive any of it by this Agreement the conditions to the extent not so satisfied in Section 7.03 and (B) if specific performance is granted and the Equity Financing and Debt Financing are funded, then the Closing will occur. For the avoidance of doubt, in no event shall the Company be entitled to specific performance to cause Parent and/or Merger Sub to cause the Equity Financing to be funded and/or to effect the Closing in accordance with Section 1.02 if the Debt Financing (or, if applicable, Alternative Financing) has not been funded (or will not be funded at the Closing even if the Equity Financing is funded at the Closing). (c) Each party waives (i) any defenses in any action for an injunction or other appropriate form of specific performance or equitable relief, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to occurpost a bond or other security as a prerequisite to obtaining an injunction or other appropriate form of specific performance or equitable relief. Notwithstanding anything herein to the contrary, (x) while the parties hereto may pursue both a grant of specific performance and the payment of the amounts set forth in Section 8.06, neither Parent and Merger Sub, on the one hand, nor the Company, on the other hand, shall be permitted or entitled to receive both a grant of specific performance that results in a Closing and payment of such amounts, and (y) upon the payment of such amounts, the remedy of specific performance shall not be available against the party making such payment and, if such party is Parent or Merger Sub, any other member of the Parent Group or, if such party is the Company, any other member of the Company Group. (d) This Section 9.08 shall not be deemed to alter, amend, supplement or otherwise modify the terms of any Financing Documents (including the expiration or termination provisions thereof).

Specific Performance. (a) The parties to this Agreement agree that irreparable damage would occur if Each party acknowledges and agrees that, in the event of any of the provisions breach of this Agreement were not performed in accordance with their specific terms or were otherwise breachedAgreement, the other parties would be irreparably and that money damages or other legal remedies (including those as set forth in Section 7.6) would immediately harmed and could not be an adequate remedy for any such non-performance or breachmade whole by monetary damages. It is accordingly agreed that, subject Subject to the following sentence and Section 8.15(b8.5(f), the parties to this Agreement acknowledge and agree that the parties shall be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled under this Agreement. Notwithstanding the foregoing, it is explicitly agreed and acknowledged that the Company shall be entitled to specific performance solely in respect of Parent’s and Merger Sub’s obligations to cause the amounts committed to be funded under the Equity Commitment Letter to be funded and to consummate the Merger only in the event that each of the following conditions has been satisfied: (i) all of the conditions set forth in Section 7.1 and Section 7.3 (other than those conditions that by their terms or nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) have been satisfied as of the time when the Closing is required to have occurred pursuant to Section 2.2; (ii) the Marketing Period shall have occurred and been completed; (iii) the Debt Financing (including any alternative financing that has been obtained in accordance with, and satisfies the conditions of, this Agreement) has been funded in accordance with the terms thereof or will be funded in accordance with the terms thereof at the Closing if the Equity Financing is funded at the Closing; and (iv) the Company has irrevocably confirmed in a written notice delivered to Parent that the Closing will occur if the Equity Financing and the Debt Financing are funded. The parties hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwise, accordance with this being in addition Section 9.12 shall not be required to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of provide any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief security in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek any such injunctions, specific performance order or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurinjunction.

Specific Performance. (ai) The parties to this Agreement Parties agree that irreparable damage would occur for which monetary damages, even if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedavailable, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for would occur in the event that the Parties do not perform the provisions of this Agreement (including any Party failing to take such non-performance actions as are required of it hereunder in order to consummate this Agreement) in accordance with its specified terms or breachotherwise breach such provisions. It is accordingly agreed The Parties acknowledge and agree that, subject to Section 8.15(b10.2(b), Section 10.3(f) and this Section 11.8, (A) the parties Parties will be entitled, in addition to this Agreement shall be any other remedy to which they are entitled at Law or in equity, to an injunction or injunctions injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches breaches) of this Agreement and to enforce specifically the terms and provisions hereof; (B) the provisions of Section 10.3 are not intended to and do not adequately compensate the Company, on the one hand, or the Buyer Parties, on the other hand, for the harm that would result from a breach of this Agreement in the Chosen Courts, without proof of damages or otherwise, this being in addition to any other remedy at law or in equityAgreement, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of be construed to diminish or otherwise impair in any respect any Party’s right to an injunction, specific performance and other equitable relief on the basis that or otherwise assert that relief; and (iC) the other party has an adequate remedy at law or (ii) an award right of specific performance enforcement is not an appropriate remedy for any reason at law or equity. (b) integral part of the Merger and without that right, neither the Company nor the Buyer Parties would have entered into this Agreement. Notwithstanding anything to the contrary in Section 8.15(a)this Agreement, it is acknowledged and agreed that the Buyer Parties have an obligation under this Agreement to cause the Equity Financing to be funded (subject to the requirements that all of the conditions to the funding of the Equity Financing have been and continue to be satisfied or waived) and that the Company shall have the right of the Company to seek obtain an injunction, specific performance or other equitable relief remedies in connection with enforcing Parent’s obligation the Buyer Parties’ obligations to fund the Offer Price and consummate the Merger Consideration and Parent’s and Merger Sub’s cause the Equity Financing to be funded (including to cause Parent to enforce the obligations of the Guarantor under the Equity Commitment Letter in order to cause the Acceptance Time Equity Financing to occur be timely completed in accordance with and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that terms and conditions set forth in the Equity Commitment Letter) if, and only if, and for so long as: (i) all of the conditions with respect to the Offer Conditions set forth in Annex I and with respect to the Merger set forth in Section 9.1 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Acceptance TimeTime or the Closing, but subject as applicable, each of which is capable of being, and reasonably expected to such conditions being able to be satisfied) be, satisfied or waived at the Expiration TimeAcceptance Time or the Closing, as applicable), (ii) the Debt Financing (or Alternative Debt Financing) has been or is capable of being funded in full or the Financing Sources have irrevocably confirmed in writing to Parent and Merger Sub fail to consummate that the Debt Financing will be funded in full at the Closing on if the date required in this Agreement and Equity Financing is funded at the Closing, (iii) the Company has irrevocably confirmed to Parent in writing (and not revoked such notice) that it would take if specific performance is granted and the Equity Financing and Debt Financing are funded, then the Company is ready, willing and able to consummate the Closing, (iv) Parent and/or Merger Sub fails to accept to purchase the Shares in accordance with Section 2.1 and consummate the Closing within three (3) Business Days following the later of (x) the date by which the Closing is required to have occurred pursuant to Section 3.1(b) and (y) receipt of written notice from the Company in accordance with clause (iii) above, and (v) all of the conditions with respect to the Offer set forth in Annex I and with respect to the Merger set forth in Section 9.1 have continued to be satisfied during the entirety of such actions required three (3) Business Day period (other than those conditions that by their terms are to be satisfied at the Acceptance Time or the Closing, as applicable, each of it which is capable of being, and reasonably expected to be, satisfied at the Acceptance Time or the Closing, as applicable) and (vi) the Company remains ready, willing and able to consummate the Offer and the Closing. Notwithstanding the foregoing and subject to the rights of the parties to the definitive agreements for any Debt Financing under the terms thereof, none of the Company and its Affiliates and their direct and indirect equity holders shall have any rights or claims (whether in contract or in tort or otherwise) against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, and in no event shall the Company, any of its Affiliates or its or their direct or indirect equity holders be entitled to directly seek the remedy of specific performance of this Agreement against any Financing Source. (ii) Subject to Section 11.8(b)(i), the Parties agree not to raise any objections to (A) the granting of an injunction, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement by the Company, on the one hand, or Parent, on the other hand; and (B) the specific performance of the terms and provisions of this Agreement to cause prevent breaches or threatened breaches of, or to enforce compliance with, the Closing covenants, obligations and agreements of the Parties pursuant to occurthis Agreement; provided, however, that in each case, Parties may raise objections to the existence of any such breach or non-compliance or threatened breach or non-compliance. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement will not be required to provide any bond or other security in connection with such injunction or enforcement, and each Party irrevocably waives any right that it may have to require the obtaining, furnishing or posting of any such bond or other security.

Specific Performance. (a) Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The parties to this Agreement Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of in the event that the Parties do not perform their respective obligations under the provisions of this Agreement were not performed (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any breach such non-performance or breachprovisions. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement The Parties shall be entitled to an injunction or injunctions injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including, for the avoidance of doubt, any covenants or obligations required by this Agreement to be performed or complied with following the Closing Date), in the Chosen Courts, each case without proof of damages posting a bond or otherwiseundertaking, this being in addition to any other remedy to which they are entitled at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when available pursuant to the terms of this Agreement on the basis that or otherwise assert that (i) the other party has Parties have an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) . Notwithstanding anything the foregoing, no breach of any representation, warranty or covenant contained herein or in any certificate delivered pursuant to this Agreement shall give rise to any right on the contrary in Section 8.15(a)part of the Existing Member, the right New Member or the Company, after the consummation of the Company transactions contemplated hereby, to seek an injunction, specific performance rescind this Agreement or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right any of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurtransactions contemplated hereby.

Specific Performance. (a) The parties to this Agreement hereto agree that irreparable damage harm would occur if in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and and, accordingly that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or threatened to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at Jaw or in equity in connection with this Agreement. The parties hereto agree that unless and until this Agreement is validly terminated in accordance with Section 8.01 and any dispute over the right to termination has been finally resolved, (i) the parties hereto shall be entitled to an injunction or injunctions from a court of competent jurisdiction as set forth in Section 9.07 to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in (for the Chosen Courtsavoidance of doubt, including to specifically enforce a party’s obligation to effect the Closing), without proof of damages bond, or otherwise, this other security being in addition to any other remedy at law or in equityrequired, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award the right of specific performance enforcement is not an appropriate remedy for integral part of the transactions contemplated by this Agreement, including the Merger, and without that right, none of the Company, Parent or Merger Sub would have entered into this Agreement. The parties hereto further agree that following Parent’s valid termination of this Agreement in accordance with Section 8.01, Parent shall be entitled to an injunction or injunctions from a court of competent jurisdiction as set forth in Section 9.07 to enforce specifically the Company’s surviving obligations herein, including with respect to the payment of any reason at law fraud remedies under Section 8.02 or equitythe payments of the Company Termination Fee to which Parent is entitled under Section 8.02. (b) The parties hereto further agree that (i) by seeking the remedies provided for in this Section 9.09, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including fraud remedies) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.09 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.09 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 9.09 prior or as a condition to exercising any termination right under Article 8 (and pursuing fraud remedies), nor shall the commencement of any Proceeding pursuant to this Section 9.09 or anything set forth in this Section 9.09 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article 8 or pursue any other remedies under this Agreement that may be available at any time. Notwithstanding anything to the contrary contained in this Agreement, while the Company may pursue both a grant of specific performance pursuant to this Section 8.15(a9.09 and the payment of the Parent Termination Fee (only to the extent expressly permitted by Section 8.02), the right of under no circumstances shall the Company be permitted or entitled to seek an injunction, receive both such grant of specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s require Parent and Merger Sub’s obligations to cause the Acceptance Time to occur and Sub to effect the Closing (but not and pay the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurTermination Fee.

Specific Performance. (a) The parties to this Agreement Parties agree that irreparable damage for which monetary damages, even if available, may not be an adequate remedy, would occur if any of in the event that the Parties do not perform the provisions of this Agreement were not performed (including failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, breach such provisions. The Parties acknowledge and agree that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement Parties shall be entitled to an injunction or injunctions injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof (including the Parties’ obligation to consummate the Merger and Parent’s obligation to pay, and (i) the right of Company shareholders to receive following the Closing, the aggregate Per Share Merger Consideration, (ii) the right of holders of Restricted Stock Rights to receive the consideration as and to the extent payable pursuant to Section 2.2, (iii) the right of holders of Performance Shares to receive the consideration as and to the extent payable pursuant to Section 2.2(b), and (iv) the right of holders of Company Common Stock issued under the Direct Plan or the Directors Deferred Plan to receive the consideration as and to the extent payable pursuant to Section 2.2(c) or Section 2.2(d), respectively, subject in each case to the terms and conditions of this Agreement in the Chosen CourtsAgreement), without proof any requirement for the posting of damages or otherwisesecurity, this being in addition to any other remedy to which they are entitled at law or in equity. The Parties hereby further acknowledge and agree that prior to the Closing, each Party shall be entitled to seek specific performance to enforce specifically the terms and provisions of, and to prevent or cure breaches of Section 6.5 by the parties other Parties and to cause the other Parties to consummate the transactions contemplated hereby, including to effect the Closing in accordance with Section 1.3, on the terms and subject to the conditions in this Agreement hereby waive any requirement for Agreement. (b) Each of the posting of any bond or similar collateral in connection therewith. Each party hereto Parties agrees that it will not oppose raise any objections to the granting availability of an injunction, the equitable remedy of specific performance and or other equitable relief as provided herein, including objections on the basis that or otherwise assert that (i) the other party a Party has an adequate remedy at law or equity or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The election to pursue an injunction or specific performance shall not restrict, impair or otherwise limit the Company from, in the alternative, seeking to terminate this Agreement and collect the Parent Termination Fee pursuant to Section 8.2(c). The Parties hereto agree that nothing set forth in this Section 9.12 shall require any party hereto to institute any proceeding for specific performance under this Section 9.12 prior to or as a condition to exercising any termination right under Article VIII (and/or receipt of any amounts due pursuant to Section 8.2), nor shall the commencement of any legal action or legal proceeding pursuant to this Section 9.12 or anything set forth in this Section 9.12 restrict or limit any Party’s right to terminate this Agreement in accordance with the terms of Article VIII. (bc) Notwithstanding anything If the Company has the right to terminate this Agreement pursuant to Section 8.1(d)(iii) but instead elects to bring an action for specific performance pursuant to this Section 9.12, then if such action for specific performance is unsuccessful, the Company shall not be deemed to have waived its right to terminate this Agreement pursuant to Section 8.1(d)(iii) and may thereafter terminate this Agreement pursuant to Section 8.1(d)(iii) and Parent shall pay the Parent Termination Fee pursuant to Section 8.2(c). (d) If, prior to the contrary in Section 8.15(a)End Date, any Party brings an action to enforce specifically the performance of the terms and provisions of this Agreement by another Party, the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) End Date shall automatically be subject to the requirements that extended by (i) all the amount of the Offer Conditions have been satisfied time during which such action is pending, plus ten (other than those conditions that by their terms are to be satisfied at the Acceptance Time10) Business Days, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate such other time period established by the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take court presiding over such actions required of it by this Agreement to cause the Closing to occuraction.

Specific Performance. (ai) The parties to this Agreement Parties agree that irreparable damage would occur for which monetary damages, even if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedavailable, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for would occur in the event that the Parties do not perform the provisions of this Agreement (including any Party failing to take such non-performance actions as are required of it hereunder in order to consummate this Agreement) in accordance with its specified terms or breachotherwise breach such provisions. It is accordingly agreed that, The Parties acknowledge and agree that (A) subject to the limitations set forth in Section 8.15(b)8.3(f) and this Section 9.8, the parties Parties will be entitled, in addition to this Agreement shall be any other remedy to which they are entitled at Law or in equity, to an injunction or injunctions injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches breaches) of this Agreement and to enforce specifically the terms and provisions hereof (in each case, other than Parent’s and Merger Sub’s obligation to effect the Closing, which shall be governed exclusively by Section 9.8(b)(ii)); (B) the provisions of Section 8.3 are not intended to and do not adequately compensate the Company, on the one hand, or Parent and Merger Sub, on the other hand, for the harm that would result from a breach of this Agreement in the Chosen Courts, without proof of damages or otherwise, this being in addition to any other remedy at law or in equityAgreement, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that be construed to diminish or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for impair in any reason at law or equity. (b) Notwithstanding anything respect any Party’s right to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief; and (C) the right of specific enforcement is an integral part of the Transaction and, without that right, neither the Company nor Parent would have entered into this Agreement. The Parties further agree that (1) by seeking the remedies provided for in this Section 9.8, a Party shall not in any respect waive its right to seek any other form of relief that may be available to such Party under this Agreement; and (2) nothing set forth in connection this Section 9.8 shall require any Party to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section 9.8 prior or as a condition to exercising any termination right under Article VIII (and pursuing damages after such termination), nor shall the commencement of any Legal Proceeding pursuant to this Section 9.8 or anything set forth in this Section 9.8 restrict or limit any Party’s right to terminate this Agreement in accordance with enforcing Parent’s obligation to fund the Offer Price terms of Article VIII or pursue any other remedies under this Agreement that may be available then or thereafter. (ii) Notwithstanding Section 9.8(b)(i), it is acknowledged and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not agreed that the right of the Company to seek such injunctions, a remedy of specific performance or other equitable relief for any other reason) shall to enforce Parent’s obligation to cause the Equity Financing to be funded and to consummate the Merger will be subject to the requirements that (iA) all of the Offer Conditions conditions set forth in Section 7.1 and Section 7.2 have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance TimeClosing, but subject to such conditions each of which is capable of being able to be satisfied) or waived satisfied at the Expiration Time, Closing); (iiB) the Debt Financing has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing; (C) Parent and Merger Sub fail to consummate complete the Closing on by the date the Closing is required in this Agreement to have occurred pursuant to Section 2.3; and (iiiD) the Company has irrevocably confirmed in a written notice to Parent that if specific performance is granted and the Equity Financing and Debt Financing are funded, then it would take such actions that are required of it by this Agreement to cause the Closing to occur. In no event will the Company be entitled to enforce or seek to enforce specifically Parent’s obligation to cause the Equity Financing to be funded or to complete the Merger if the Debt Financing has not been funded (or will not be funded at the Closing if the Equity Financing is funded at the Closing). (iii) Subject to Section 8.3(f) and this Section 9.8, the Parties agree not to assert in any action for specific performance the defense of adequacy of a remedy at Law. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement will not be required to provide any bond or other security in connection with such injunction or enforcement, and each Party irrevocably waives any right that it may have to require the obtaining, furnishing or posting of any such bond or other security.

Specific Performance. (a) The parties to this Agreement Parties agree that irreparable damage would occur if any of in the event that the parties hereto do not perform the provisions of this Agreement were not performed in accordance with their specific its terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any breach such non-performance or breachprovisions. It is accordingly agreed thatAccordingly, subject to Section 8.15(b7.3(c), the Parties acknowledge and agree that the parties to this Agreement shall be entitled to an injunction or injunctions injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwisehereof, this being in addition to any other remedy to which they are entitled at law or in equity. (b) Notwithstanding the foregoing or anything herein to the contrary in this Agreement, the Sellers shall be entitled to specific performance to cause the Buyers to consummate the Closing if, and only if: (i) all of the parties conditions set forth in Section 5.1 have been satisfied (other than those conditions that, by their nature, are to this Agreement hereby waive any requirement for be satisfied at the posting Closing and which are capable of being satisfied at the Closing); (ii) the Buyers have failed to consummate the Closing in breach of Section 1.7; (iii) (A) the proceeds of the Debt Financing (or the Alternative Financing) are available to the Buyers on the terms and conditions thereof (or will be available at the Closing) or (B) an intentional breach by the Buyers of any bond of their representations and warranties or similar collateral covenants and agreements shall have proximately caused the failure of the proceeds of the Debt Financing (or Alternative Financing) to be available at the Closing; and (iv) the Sellers shall have confirmed in connection therewith. writing that they are ready, willing and able to consummate the Closing. (c) Each party hereto of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that or otherwise assert that (i) the other party has parties have an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement when expressly available pursuant to the terms of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. (bd) Notwithstanding anything To the extent any Party hereto brings any Action prior to Closing to enforce specifically the contrary in Section 8.15(a)performance of the terms and provisions of this Agreement, the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) Termination Date shall automatically be subject to the requirements that extended by (i) all the amount of the Offer Conditions have been satisfied time during which such Action is pending, plus ten (other than those conditions that by their terms are to be satisfied at the Acceptance Time10) Business Days, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate such other time period established by the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take court presiding over such actions required of it by this Agreement to cause the Closing to occurAction.

Specific Performance. (a) The parties to this Agreement hereto agree that irreparable damage would occur if in the event any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breachedhereof by the parties, and that money damages or other legal remedies (including those as set forth in Section 7.6) would may not be an adequate remedy for such damages. Accordingly, the parties hereto acknowledge and hereby agree that in the event of any such non-performance breach by the Company, on the one hand, or breach. It is accordingly agreed thatParent or Amalgamation Sub, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, the Company, on the one hand, or Parent or Amalgamation Sub, on the other hand, shall, subject to Section 8.15(b9.07, Section 10.06(b) and Section 10.06(c), each be entitled to specific performance of the terms hereof (including the obligation of the parties to consummate the Amalgamation, subject in each case to the terms and conditions of this Agreement shall be entitled to Agreement), including an injunction Injunction or injunctions Injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwise, this being in addition to by any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equityhereto. (b) Notwithstanding anything the foregoing provisions of this Section 10.06 or any other provision herein or in any of the other Transaction Documents to the contrary in Section 8.15(a)contrary, the right of parties hereto acknowledge and agree that the Company shall be entitled to seek obtain an injunctionInjunction or Injunctions, or other appropriate form of specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations cause Parent or Amalgamation Sub to cause the Acceptance Time Equity Financing to occur and to effect be funded at any time (whether under this Agreement or the Closing Equity Commitment Letter) if (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reasononly if) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied conditions in Section 8.01 and Section 8.02 (other than those conditions that by their terms are to be satisfied at the Acceptance TimeClosing, but subject to such conditions being able to be satisfiedthe satisfaction thereof at Closing) have been satisfied or waived at the Expiration Timewaived, (ii) Parent and Merger Amalgamation Sub fail to consummate complete the Closing on by the date the Closing is required in this Agreement to have occurred pursuant to Section 2.02 and (iii) the Company has irrevocably confirmed in writing that if the Equity Financing is funded, it would take be ready, willing and able to consummate the Closing. (c) Each party waives (i) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. If any party brings any Action to enforce specifically the performance of the terms and provisions hereof by any other party, the Termination Date shall automatically be extended by (1) the amount of time during which such actions required Action is pending, plus twenty (20) days, provided such extended period shall not be more than two months from the initial Termination Date; or (2) such other time period established by the court presiding over such Action. Notwithstanding anything herein to the contrary, (A) while the parties hereto may pursue both a grant of it by this Agreement specific performance and the payment of the amounts set forth in Section 9.06, neither Parent and Amalgamation Sub, on the one hand, nor the Company, on the other hand, shall be permitted or entitled to cause receive both a grant of specific performance that results in a Closing and payment of such amounts, and (B) upon the Closing to occurpayment of such amounts, the remedy of specific performance shall not be available against the party making such payment and, if such party is Parent or Amalgamation Sub, any other member of the Parent Group or, if such party is the Company, any other member of the Company Group.

Specific Performance. (a) The parties to this Agreement Parties agree that irreparable damage injury would occur if any of the provisions of this Agreement were are not performed in accordance with their specific terms or were are otherwise breached, and further agree that, (a) notwithstanding the PubCo Termination Fee provided hereunder, damages to the Company caused by the non-occurrence of the Closing, including damages related to reputational harm, customer or employee losses, increased costs, harm to the Company’s business, and/or a reduction in the actual or perceived value of the Company or any of its direct or indirect Subsidiaries, would be difficult or impossible to calculate, (b) the provisions of Section 7.04(a) are not intended to and do not adequately compensate the Company for the harm that money damages would result from a breach by PubCo, and will not be construed to diminish or otherwise impair in any respect any of the Company’s right to an injunction, specific performance or other legal remedies equitable relief and (including those as set forth in Section 7.6c) the right of specific performance is an integral part of this Agreement and without that right the Company would not be have entered into this Agreement. Further, it is explicitly agreed that the Company shall have the right to an adequate remedy for any such non-injunction or specific performance or breachto the PubCo Entities’ obligations to consummate the Transactions. It is accordingly further agreed that, subject to Section 8.15(b), that the parties to this Agreement Company shall be entitled to an injunction or injunctions injunctions, specific performance or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof Court of damages Chancery of the State of Delaware or otherwise, this being other court of the United States as specified in addition to any other remedy at law or in equitySection 9.05, and the parties to this Agreement Parties hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto PubCo agrees that it will not oppose the granting of an injunction, injunction or specific performance and other equitable relief on the basis that or otherwise assert that (ix) the other party Company has an adequate remedy at law or (iiy) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a). The foregoing notwithstanding, the right Company agrees that its rights under this Section 9.16 shall terminate upon its acceptance of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurPubCo Termination Fee.

Specific Performance. (a) The parties General Partner and the Partnership acknowledge that the Indemnitee may, as a result of the General Partner’s or Partnership’s breach of its covenants and obligations under this Agreement, sustain immediate and long-term substantial and irreparable injury and damage which cannot be reasonably or adequately compensated by damages at law. Consequently, the General Partner and the Partnership agree that the Indemnitee shall be entitled, in the event of the General Partner’s or Partnership’s breach or threatened breach of its covenants and obligations hereunder, to obtain equitable relief from a court of competent jurisdiction, including enforcement of each provision of this Agreement agree that irreparable damage would occur if by specific performance or temporary, preliminary or permanent injunctions enforcing any of the provisions of this Agreement were not performed in accordance with their specific terms Indemnitee’s rights, requiring performance by the General Partner or were otherwise breachedthe Partnership, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for enjoining any such non-performance breach by the General Partner or breach. It is accordingly agreed thatthe Partnership, subject to Section 8.15(b), the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, all without proof of any actual damages that have been or otherwise, this being in addition may be caused to any other remedy at law the Indemnitee by such breach or in equity, threatened breach and the parties to this Agreement hereby waive any requirement for without the posting of any bond or similar collateral other security in connection therewith. Each party hereto agrees The General Partner and the Partnership waive all claims or defenses that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party Indemnitee has an adequate remedy at law, and neither the General Partner nor the Partnership shall allege or otherwise assert the legal position that any such remedy at law or exists. The General Partner and the Partnership agree and acknowledge that: (i) the terms of this Section 22 are fair, reasonable and necessary to protect the legitimate interests of the Indemnitee; (ii) an award of specific performance this waiver is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything a material inducement to the contrary in Section 8.15(a), Indemnitee to enter into the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement transactions contemplated hereby; and (iii) the Company Indemnitee relied upon this waiver in entering into this Agreement and will continue to rely on this waiver in its future dealings with the General Partner and the Partnership. The General Partner and the Partnership each represents and warrants that is has irrevocably confirmed reviewed this provision with its legal counsel, and that it would take has knowingly and voluntarily waived its rights referenced in this Section 22 following consultation with such actions required of it by this Agreement to cause the Closing to occur.legal counsel

Specific Performance. (a) The parties to this Agreement agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if in the event that any of party hereto does not perform the provisions of this Agreement were not performed (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any breach such non-performance or breachprovisions. It is accordingly agreed that, subject to Section 8.15(b)Accordingly, the parties to this Agreement acknowledge and agree that the parties shall be entitled to an injunction or injunctions injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, hereof (without proof of damages or otherwiseactual damages), this being in addition to any other remedy to which they are entitled at law or in equity, and . Each of the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the any other party has an adequate remedy at law or (ii) an that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. Notwithstanding anything to the contrary contained herein, this Section 9.9 is not intended and shall not be construed to limit in any way the provisions of Section 8.3(c). (b) Notwithstanding Section 9.9(a) or anything else to the contrary in Section 8.15(a)contrary, it is expressly agreed that the right of the Company to seek obtain an injunction, specific performance or other equitable relief remedies in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Acquisition Sub’s obligations to cause the Acceptance Time to occur and obligation to effect the Closing (but not the right of the Company to seek such injunctionsClosing, specific performance or other equitable relief for any other reason) shall be subject to the requirements that: the Company has irrevocably confirmed in writing that (i) all of the Offer Conditions conditions set forth in Section 7.1 and Section 7.2 have been satisfied (and continue to be satisfied) or waived (other than those conditions that by their terms nature are intended to be satisfied at the Acceptance TimeClosing, but subject to such those conditions being able to be satisfied) or waived capable of being satisfied at the Expiration Time, (iiClosing) Parent and Merger Sub fail to consummate at the time when the Closing on the date would have occurred or been required to occur pursuant to Article I. (c) Notwithstanding anything in this Agreement to the contrary, while each of the parties may pursue both a grant of specific performance in accordance with (but subject to the limitations of) this Section 9.9 and (iii) the payment of monetary damages, including the Company has irrevocably confirmed Termination Fee, as applicable, in no event will any of the parties be permitted or entitled to receive both a grant of specific performance under this Section 9.9 that it would take such actions required results in a Closing and any monetary damages, including all or any portion of it by this Agreement to cause the Closing to occurCompany Termination Fee, as applicable.

Specific Performance. (a) The parties to this Agreement hereto agree that irreparable damage damage, for which monetary damages, even if available, would not be an adequate remedy, would occur if any of in the event that the parties hereto do not perform the provisions of this Agreement were not performed (including failing to take such actions as are required hereunder in order to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any breach such non-performance or breachprovisions. It is accordingly agreed that, subject to Section 8.15(b), that the parties to this Agreement hereto shall be entitled to seek an injunction or injunctions to prevent breaches or threatened cure breaches of this Agreement and to specifically enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwisehereof, this being in addition to any other remedy to which they are entitled at law or in equity, and . Each of the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a). Furthermore, the right each of the Company parties hereto agrees to seek an injunction, specific performance waive any requirement for the security or other equitable relief posting of any bond in connection with enforcing Parent’s obligation a remedy for specific performance. Notwithstanding anything herein to fund the Offer Price contrary, it is explicitly agreed that the Company shall be entitled to enforce specifically the obligations of Parent and the Merger Consideration and Parent’s and Merger Sub’s obligations Sub to cause the Acceptance Time to occur and to effect consummate the Closing (but not in the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements event that (i) all of the Offer Conditions conditions set forth in Sections 7.1 and 7.2 have been satisfied (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that by their terms nature are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfiedClosing) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause time Section 1.2 contemplates the Closing to occur. To the extent any party hereto brings an action, suit or proceeding to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to specifically enforce any provision that expressly survives termination of this Agreement) when expressly available to such party pursuant to the terms of this Agreement, the Termination Date shall automatically be extended to (i) the twentieth Business Day following the resolution of such action, suit or proceeding, or (ii) such other time period established by the court presiding over such action, suit or proceeding.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a)contained herein, the right of the Company to seek an injunction, specific performance (i) no Seller Related Party shall have any rights or other equitable relief claims against any Financing Source or their respective Non-Party Affiliates in connection with enforcing Parent’s obligation to fund this Agreement, the Offer Price Financing or the transactions contemplated hereby or thereby, and no Financing Source or their respective Non-Party Affiliates shall have any rights or claims against any Seller Related Party in connection with this Agreement, the Merger Consideration and Parent’s and Merger Sub’s obligations to cause Financing or the Acceptance Time to occur and to effect the Closing (but not the right transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Company Merger, the foregoing will not limit the rights of the parties to seek such injunctions, specific performance the Financing under any commitment letter related thereto and (ii) no Financing Source or other equitable relief for any other reason) their respective Non-Party Affiliates shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature. The Company, on behalf of each Seller Related Party, hereby waives any rights or claims against the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by Financing Sources and their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required respective Non-Party Affiliates in connection with this Agreement or the Financing, whether at law or equity, in contract, in tort or otherwise and each Seller Related Party agrees not to commence (iiiand if commenced agrees to dismiss or otherwise terminate) the Company has irrevocably confirmed that it would take such actions required of it by any legal proceeding against any Financing Source or their respective Non-Party Affiliates in connection with this Agreement or the transactions contemplated hereby (including any legal proceeding relating to cause the Closing to occurFinancing).

Specific Performance. (a) The parties to this Agreement hereto each acknowledge and agree that irreparable damage the other parties hereto would occur if be damaged irreparably in the event any of the provisions provision of this Agreement were is not performed in accordance with their its specific terms or were is otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) monetary damages, even if available, would not be an adequate remedy for any such non-performance or breachtherefor. It is accordingly agreed thatAccordingly, subject to except as otherwise provided in this Section 8.15(b)9.11, each of the Company, Parent and Merger Sub agrees that the other parties to this Agreement hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions of this Agreement hereof in any action instituted in any court in the Chosen CourtsUnited States or in any state having jurisdiction over the parties hereto and the matter, without proof of damages or otherwise, this being in addition to any other remedy to which they may be entitled pursuant hereto or at law or in equity, equity (and the parties to this Agreement each party hereto hereby waive waives any requirement for the securing or posting of any bond or similar collateral in connection therewithwith such remedy). Each party of the parties hereto further acknowledges and agrees that it will shall not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has a remedy of specific enforcement is unenforceable, invalid, contrary to applicable Law, or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equitysuch breach. (b) Notwithstanding anything In furtherance of the foregoing, the parties hereto hereby further acknowledge and agree that prior to the contrary in Section 8.15(a)Closing, the right of the Company shall be entitled to seek an injunction, specific performance (i) to enforce specifically the terms and provisions of, and to prevent or other equitable relief in connection with enforcing Parent’s obligation cure breaches of, this Agreement by Parent and (ii) to fund cause Parent to consummate the Offer Price Merger and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and Transactions, including to effect the Closing (but not in accordance with the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be terms and subject to the requirements that conditions in this Agreement, if, solely in the case of this clause (iii), (A) all of the Offer Conditions have been satisfied conditions in Section 6.1 and Section 6.3 (other than those conditions that by their terms nature are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfiedClosing) have been satisfied or waived at the Expiration Timewaived, (iiB) Parent and Merger Sub fail fails to consummate complete the Closing on by the date the Closing is required in this Agreement to have occurred pursuant to Section 1.2, and (iiiC) the Company has irrevocably confirmed to Parent in writing that it would if specific performance is granted, then the Company will take such actions required of it by this Agreement to cause the Closing to occur.

Specific Performance. (ai) The parties to this Agreement Parties agree that irreparable damage would occur if in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, breached and that an award of money damages or other legal remedies (including those as set forth would be inadequate in Section 7.6) would not be an adequate remedy for any such non-performance or breachevent. It Accordingly, it is accordingly agreed that, subject to Section 8.15(b), acknowledged that the parties to Parties hereto and the third party beneficiaries of this Agreement shall shall, unless this Agreement has been terminated in accordance with its terms, be entitled to seek equitable relief, without proof of actual damages, including an injunction or injunctions or Orders for specific performance to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including any Order sought by any Party to cause any other Party to perform its agreements and covenants contained in the Chosen Courtsthis Agreement), without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled at law or in equityequity as a remedy for any such breach. Each Party further agrees that no other Party hereto or any other Person shall be required to obtain, and the parties to this Agreement hereby waive any requirement for the posting of furnish or post any bond or similar collateral instrument in connection therewithwith or as a condition to obtaining any remedy referred to in this Section 9(p), and each Party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each party Party hereto further agrees that the only permitted objection that it will not oppose the granting of an injunction, specific performance and other may raise in response to any action for equitable relief on is that it contests the basis existence of a breach of this Agreement or that or otherwise assert equitable relief is not available under this Section 9(p). (ii) The Parties hereto agree that (i) by seeking the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy remedies provided for any reason at law or equity. (b) Notwithstanding anything to the contrary in this Section 8.15(a9(p), the a Party shall not in any respect waive its right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for at any time any other reason) shall form of relief that may be subject available to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in a Party under this Agreement and (iiiii) nothing set forth in this Section 9(p) shall require any party hereto to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 9(p) prior or as a condition to exercising any termination right under Section 8 (and pursuing monetary damages, subject to the Company has irrevocably confirmed that it would take limitations set forth in this Agreement, after such actions required termination), nor shall the commencement of it by any legal proceeding pursuant to this Section 9(p) or anything set forth in this Section 9(p) restrict or limit any party’s right to terminate this Agreement to cause in accordance with the Closing to occurterms of Section 8 or pursue any other remedies under this Agreement that may be available then or thereafter.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of in the event that the parties hereto do not perform the provisions of this Agreement were not performed (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any breach such non-performance or breachprovisions. It is accordingly agreed thatAccordingly, subject to Section 8.15(b7.3(c) and Section 8.10(b), the parties to this Agreement acknowledge and agree that the parties shall be entitled to an injunction or injunctions injunction, specific performance and other equitable relief to prevent breaches or threatened restrain breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courtshereof, without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled at law or in equity, and . Each of the parties agrees that, subject to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that Section 8.10(b), it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the any other party has an adequate remedy at law or (ii) an that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The provisions of Section 8.10(b) shall not affect the right of the Company to obtain an injunction, or other appropriate form of specific performance or equitable relief described in this Section 8.10(a), to enforce any of its rights under this Agreement (including under Section 5.4) other than with respect to any and/or all of the Consummation Events. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek obtain an injunction, or other appropriate form of specific performance or other equitable relief described in connection with enforcing Parent’s obligation Section 8.10(a), no such right may be enforced to fund cause the Offer Price and Merger to be consummated or the Merger Consideration to be paid (whether under this Agreement or otherwise) (each, a “Consummation Event”) unless with respect to the Merger and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right payment of the Company to seek such injunctionsMerger Consideration, specific performance or other equitable relief for any other reason) shall be subject to all the requirements that (i) all of the Offer Conditions have been satisfied conditions set forth in Section 6.1 and Section 6.2 (other than those conditions that by their terms nature are to be satisfied at the Acceptance TimeMerger Closing, but subject to such conditions each of which shall be capable of being able to be satisfied) or waived satisfied at the Expiration TimeMerger Closing) have been satisfied or waived. (c) Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. Subject to Section 8.10(b), each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by Parent or Merger Sub, or the Company, as applicable, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of Parent or Merger Sub, or the Company, as applicable, under this Agreement. The parties hereto further agree that (i) by seeking the remedies provided for in this Section 8.10, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including the right to seek and recover damages for a Willful Breach under Section 7.2) in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 8.10 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 8.10 shall require any party hereto to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 8.10 prior or as a condition to exercising any termination right under Article VII (and pursuing damages for a Willful Breach by Parent and or Merger Sub fail under Section 7.2 after such termination), nor shall the commencement of any legal proceeding pursuant to consummate the Closing on the date required this Section 8.10 or anything set forth in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by Section 8.10 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article VII (other than as set forth in Section 8.10(c)) or pursue any other remedies under this Agreement (including the right to cause the Closing to occurseek and recover damages for a Willful Breach by Parent or Merger Sub under Section 7.2), that may be available then or thereafter.

Specific Performance. (a) The parties to this Agreement Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of in the event that the Parties do not perform the provisions of this Agreement were not performed (including failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, breach such provisions. The Parties acknowledge and agree that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement Parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that prior to the valid termination of this Agreement in accordance with Article IX, it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that (a) either Party has an adequate remedy at law or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity. Any Party seeking an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide, furnish or post any bond or other security in the Chosen Courts, without proof of damages connection with any such order or otherwise, this being in addition to any other remedy at law or in equityinjunction, and each Party hereby irrevocably waives any right it may have to require the parties to this Agreement hereby waive any requirement for the provision, furnishing or posting of any such bond or similar collateral in connection therewithother security. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a)this Agreement, it is explicitly agreed that the right of the Company to seek an injunctionspecific performance, specific performance injunctive relief or other equitable relief remedies in connection with enforcing Parent’s the obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time Debt Financing to occur and be funded, including by demanding Parent and/or Merger Sub enforce its rights against the parties to effect the Debt Commitment Letter, in order to consummate the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (iA) all of the Offer Conditions conditions in Article VIII have been satisfied (and continue to be satisfied) or waived (other than those conditions that by their terms are to be satisfied at the Acceptance Time, Closing but subject to such the satisfaction or waiver of those conditions being able at Closing) at the time when the Closing would have occurred (not taking into account the failure of the Financing to be satisfiedfunded) or been required to occur pursuant to Section 1.2 and (B) all of the conditions to the consummation of the Debt Financing provided for by the Debt Commitment Letters have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Expiration TimeClosing or at the time of funding). Until such time as this Agreement is validly terminated in accordance with Article IX, (ii) Parent and Merger Sub fail to consummate the Closing on the date required nothing in this Agreement and (iii) shall prohibit the Company has irrevocably confirmed that it would take such actions required of it by from its right to obtain specific performance, injunctive relief or other equitable remedies subject to the limitations in this Agreement to cause the Closing to occurSection 10.12.

Specific Performance. (a) The parties to this Agreement Parties agree that irreparable damage damage, for which monetary damages (even if available) would not be an adequate remedy, would occur if in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject in addition to Section 8.15(b), any other remedy to which they may be entitled (at law or in equity) the parties to this Agreement Company and the Purchaser shall be entitled to an injunction or injunctions other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in (it being understood that the Chosen Courts, without proof of damages or otherwise, this being in addition Company may obtain such remedies with respect to any other remedy at law or in equityPurchaser’s obligations to the Sellers). Each Party irrevocably waives, and shall in no circumstances assert, any objection or defense to the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees effect that it will not oppose the granting of an injunction, specific performance and or other equitable relief on as provided in the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance preceding two sentences is not an appropriate remedy for any reason at law or equityin equity for a breach of this Agreement as described, or would be inequitable, or would impose undue burden on a Party hereto. Any Party as to which another Party seeks an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the terms and provisions of this Agreement or other equitable relief hereby waives any requirement to provide any bond or other security in connection with such order or injunction or relief. Without limiting the generality of the foregoing, the parties agree that the Company shall be entitled to specific performance against Purchaser (A) of Purchaser’s obligations under Section 5.13, including, to the extent contemplated by Section 5.13, Purchaser’s obligation to cause the Equity Investors to, and to use reasonable best efforts to cause the Lenders to, fund its respective portion of the Financing (or any alternative financing in accordance with Section 5.13) required to consummate the transactions contemplated hereby and to enforce its rights under the Commitment Letters as contemplated by Section 5.13; provided that the Company shall not be entitled to specific performance against the Purchaser pursuant to this clause (A) unless the Transferred Entities have complied with their obligations in Section 5.13(e) and (B) of Purchaser’s obligations to cause the Equity Investors to maintain in effect each Equity Commitment Letter pursuant to Section 5.13. The foregoing is in addition to any other remedy to which any Party is entitled at law, in equity or otherwise. The Parties further agree that nothing set forth in this Section 10.9 shall require any Party hereto to institute any Action for (or limit any Party’s right to institute any Action for) specific performance under this Section 10.9 prior or as a condition to exercising any termination right under Article VII (and pursuing damages after such termination). The Parties hereto agree that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 10.9(b), the Company shall be entitled to specific performance (or any other equitable relief) to cause Purchaser to consummate the Closing and to cause Purchaser to draw down the Cash Equity under each Equity Commitment Letter to consummate the Closing, on the terms set forth herein. (b) Notwithstanding anything to the contrary in Section 8.15(a10.9(a), it is explicitly agreed that the right of the Company to seek an injunction, specific performance to consummate the Closing or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause Purchaser to draw down the Acceptance Time Cash Equity under each Equity Commitment Letter to occur and to effect consummate the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that that: (i) all of Purchaser has failed to consummate (or indicated an intention to fail to consummate) the Offer Conditions Closing in accordance with Section 2.3; (ii) the conditions set forth in Section 6.1 and Section 6.2 would have been satisfied satisfied, if the Closing were to have occurred in accordance with Section 2.3 (other than those conditions that by their terms nature are to be satisfied at the Acceptance TimeClosing, but subject to such conditions which are capable of being able to satisfied); (iii) the Debt Financing (or any alternative financing in accordance with Section 5.13) has been funded or will be satisfied) or waived funded at the Expiration Time, Closing if the Cash Equity is funded at the Closing; and (iiiv) Parent and Merger Sub fail the Sellers have confirmed in writing to Purchaser that (A) all of the conditions to Seller’s obligation to consummate the Closing on have been satisfied or waived (other than those conditions that by their nature are intended to be satisfied by actions taken at Closing and that are capable of being satisfied at Closing), and (B) if specific performance is granted and the date required Debt Financing (or any alternative financing in accordance with Section 5.13) is funded in accordance with Section 2.1(a), then the Sellers will effect the Closing pursuant to Section 2.3. (c) Without limiting the foregoing or the right of any member of the Sellers or the Company to cause Purchaser to comply with this Agreement, in no event shall the Sellers or the Company itself or any of their respective Affiliates, Related Parties or Representatives be entitled to seek the remedy of specific performance of this Agreement or the Debt Commitment Letter against the Debt Financing Sources. (d) For the avoidance of doubt, notwithstanding anything to the contrary herein, the only Parties that may seek an injunction or other equitable relief to prevent breaches or threatened breaches of this Agreement and (iii) to enforce specifically the terms and provisions of this Agreement are the Purchaser and the Company has irrevocably confirmed (it being understood that it would take the Company may obtain such actions required of it by this Agreement remedies with respect to cause Purchaser’s obligations to the Closing to occurSellers).

Specific Performance. (a) The parties to this Agreement hereto acknowledge and agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if in the event that any of party hereto does not perform the provisions of this Agreement were not performed (including by failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, breaches such provisions. The parties hereto acknowledge and agree that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement hereto shall be entitled to seek an injunction or injunctions injunction, specific performance and other equitable relief to prevent breaches or threatened anticipated breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courtshereof, including, without proof of damages or otherwiselimitation, this being in addition (i) to any other remedy at law or in equityenforce the terms and provisions of, and to prevent or cure breaches of, Section 6.8 by Parent or Purchaser, and (ii) to cause Parent and Purchaser to consummate the transactions contemplated hereby, if and as required pursuant to the terms and conditions hereof, including to effect the Closing on or prior to the date the Closing is required to occur pursuant to Section 1.2. (b) Each of the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto acknowledges and agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that or otherwise assert that (i) the other any party hereto has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. Any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such injunction or order. The parties further agree that (A) by seeking the remedies provided for in Section 9.11(a), a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement and (B) nothing contained in this Section 9.11 shall require any party to initiate any Claim for (or limit any party’s right to institute any Claim for) specific performance under this Section 9.11 before exercising any initiate right under Article VIII (and pursuing damages after such termination) nor shall the commencement of any Claim pursuant to this Section 9.11 or anything contained in this Section 9.11 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article VIII or pursue any other remedies under this Agreement that may be available then or thereafter. (bc) Notwithstanding anything herein to the contrary in Section 8.15(a)contrary, the right of it is acknowledged and agreed that the Company shall be entitled to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and of Parent’s and Merger SubPurchaser’s obligations to cause consummate the Acceptance Time to occur and to effect Merger only in the Closing (but not the right event that each of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that following conditions has been satisfied: (i) the Marketing Period has ended and all of the Offer Conditions conditions set forth in Section 7.1 and 7.3 have been satisfied or waived (other than those conditions that by their terms nature are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration TimeClosing), (ii) Parent and Merger Sub Purchaser fail to consummate complete the Closing on by the date the Closing is required in this Agreement to have occurred pursuant to Section 1.2, (iii) there has not been a Financing Failure, and (iiiiv) the Company has irrevocably confirmed in a written notice delivered to Parent that it would take such actions required if specific performance is granted and the Financing is funded, then the Closing will occur. For the avoidance of it doubt, while the Company may pursue both a grant of specific performance as and only to the extent expressly permitted by this Agreement Section 9.11 and the payment of the Parent Termination Fee (only to cause the Closing extent expressly permitted by Section 8.4), under no circumstances shall the Company be permitted or entitled to occurreceive both such grant of specific performance and payment of the Parent Termination Fee.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage would occur and that the parties would not have any adequate remedy at law if any of the provisions provision of this Agreement were was not performed in accordance with their specific its terms or were was otherwise breached or threatened to be breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), that the parties to this Agreement shall be entitled to equitable relief, without the proof of actual damages, including in the form of an injunction or injunctions or orders for specific performance (including causing Buyer to enforce its rights under any Commitment Letter) to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwise, this being Agreement. Such equitable relief shall be in addition to any other remedy to which the parties hereto are entitled at law or in equityequity as a remedy for such nonperformance, breach or threatened breach. Each party agrees to (a) cooperate fully in any attempt by the other party in obtaining any such equitable remedy and the parties to this Agreement hereby (b) waive any requirement for the security or posting of any bond or similar collateral in connection therewithwith any such equitable remedy. Each party hereto further agrees that the only permitted objection that it will not oppose may raise in response to any action for equitable relief is that it contests the granting existence of an injunctiona breach or threatened breach of the provisions of this Agreement. Notwithstanding the foregoing, it is explicitly agreed that Ashland shall be entitled to seek specific performance and other equitable relief on to cause the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything Equity Financing to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation be funded to fund the Offer Price and Contemplated Transactions only in the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements event that (i) all of the Offer Conditions conditions in Sections 4.1 and 4.2 have been satisfied or waived (other than the condition set forth in Section 4.1(d) and other than those conditions that by their terms nature are to be satisfied by actions taken at the Acceptance Time, Closing) at the time when the Closing would have occurred but subject to such conditions being able for the failure of the Equity Financing to be satisfied) or waived at the Expiration Timefunded, (ii) Parent and Merger Sub fail the financing provided for by the Debt Commitment Letter (as it may be amended, modified or waived pursuant to consummate Section 7.6) (or, if alternative financing is being used in accordance with Section 7.6, pursuant to the commitments with respect thereto) has been funded or will be funded at the Closing on if the date required in this Agreement Equity Financing is funded at the Closing, and (iii) the Company Ashland has irrevocably confirmed that it would take such actions required of it by this Agreement to cause if specific performance is granted and the Equity Financing and Debt Financing are funded, then the Closing pursuant to Article 3 will occur.

Specific Performance. (a) The parties to this Agreement Parties hereto agree that irreparable damage would occur if in the event that any of the provisions of this Agreement were not performed by the Parties hereto in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed thatthat Parent and Merger Sub, subject to Section 8.15(b)on the one hand, and the parties to this Agreement Company, on the other hand, shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement by the other (as applicable) and to enforce specifically the terms and provisions of this Agreement and to thereafter cause the transactions contemplated by this Agreement to be consummated on the terms and subject to the conditions thereto set forth in the Chosen Courts, without proof of damages or otherwise, this being Agreement. The foregoing rights are in addition to and without limitation of any other remedy to which the Parties may be entitled at law or in equity, and the parties . The Parties further agree not to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate a remedy at law or (ii) an award of specific performance is not an appropriate remedy unenforceable, invalid, contrary to law or inequitable for any reason reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the Parties hereto hereby waives (i) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or equityother security as a prerequisite to obtaining equitable relief. If any party brings any action to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (x) the amount of time during which such action is pending, plus twenty (20) Business Days or (y) such other later date established by the court presiding over such action. The Parties hereto further agree that (A) by seeking the remedies provided for in this Section 9.13, no Party shall in any respect waive its right to seek at any time any other form of relief that may be available to it under this Agreement or any other agreement or document entered into in connection herewith or the transactions contemplated hereby (including monetary damages) in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.13 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 9.13 shall require any Party hereto to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 9.13 prior to or as a condition to exercising any termination right under Article VIII, nor shall the commencement of any legal proceeding pursuant to this Section 9.13 or anything set forth in this Section 9.13 restrict or limit any Party’s right to terminate this Agreement in accordance with the terms of Article VIII or pursue any other remedies under this Agreement any other agreement or document entered into in connection herewith or the transactions contemplated hereby that may be available then or thereafter. (b) Notwithstanding Section 9.13(a) or anything else in this Agreement to the contrary in Section 8.15(a)contrary, the right of the Company shall not be entitled to enforce or seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and enforce specifically Parent’s and Merger Sub’s obligations to cause consummate the Acceptance Time to occur and to Offer or effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that Merger unless (i) all each of the conditions set forth in Section 7.1 and each of the Offer Conditions have been satisfied (in each case, other than those conditions that by their terms nature are to be satisfied by actions taken at the Acceptance Time, but subject to such conditions being able to be satisfiedOffer Closing) have been satisfied (or waived at the Expiration Timeby Parent), (ii) the Company has given notice in writing to Parent representing that it is ready, willing and able complete the Closing, (iii) the full amount of the Debt Financing has been funded or will be funded at the Closing and (iv) Parent and Merger Sub fail have failed to consummate complete the Offer Closing or the Closing, as applicable, by the date the Offer Closing or the Closing, as applicable, is required to have occurred pursuant to this Agreement. (c) Each of the Parties acknowledges that the agreements contained in this Section 9.13 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, such Party would not enter into this Agreement. For the avoidance of doubt, while the Company may pursue both payment of the Buyer Termination Fee and a grant of specific performance or other equitable relief pursuant hereto, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance of the consummation of the Closing on pursuant to this Section 9.13 and the date required in this Agreement and (iii) payment of all or any portion of the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurBuyer Termination Fee.

Specific Performance. (a) The parties to this Agreement hereto agree that irreparable damage would occur if in the event that any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breached, hereof and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b8.04 and Section 9.07(b), the parties to this Agreement each party shall be entitled to specific performance of the terms hereof (including the other parties’ obligation to consummate the Transactions, subject in each case to the terms and conditions of this Agreement, including Section 8.04 and Section 9.07(b)), including an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen CourtsAgreement, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity. Subject to Section 8.04 and Section 9.07(b), and the parties to this Agreement each party hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that waives (i) any defenses in any action for specific performance, including the other party has an adequate defense that a remedy at law or would be adequate, and (ii) an award any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. If Parent or Merger Sub brings any Action to enforce specifically the obligations of specific performance the Company, or if the Company brings any Action to enforce specifically the obligations of Parent and Merger Sub, in each case in accordance with the terms herein, to consummate the Transactions, the Termination Date shall automatically be extended by (x) the amount of time during which such Action is not an appropriate remedy for any reason at law pending, plus twenty (20) Business Days or equity(y) if longer, such time period established by the court presiding over the Action. (b) Notwithstanding anything herein to the contrary in Section 8.15(a)contrary, the right of the Company shall not be entitled to seek an or be awarded any injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and enforce Holdco’s, Parent’s and Merger Sub’s obligations to consummate the Transactions, except that the Company shall have the right to see specific performance against Holdco, Parent and Merger Sub to cause the Acceptance Time Equity Financing to occur be funded and to effect complete the Closing (but not only in the right event that each of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that following conditions has been satisfied: (i) all of the Offer Conditions conditions set forth in Sections 7.01, 7.02 and 7.03 have been satisfied (other than those conditions that by their terms nature are to be satisfied by actions taken at the Acceptance TimeClosing, but subject to such conditions being able to be satisfied) their satisfaction or waived at waiver by the Expiration Timeparty having the benefit thereof), (ii) and Holdco, Parent and Merger Sub fail to consummate cause the Equity Financing to be funded and complete the Closing on by the date the Closing is required in this Agreement to have occurred pursuant to Section 1.02, (ii) the Debt Financing (or, if applicable, Alternative Financing) has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing, and (iii) the Company has irrevocably confirmed by written notice delivered to Parent and the providers of Parent’s Debt Financing (or, if applicable, Alternative Financing) that it would take such (x) all conditions set forth in Section 7.03 have been satisfied (other than (other than those conditions that by their nature are to be satisfied by actions required taken at the Closing, but subject to their satisfaction or waiver by the party having the benefit thereof)or that the Company is willing to waive any unsatisfied conditions in Section 7.03 and (y) if the Financing is funded, the Company stands ready, willing and able to consummate the Transactions. For the avoidance of it by this Agreement doubt, in no event shall the Company be entitled to enforce or seek to enforce specifically Parent’s right to cause the Equity Financing to be funded or to consummate the Merger if the Debt Financing has not been funded (or will not be funded at the Closing to occur.even if the Equity Financing is funded at the Closing)

Specific Performance. (a) The Subject to Section 9.08(b) and Section 9.08(d), the parties to this Agreement hereto agree that irreparable damage would occur if in the event any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breachedhereof by the parties, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breachdamages. It is accordingly agreed thatAccordingly, subject to Section 8.15(b9.08(b) and Section 9.08(c), the parties hereto acknowledge and hereby agree that in the event of any breach by the Company, on the one hand, or Merger Sub, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, the Company, on the one hand, or Merger Sub, on the other hand, shall, subject to this Agreement shall Section 8.06, each be entitled to specific performance of the terms hereof (including the obligation of the parties to consummate the Merger, subject in each case to the terms and conditions of this Agreement), including an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courtsby any party, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a)this Agreement, the obligation of Merger Sub to consummate the Transactions and the Company’s right of the Company to seek or obtain an injunctioninjunction or injunctions, or other appropriate form of specific performance or other equitable relief relief, in connection each case, with enforcing Parent’s obligation respect to fund the Offer Price and the causing Merger Consideration and Parent’s and Merger Sub’s obligations Sub to cause the Acceptance Time Equity Financing to occur and be funded at any time and/or to effect the Closing (but not in accordance with Section 1.02, on the right of terms and subject to the Company to seek such injunctionsconditions in this Agreement, specific performance or other equitable relief for any other reason) shall be subject to the requirements that satisfaction of each of the following conditions: (i) all of the Offer Conditions have been satisfied conditions in Section 7.01 and Section 7.02 (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfiedClosing) have been satisfied or waived at the Expiration Timewaived, (ii) Parent and Merger Sub fail fails to consummate complete the Closing on by the date the Closing is required in this Agreement to have occurred pursuant to Section 1.02, (iii) the Debt Financing (or, if applicable, Alternative Financing) has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing, and (iiiiv) the Company has irrevocably confirmed in writing that (A) all conditions set forth in Section 7.03 have been satisfied or that it would take such actions required is willing to waive any of it by this Agreement the conditions in Section 7.03 to the extent not so satisfied and (B) if specific performance is granted and the Equity Financing and Debt Financing are funded, then the Closing will occur. For the avoidance of doubt, in no event shall the Company be entitled to specific performance to cause Merger Sub to cause the Equity Financing to be funded and/or to effect the Closing in accordance with Section 1.02 if the Debt Financing (or, if applicable, Alternative Financing) has not been funded (or will not be funded at the Closing even if the Equity Financing is funded at the Closing). (c) Each party waives (i) any defenses in any action for an injunction or other appropriate form of specific performance or equitable relief, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to occurpost a bond or other security as a prerequisite to obtaining an injunction or other appropriate form of specific performance or equitable relief. (d) Notwithstanding anything herein to the contrary, (x) while the parties hereto may pursue both a grant of specific performance and the payment of the amounts set forth in Section 8.06, neither Merger Sub, on the one hand, nor the Company, on the other hand, shall be permitted or entitled to receive both a grant of specific performance that results in a Closing and payment of such amounts, and (y) upon the payment of such amounts, the remedy of specific performance shall not be available against the party making such payment and, if such party is Merger Sub, any other member of the Merger Sub Group or, if such party is the Company, any other member of the Company Group. (e) This Section 9.08 shall not be deemed to alter, amend, supplement or otherwise modify the terms of any Financing Documents (including the expiration or termination provisions thereof).

Specific Performance. (a) The parties to this Agreement agree Each Party agrees that irreparable damage would occur if and that the Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for therefor. Accordingly, in addition to any such non-performance or breach. It is accordingly agreed other remedies available under this Agreement, the Parties agree that, subject prior to Section 8.15(b)the termination of this Agreement, the parties to this Agreement shall each Party will be entitled to an injunction or injunctions injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches any other Party’s breach of this Agreement and to enforce specifically the terms and provisions of this Agreement in (including any Party’s obligation to consummate the Chosen Courts, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to transactions contemplated by this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewithif required to do so hereunder). Each party hereto Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on when expressly available pursuant to the basis that or otherwise assert that terms of this Agreement, and hereby waives (i) any defenses in any Legal Proceeding for an injunction, specific performance or other equitable relief, including the defense that the other party has Parties have an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equityequity and (ii) any requirement under Law to post a bond, undertaking or other security as a prerequisite to obtaining equitable relief. (b) Notwithstanding anything to the contrary in Section 8.15(a13.18(a), the right of the Company Member shall be entitled to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Subof Holdco’s obligations to cause pay the Acceptance Time Cash Purchase Price and issue the Stock Consideration to occur the Member and to effect consummate the Closing (but not solely in the right event that each of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that following conditions is satisfied: (i) all of the Offer Conditions have been satisfied conditions set forth in Section 8.01 (other than those any conditions that by their terms are to be satisfied at the Acceptance TimeClosing, but subject to such conditions being able to be satisfiedsatisfied if the Closing would have occurred) have been satisfied or validly waived at the Expiration Timeby Parent, Holdco and Merger Sub and this Agreement has not been terminated in accordance with Section 10.01, (ii) the Member has notified Holdco, Parent and Merger Sub fail in writing that (A) the Member is prepared to consummate the Closing on the date required in this Agreement and (iiiB) if specific performance is granted and the Company has irrevocably confirmed that Financing is funded, then it would take such actions required of it by under this Agreement to cause the Closing to occur, (iii) Holdco, Parent and Merger Sub have not consummated the Closing by 12:00 p.m. New York City time on the second (2nd) Business Day following the date on which the Closing was required to occur pursuant to Section 2.01 and (iv) the Financing has been funded or will be funded at the Closing. For the avoidance of doubt, in no event shall the Member be entitled to enforce the obligation of, or seek to force, Holdco, Parent and/or Merger Sub to cause the Closing to occur if the Financing has not been funded (or will not be funded at the Closing).

Specific Performance. (a) The parties to this Agreement agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of in the event that the parties do not perform their obligations under the provisions of this Agreement were not performed (including failing to take such actions as are required of them hereunder to consummate the Transactions) in accordance with their specific its specified terms or were otherwise breached, breach such provisions. The parties acknowledge and agree that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement shall be entitled to an injunction injunction, specific performance, or injunctions other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 9.1, this being in addition to any other remedy to which they are entitled under this Agreement. (b) The provisions set forth in Section 9.3 (i) are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement and (ii) shall not be construed to diminish or threatened otherwise impair in any respect any party's right to specific enforcement and the parties' right of specific enforcement is an integral part of the Transactions contemplated by this Agreement and without that right, none of the Company, Parent, or Merger Sub would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such injunction. Until such time as the Chosen CourtsCompany pays the Company Termination Fee or Parent pays the Parent Termination Fee, without proof of damages or otherwise, this being the remedies available to each party shall be in addition to any other remedy to which they are entitled to at law or in equity; provided that once the Company pays the Company Termination Fee or Parent pays the Parent Termination Fee, as the case may be, plus reimbursement and the parties interest pursuant to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunctionSection 9.3(c), specific performance and other equitable relief on the basis that or otherwise assert that (i) if any, the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything shall no longer be entitled to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurremedies.

Specific Performance. (a) The parties to this Agreement hereto agree that immediate, extensive and irreparable damage damage, for which monetary damages would not be an adequate remedy, would occur if any of in the event that the parties hereto do not perform their obligations under the provisions of this Agreement were not performed in accordance with their specific its specified terms or otherwise breach such provisions (and, more specifically, that irreparable damage would likewise occur if the Merger were otherwise breachednot consummated and the Company’s stockholders did not receive the Merger Consideration payable to them in accordance with the terms and subject to the conditions of this Agreement), in addition to any other remedy to which they are entitled at law or in equity, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b)accordingly, the parties to this Agreement shall acknowledge and agree that the parties will be entitled to an injunction or injunctions injunctions, specific performance or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof (including the obligation of the parties hereto to consummate the Merger and the obligation of Parent and Merger Sub to pay, and the Company’s stockholders’ right to receive, the Merger Consideration payable to them pursuant to the Merger, in each case in accordance with the terms and subject to the conditions of this Agreement Agreement) in the Chosen Courts, Courts without proof of damages or otherwise, and that such explicit rights of specific enforcement are an integral part of the transactions contemplated by this being in addition to any other remedy at law or in equityAgreement and, and without such rights, neither the Company nor Parent would have entered into this Agreement. Each of the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has parties hereto have an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity. (b) Notwithstanding anything . The parties hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the contrary in Section 8.15(a), the right terms and provisions of the Company this Agreement will not be required to seek an injunction, specific performance provide any bond or other equitable relief security in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek any such injunctions, specific performance order or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurinjunction.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. The parties acknowledge and agree that each party hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (ia) the other party has an adequate remedy at law or (iib) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary set forth in Section 8.15(a)this Agreement, the parties hereto agree that the right of the Company to seek obtain an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation each case to fund the Offer Price cause Parent and Merger Sub to close the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that that: (i) all of the Offer Conditions conditions set forth in Section 6.1 and Section 6.2 would have been satisfied if the Closing were to have occurred at such time (other than those conditions that by their terms are to be satisfied by actions taken at the Acceptance TimeClosing, but subject to such conditions each of which shall be capable of being able satisfied at the Closing, or the failure of which to be satisfied) satisfied is attributable primarily to a breach by Parent or waived at the Expiration TimeMerger Sub of their respective representations, warranties, covenants or agreements contained in this Agreement); (ii) Parent and Merger Sub fail to consummate the Debt Financing has been funded or will be funded at the date the Closing on is required to have occurred pursuant to Section 1.2 upon delivery of a drawdown notice by Parent and/or notice from Parent that the date required in this Agreement and Rollover Investment will be funded at such date; (iii) Parent fails to complete the Closing in accordance with Section 1.2; and (iv) the Company has irrevocably confirmed to Parent in writing that (A) all of the conditions in Section 6.1 and Section 6.3 have been satisfied or that it is willing to waive any such open conditions, and (B) if specific performance is granted and if the Financing and the Rollover Investment were funded, the Closing would take such actions required of it by occur. (c) Notwithstanding anything in this Agreement to cause the Closing contrary, while the Company may be entitled to occur(i) specific performance, subject in all respects to this Section 8.15, and (ii) payment of the Parent Termination Fee, if, as and when payable pursuant to Section 7.6(d), under no circumstances shall the Company, directly or indirectly, be permitted or entitled to receive (A) both a grant of specific performance or other equitable relief pursuant to which the Merger is actually consummated and the aggregate Merger Consideration is actually received, on the one hand, and payment of all or a portion of the Parent Termination Fee or other monetary damages hereunder, on the other hand, or (B) both payment of the Parent Termination Fee, on the one hand, and payment of other monetary damages, on the other hand. (d) Notwithstanding anything in this Agreement to the contrary, the maximum aggregate liability of Parent and Merger Sub for monetary damages or other monetary remedies in connection with this Agreement and the transactions contemplated hereby shall be limited to an amount equal to the Parent Termination Fee, and in no event shall any Company Related Party seek or obtain, nor shall it permit any of its Representatives or any other Persons on its or their behalf to seek or obtain, any monetary recovery or monetary award or any monetary damages of any kind against Parent and Merger Sub in excess of the Parent Termination Fee.

Specific Performance. (a) The parties to this Agreement Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of in the event that the Parties do not perform their obligations under the provisions of this Agreement were not performed (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, and that money damages or breach such provisions. Subject to the other legal remedies (including those as set forth in provisions of this Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b)8.6, the parties Parties acknowledge and agree (and further agree not to take any contrary position in any litigation concerning this Agreement shall Agreement) that (a) the Parties will be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof (including the obligations of the Parties to consummate the Merger) without proof of damages or otherwise, and that such relief may be sought in addition to and will not limit, diminish or otherwise impair, any other remedy to which they are entitled under this Agreement, (b) the provisions set forth herein are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement and will not be construed to limit, diminish or otherwise impair in any respect any Party’s right to specific enforcement, and (c) the right of specific enforcement is an integral part of the Transactions and without that right, none of the Parties would have entered into this Agreement. The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwise, accordance with this being in addition Section 8.6 will not be required to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of provide any bond or similar collateral other security in connection therewithwith any such order or injunction. Each party hereto agrees that it Notwithstanding anything in this Agreement to the contrary, in no event will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that GX be entitled to receive both (iA) the other party has an adequate remedy at law or (ii) an award a grant of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing ParentCompany’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iiiB) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause Base Termination Fee or the Closing to occurIntentional Breach Termination Fee.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage would occur if any Each of the provisions Parties acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique and recognizes and affirms that in the event of a breach of this Agreement were not performed in accordance with their specific terms or were otherwise breachedby any Party, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not may be an inadequate and the non-breaching Party may have no adequate remedy for any such non-performance or breachat Law. It is accordingly agreed that, subject to Section 8.15(b)Accordingly, the parties Parties agree that prior to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions a valid termination of this Agreement in accordance with this Agreement, subject to and without limiting Section 13.19(b), (c) or (d) below (if applicable), such non-breaching Party shall have the Chosen Courtsright, without proof of damages or otherwise, this being in addition to any other remedy rights and remedies existing in its favor at law Law or in equity, to enforce its rights and the parties to this Agreement hereby waive any requirement other Party’s obligations hereunder not only by an Action or Actions for the damages but also by an Action or Actions for specific performance, injunctive and/or other equitable relief (without posting of any bond or similar collateral in connection therewithother security). Each party hereto of the Parties agrees that it will shall not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that that, and hereby waives any defenses in any Action for an injunction, specific performance or otherwise assert that (i) other equitable relief that, the other party has Parties have an adequate remedy at law Law or (ii) an award of specific performance is not an appropriate remedy for any reason at law Law or equityequity and hereby waives any requirement under Law to post a bond, undertaking or other security as a prerequisite to obtaining equitable relief. (b) Notwithstanding anything in this Agreement to the contrary contrary, the Parties hereby acknowledge and agree that prior to the proper termination of this Agreement in accordance with its terms, each Party shall be entitled to specific performance to cause the other Parties to effect the Securities Purchase Closing and the Merger Closing in accordance with Section 2.02 and Section 3.01, in each case, if the conditions in Section 8.15(a)8.01 or Section 8.02, as applicable, have been satisfied or waived (other than those to be satisfied at the Securities Purchase Closing, each of which is capable of being, and is, satisfied or waived upon the Securities Purchase Closing) at the time when the Securities Purchase Closing would have occurred pursuant to the terms hereof and remain satisfied or waived. (c) For the avoidance of doubt, in no event shall the exercise of a Party’s right of the Company to seek an injunction, specific performance or other equitable relief pursuant to this Section 13.19 reduce, restrict or otherwise limit such Party’s right to terminate this Agreement pursuant to Article X and be paid monetary damages and any other amounts pursuant to this Agreement; provided that under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance that results in connection with enforcing Parent’s obligation to fund the Offer Price Securities Purchase Closing or the Merger Closing occurring and the payment of monetary damages pursuant to Section 10.02. (d) To the extent the Parent or the Merger Consideration and Parent’s and Merger Sub’s obligations Sub brings any Action, claim, complaint or other proceeding, in each case, before any Governmental Entity to cause enforce specifically the Acceptance Time to occur and to effect the Closing (but not the right performance of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject terms and provisions of this Agreement prior to the requirements that Securities Purchase Closing, the Outside Date shall automatically be extended by (i) all the amount of the Offer Conditions have been satisfied time during which such Action, claim, complaint or other proceeding is pending, plus twenty (other than those conditions that by their terms are to be satisfied at the Acceptance Time20) Business Days, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate such other time period established by the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take court presiding over such actions required of it by this Agreement to cause the Closing to occurAction, claim, complaint or other proceeding.

Specific Performance. (a) The parties to this Agreement agree Parties hereby expressly recognize and acknowledge that immediate, extensive and irreparable damage would occur result, no adequate remedy at law would exist and damages would be difficult to determine if any of the provisions provision of this Agreement were is not performed in accordance with their its specific terms or were is otherwise breached, and . Each Party further acknowledges that a breach or violation of this Agreement cannot be sufficiently remedied by money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed thatalone and, accordingly, subject to the limitations in Section 8.15(b10.14(b), the parties to this Agreement each Party shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courtsentitled, without proof of damages the need to post a bond or otherwiseother security, this being in addition to damages and any other remedy remedies provided at law or in equity, to specific performance, injunctive and other equitable relief to enforce or prevent any violation. Each Party agrees not to oppose the parties granting of such equitable relief, and to this Agreement hereby waive waive, and to cause its representatives to waive, any requirement for the securing or posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equitywith such remedy. (b) Notwithstanding anything to the contrary in Section 8.15(a10.14(a), it is acknowledged and agreed that the right of the Company to seek an injunction, a remedy of specific performance to enforce Parent’s or other equitable relief in connection with enforcing Parentthe Purchaser’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time Equity Financing to occur be funded and to effect consummate the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall will be subject to the requirements that (i) all of the Offer Conditions conditions set forth in Section 7.1 and Section 7.2 have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance TimeClosing, but subject to the satisfaction or waiver of such conditions being able to be satisfied) or waived at the Expiration Time, Closing); (ii) Parent and Merger Sub fail to consummate the Debt Financing has been funded or will be funded at the Closing on if the Equity Financing is funded at the Closing; (iii) Parent or the Purchaser fails to complete the Closing by the date the Closing is required in this Agreement to have occurred pursuant to Section 2.3; and (iiiiv) the Company has irrevocably confirmed in a written notice to the Purchaser that if specific performance is granted and the Equity Financing and Debt Financing are funded, then it would take such actions that are required of it by this Agreement to cause the Closing to occur. In no event will the Company be entitled to enforce or seek to enforce specifically Parent’s or the Purchaser’s obligation to cause the Equity Financing to be funded or to complete the Closing if the Debt Financing has not been funded (or will not be funded at the Closing if the Equity Financing is funded at the Closing).

Specific Performance. (a) The parties Each of the Parties acknowledges and agrees that the rights of each Party to this Agreement agree consummate the Transactions are special, unique and of extraordinary character and that irreparable damage would occur if for any reason any of the provisions of this Agreement were are not performed in accordance with their specific terms or were are otherwise breached, immediate and that irreparable harm or damage would be caused for which money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breachremedy. It is accordingly agreed Accordingly, each Party agrees that, subject to Section 8.15(b9.5(d), the parties Section 9.7 and this Section 10.6, in addition to this Agreement any other available remedies a Party may have in equity or at law, each Party shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and seek to enforce specifically the terms and provisions of this Agreement and seek to obtain an injunction restraining any breach or violation or threatened breach or violation of the provisions of this Agreement in the Chosen Courtscourts of the State of California without necessity of posting a bond or other form of security. Prior to the valid termination of this Agreement, without proof in the event that any Proceeding should be brought in equity to enforce the provisions of damages or otherwisethis Agreement, this being in addition to any other remedy at law or in equityno Party shall allege, and each Party hereby waives the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees defense, that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has there is an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equitylaw. (b) Notwithstanding anything to the contrary in Section 8.15(a)this Agreement, it is acknowledged and agreed that Parent has an obligation hereunder to cause the Financing to be funded, including by exercising its rights under the Equity Commitment Letter, and such obligation of Parent will be subject to the requirements set forth in clause (A) below, and the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s (x) such obligation to fund the Offer Price of Parent and the Merger Consideration and ParentCompany’s and Merger Sub’s obligations to cause third party beneficiary rights under the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall Equity Commitment Letter will be subject to the requirements that (iA) all of the Offer Conditions conditions set forth in Section 8.1 and Section 8.2 have been and continue to be satisfied or waived (other than those conditions that by their terms are to be satisfied at the Acceptance TimeClosing, each of which is capable of being satisfied at the time the Closing would have occurred but subject to such conditions being able for the failure of the Financing to be satisfied) or waived at the Expiration Time, funded); (iiB) Parent and Merger Sub fail to consummate the Closing Merger on the date required in this Agreement pursuant to Section 2.2; and (iiiC) the Company has irrevocably confirmed in a written notice to Parent that if specific performance is granted and the Financing is funded, then it would take such actions that are required of it by this Agreement to cause the Closing to occuroccur (and the Company has not revoked, withdrawn, modified or conditioned such irrevocable confirmation), and Parent and Merger Sub fail to complete the Closing within three (3) Business Days after delivery of the Company’s irrevocable written confirmation. Subject to Sections 9.5(d)(iii) and 9.7, the election to pursue an injunction, specific performance or other equitable relief shall not restrict, impair or otherwise limit the Company from, in the alternative, seeking to terminate the Agreement and collect the Parent Termination Fee pursuant to Section 9.5(c) or pursuing any other remedy available at law or equity. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company’s termination of this Agreement and payment to the Company of the Parent Termination Fee shall terminate any right of the Company to injunctive relief or specific performance and (ii) while the Company may pursue both a grant of specific performance as and only to the extent permitted by this Section 10.6 and the payment of the Parent Termination Fee (only to the extent expressly permitted by Section 9.5), under no circumstances shall the Company be permitted or entitled to receive both such grant of specific performance to require Parent and Merger Sub to effect the Closing, on the on hand, and payment of the Parent Termination Fee, on the other hand. Notwithstanding the foregoing, in no event shall the Company or any of its equityholders be entitled to seek the remedy of specific performance of this Agreement directly against any Debt Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing.

Specific Performance. (a) The parties to this Agreement agree that irreparable damage would occur if and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, breached and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It it is accordingly agreed that, subject to Section 8.15(b), that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement Agreement, in each case, in accordance with this Section 9.7 in the Chosen CourtsDelaware Court of Chancery or, without proof if jurisdiction is not then available in the Court of damages or otherwiseChancery of the State of Delaware, any federal court sitting in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity, and . Each of the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that or otherwise assert that (ix) the other either party has an adequate remedy at law or (iiy) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything . Each party further agrees that no party shall be required to the contrary in Section 8.15(a)obtain, the right of the Company to seek an injunction, specific performance furnish or other equitable relief post any bond or similar instrument in connection with enforcing Parent’s obligation or as a condition to fund obtaining any remedy referred to in this Section 9.7, and each party irrevocably waives any right it may have to require the Offer Price obtaining, furnishing or posting of any such bond or similar instrument. Notwithstanding anything herein to the contrary, the parties hereby acknowledge and the Merger Consideration and Parent’s and Merger Sub’s obligations agree that Holdings LP shall be entitled to specific performance to cause the Acceptance Time AMID to occur and to effect consummate the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that if and only if: (i) all of the Offer Conditions have been satisfied conditions in Section 6.1 and Section 6.2 (other than those conditions that by their terms nature are to be satisfied at the Acceptance TimeClosing, but subject to such conditions being able to be satisfiedsatisfaction or waiver) have been satisfied or waived at the Expiration Time, waived; (ii) Parent the Financing has been funded or will be funded at the Closing in amounts sufficient for AMID to make the cash payments required to be made pursuant to Section 2.2 and Merger Sub fail Section 6.3(d); (iii) the AMID Entities have failed to consummate the Closing on by the date required in this Agreement and pursuant to Section 1.2; and (iiiiv) the Company Holdings LP has irrevocably confirmed that if specific performance is granted, then it would will take all such actions required of it by this Agreement as are within its control to cause the Closing to occur.

Specific Performance. (a) The parties to this Agreement Parent, Merger Sub and the Company agree that irreparable damage money damages would occur if not be a sufficient remedy for any of the provisions breach of this Agreement were not performed in accordance with their by the Company. It is hereby agreed that, prior to the termination of this Agreement pursuant to Section 8.1, the Parent and Merger Sub shall be entitled to specific terms or were otherwise breached, performance and that money damages injunctive or other legal remedies (including those equitable relief as set forth in Section 7.6) would not be an adequate a remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically compliance with those covenants of the terms Company. In connection with any request for specific performance or equitable relief by the Parent and provisions of this Agreement in Merger Sub, the Chosen Courts, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to this Agreement Company hereby waive waives any requirement for the security or posting of any bond or similar collateral in connection therewithwith such remedy. Each party hereto agrees that it will Such remedy shall not oppose be deemed to be the granting exclusive remedy for breach of an injunction, specific performance and this Agreement but shall be in addition to all other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy remedies available at law or equity to the Parent and Merger Sub. The parties further agree that (iia) an award by seeking the remedies provided for in this Section 9.3, Parent shall not in any respect waive its right to seek any other form of specific performance is relief that may be available to it under this Agreement, including monetary damages in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.3 are not an appropriate remedy for any reason at law available or equity. otherwise are not granted, and (b) Notwithstanding nothing contained in this Section 9.3 shall require the Parent to institute any proceeding for (or limit the Parent’s right to institute any proceeding for) specific performance under this Section 9.3 before exercising any termination right under Article VIII (and pursuing damages after such termination) nor shall the commencement of any action pursuant to this Section 9.3 or anything contained in this Section 9.3 restrict or limit the Parent’s right to terminate this Agreement in accordance with the contrary in Section 8.15(a), the right terms of Article VIII or pursue any other remedies under this Agreement that may be available then or thereafter. The Company acknowledges and agrees that the Company shall not be entitled to seek an injunction, specific performance or injunctive or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and as a remedy for any breach of this Agreement by Parent or Merger Sub’s obligations , to cause the Acceptance Time to occur and to effect the Closing (but not the right enforce compliance with any covenants of the Company to seek such injunctionsParent or Merger Sub, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occurotherwise.

Specific Performance. (a) The parties to this Agreement agree that immediate, extensive and irreparable damage would occur if for which monetary damages would not be an adequate remedy in the event that any of the provisions of this Agreement were are not performed in accordance with their specific terms or were are otherwise breached. Accordingly, each party agrees that, if for any reason any party shall have failed to perform its obligations under this Agreement or otherwise breached this Agreement, then the party seeking to enforce this Agreement against such nonperforming party shall be entitled in addition to, and not in limitation of, any other remedy that may be available to it whether in law or equity including monetary damages (but only to the extent expressly permitted by Section 7.2 or Section 7.3), to seek and obtain in the courts contemplated by Section 8.8 (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) the issuance of immediate injunctive and other equitable relief without the necessity of proving the inadequacy of money damages as a remedy, and the parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other legal equitable relief. Each party further agrees not to assert that any of the foregoing remedies (including those as set forth in Section 7.6) is unenforceable, invalid, contrary to law or inequitable for any reason, nor to object to such a remedy on the basis that a remedy of monetary damages would not be provide an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a)this Agreement, the right of it is agreed that the Company shall be entitled to seek an injunction, specific performance or other equitable relief in connection with enforcing of Parent’s obligation to fund consummate the Offer Price Merger and the Merger Consideration other Transactions if and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that only if (i) all of the Offer Conditions conditions in Section 6.1 and Section 6.2 have been satisfied (other than those conditions that by their terms are to nature can be satisfied only at the Acceptance TimeClosing, but subject to such conditions being able to be satisfied) or waived capable of being satisfied at the Expiration Timesuch time), (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement no Financing Failure has occurred or is occurring and (iii) the Company has irrevocably confirmed in writing that it would take such actions required of it by this Agreement to cause if the Debt Financing is funded, then the Closing pursuant to Article I will occur. Each party further acknowledges and agrees that the agreements contained in this Section 8.11 are an integral part of the Transactions and that, without these agreements, the other party would not enter into this Agreement.

Specific Performance. (a) The parties to this Agreement hereto agree that irreparable damage would occur for which monetary damages, even if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedavailable, and that money damages or other legal remedies (including those as set forth in Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b), would occur in the event that the parties to hereto do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the Merger and the other transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that the parties shall be entitled to an injunction or injunctions injunctions, specific performance or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement hereof in the Chosen Courts, courts described in Section 11.08 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement at law or in equity, and the parties to right of specific enforcement is an integral part of the transactions contemplated by this Agreement hereby waive any requirement for and without that right, neither the posting of any bond or similar collateral in connection therewithCompany nor Parent would have entered into this Agreement. Each party of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has parties hereto have an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity. (b) Notwithstanding anything . The parties hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the contrary terms and provisions of this Agreement in accordance with this Section 8.15(a), the right of the Company 11.13 shall not be required to seek an injunction, specific performance provide any bond or other equitable relief security in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek any such injunctionsorder or injunction. If, specific performance or other equitable relief for any other reason) shall be subject prior to the requirements that (i) all End Date, any party brings any suit, action or proceeding, in each case in accordance with Section 11.08, to prevent breaches of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and to enforce specifically the terms and provisions hereof, the End Date shall automatically be extended by (iiiA) the Company amount of time during which such suit, action or proceeding is pending, plus twenty (20) Business Days or (B) such other time period established by the court presiding over such suit, action or proceeding, as the case may be. [The remainder of this page has irrevocably confirmed that it would take such actions required of it by this Agreement to cause been intentionally left blank; the Closing to occurnext page is the signature page.]

Specific Performance. (a) The parties to this Agreement hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of in the event that the parties hereto do not perform their obligations under the provisions of this Agreement were not performed (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with their specific its specified terms or were otherwise breached, and that money damages or breach such provisions. Subject to the other legal remedies (including those as set forth in provisions of this Section 7.6) would not be an adequate remedy for any such non-performance or breach. It is accordingly agreed that, subject to Section 8.15(b)9.6, the parties acknowledge and agree (and further agree not to take any contrary position in any litigation concerning this Agreement shall Agreement) that (a) the parties will be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof (including the obligations of the parties hereto to consummate the Offer Closing and the Merger) without proof of damages or otherwise, and that such relief may be sought in addition to and will not limit, diminish, or otherwise impair, any other remedy to which they are entitled under this Agreement, (b) the provisions set forth in Section 8.5 are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement and will not be construed to limit, diminish or otherwise impair in any respect any party’s right to specific enforcement, and (c) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of Company, Parent or Merger Sub would have entered into this Agreement. The parties hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwise, accordance with this being in addition Section 9.6 will not be required to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of provide any bond or similar collateral other security in connection therewithwith any such order or injunction. Each party hereto agrees that it will not oppose For the granting avoidance of an injunctiondoubt, specific performance and other equitable relief on notwithstanding anything herein to the basis that contrary, the Company may pursue any or otherwise assert that all of (i) the other party has an adequate remedy at law or a grant of specific performance pursuant to this Section 9.6 and (ii) an award damages for breach of specific performance is not an appropriate remedy for any reason at law or equitythis Agreement. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek an injunction, specific performance or other equitable relief in connection with enforcing Parent’s obligation to fund the Offer Price and the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Acceptance Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that (i) all of the Offer Conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the Acceptance Time, but subject to such conditions being able to be satisfied) or waived at the Expiration Time, (ii) Parent and Merger Sub fail to consummate the Closing on the date required in this Agreement and (iii) the Company has irrevocably confirmed that it would take such actions required of it by this Agreement to cause the Closing to occur.

Specific Performance. (a) The parties to this Agreement Each of Parent, Merger Sub and the Company agree that irreparable damage harm would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or and other legal remedies (including those as set forth in Section 7.6) remedies, even if available, would not be an adequate inadequate remedy for any such non-performance or breachharm. It is accordingly agreed thatagreed, subject to Section 8.15(b8.12(b), that Parent, Merger Sub and the parties to this Agreement Company shall be entitled to an injunction seek injunctive or injunctions other equitable relief prior to a valid and effective termination of this Agreement to prevent breaches or threatened remedy breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, without proof of damages or otherwiseany court identified in Section 8.11(a), this being in addition to any other remedy to which they are entitled at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. Each Any party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that or otherwise assert that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (b) Notwithstanding anything to the contrary in Section 8.15(a), the right of the Company to seek seeking an injunction, specific performance or other equitable relief remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court having jurisdiction related to this Agreement as provided in Section 8.11(a), may seek such an injunction without the necessity of demonstrating damages (or the inadequacy of damages and other legal remedies) or posting a bond or other security in connection with enforcing Parent’s obligation any such injunction or other equitable relief. Subject to fund Section 8.12(b), each of Parent and Merger Sub, on the Offer Price one hand, and the Company, on the other hand, hereby agrees not to raise any objections to the availability prior to a valid and effective termination of this Agreement of the equitable remedy of specific performance to prevent, restrain or remedy breaches or threatened breaches of this Agreement by Parent, Merger Consideration Sub or the Company, as applicable, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of Parent, Merger Sub or the Company, as applicable, under this Agreement. (b) Notwithstanding anything herein to the contrary including Section 8.12(a), it is acknowledged and agreed that the Company shall be entitled to seek and obtain specific performance of Parent’s and Merger Sub’s obligations obligation to cause the Acceptance Time Equity Financing to occur be funded and to effect consummate the Closing (but not Merger only in the right event that each of the Company to seek such injunctions, specific performance or other equitable relief for any other reason) shall be subject to the requirements that following conditions has been satisfied: (i) all of the Offer Conditions conditions set forth in Section 6.1 and Section 6.2 shall have been satisfied (other than those conditions that by their terms nature are to be satisfied at the Acceptance TimeClosing, but subject to so long as each of such conditions being able would have been satisfied on the date the Closing should have occurred pursuant to Section 1.2 (taking into account the Marketing Period)) on the date the Closing should have occurred pursuant to Section 1.2; (ii) since such date, no event shall have occurred nor shall any condition exist that would cause any of the conditions set forth in Section 6.1 and Section 6.2 to fail to be satisfied) or waived at the Expiration Timesatisfied on any day after such date, (iiiii) Parent and Merger Sub fail are obligated to consummate complete the Closing in accordance with Section 1.2 and either of them have failed to do so within three (3) Business Days after the date the Closing was required to occur pursuant to Section 1.2, (iv) the Debt Financing (which, for the avoidance of doubt, includes any Alternate Debt Financing that is being used in accordance with Section 5.13(d)) has been funded or will be funded at the Closing on the date required terms set forth in this Agreement the Debt Commitment Letters subject only to the Equity Financing being funded at the Closing and (iiiv) the Company has irrevocably confirmed that it would take such actions required in a written notice delivered to Parent that, if specific performance is granted, the Equity Financing and Debt Financing are funded and Parent and Merger Sub otherwise comply with their obligations hereunder, then the Closing will occur. For the avoidance of it by this Agreement doubt, in no event shall the Company, its Subsidiaries or any of its or their respective successors or permitted assigns be entitled to (w) receive both the Parent Termination Fee (or any monetary damages in lieu thereof) and an order of specific performance to cause the Equity Financing to be funded and to consummate the Merger, (x) enforce or seek to enforce specifically the remedy of specific performance of the Debt Commitment Letter against any Lender Related Party, (y) be entitled to specifically enforce (or to bring any Claim in equity seeking to specifically enforce) Parent’s rights under the Equity Commitment Letter to cause the Equity Financing to be funded or to consummate Closing other than as expressly provided in the immediately preceding sentence, or (z) seek to occurspecifically enforce any provision of this Agreement or to obtain an injunction or injunctions, or to bring any other Claim in equity in connection with the transactions contemplated by this Agreement, against any person other than against Parent and, in such case and solely with respect to the Claims described in this clause (z), only under the circumstances expressly set forth in Section 8.12(a) and this Section 8.12(b).